As filed with the Securities and Exchange Commission on September 24, 2003
Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
__________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________
NORFOLK SOUTHERN CORPORATION
(Exact name of issuer as specified in its charter)
Virginia 52-1188014
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Three Commercial Place
Norfolk, Virginia 23510-2191
(Address of Principal Executive Offices) (Zip Code)
THRIFT AND INVESTMENT PLAN
OF NORFOLK SOUTHERN CORPORATION
AND PARTICIPATING SUBSIDIARY COMPANIES
(Full title of the plan)
HENRY D. LIGHT, Esquire
Senior Vice President - Law
Norfolk Southern Corporation
Three Commercial Place
Norfolk, Virginia 23510-2191
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
(757) 629-2772
__________
CALCULATION OF REGISTRATION FEE
_________________________________________________________________
Proposed Proposed
Title of maximum maximum Amount
securities Amount offering aggregate of regis-
to be to be price offering tration
registered registered per share* price* fee
_________________________________________________________________
Norfolk 5,000,000 $19.37 $98,850,000.00 $7,835.17
Southern
Corporation
Common Stock,
$1.00 par value
In addition, pursuant to Rule 416(c) under the Securities Act
of 1933, this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee
benefit plan described herein.
_________________________________________________________________
*Estimated solely for the purpose of determining the amount of
the registration fee in accordance with Rule 457 (c) and (h),
based upon a price of $19.37 per share for 5,000,000 shares of
Common Stock issued under the Thrift and Investment Plan of
Norfolk Southern Corporation and Participating Subsidiary
Companies, such price being the average of the high and low prices
of the Common Stock reported in the consolidated reporting system
on September 17, 2003, a date within five business days prior to
the date of filing this Registration Statement.
NOTE: Pursuant to Rule 429, the Prospectus which relates to this
Registration Statement contains all of the information which
would currently be required in a prospectus relating to the
securities covered by Registration Statement No. 333-40993.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
EXPLANATORY NOTE
This Registration Statement is solely for the registration of additional
Norfolk Southern Corporation Common Stock for issuance under the
Thrift and Investment Plan of Norfolk Southern Corporation and
Participating Subsidiary Companies ("Plan"). Therefore, pursuant
to General Instruction E to Form S-8, the contents of the earlier
registration statement relating to the Plan (File No. 333-40993),
including all post-effective amendments thereto, are incorporated
by reference into this Registration Statement.
Item 5. Interests of Named Experts and Counsel
An opinion has been rendered to the Corporation by Joseph C. Dimino,
Esquire, Senior General Counsel to the Corporation, stating that any
shares of Common Stock when issued and delivered for the purposes
described in the Plan will be duly authorized, legally issued and
fully paid and nonassessable. As of September 17, 2003, Mr. Dimino
was the beneficial owner, either directly or indirectly, of
approximately 12,410 shares of Common Stock. Also, as of September
17, 2003, Mr. Dimino held unexercised options to purchase 105,500
shares of Common Stock and 17,000 Performance Share Units.
Item 8. Exhibits.
Exhibit Number Description
5 (i) Opinion of Joseph C. Dimino, Esquire,
regarding the legality of the
securities being registered
(ii) The Registrant undertakes that it
has submitted or will submit the
plan and any amendment thereto to
the Internal Revenue Service ("IRS")
in a timely manner and has made or
will make all changes required by
the IRS in order to qualify the
plan.
15 Letter regarding unaudited interim financial
information.
23 Consents of Independent Auditors;
Counsel:
(a) Consent of KPMG LLP
(b) Consent of KPMG LLP and Ernst &
Young LLP
(c) Consent of Joseph C. Dimino, Esquire,
is contained in his opinion filed as
Exhibit 5 to the Registration
Statement
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities
Act of 1933, Norfolk Southern Corporation certifies that it has
reasonable grounds to believe that it meets all the requirements for
filing on Form S-8 and has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Norfolk, Commonwealth of Virginia, on
this 24th day of September, 2003.
NORFOLK SOUTHERN CORPORATION
By: /s/ Dezora M. Martin
Dezora M. Martin
(Corporate Secretary)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on this 24th day of
September, 2003, by the following persons in the capacities
indicated.
Signature Title
/s/ David R. Goode Chairman, President and Chief
David R. Goode Executive Officer and Director
(Principal Executive Officer)
/s/ Henry C. Wolf Vice Chairman and Chief Financial
Henry C. Wolf Officer (Principal Financial Officer)
/s/ John P. Rathbone Senior Vice President and Controller
John P. Rathbone (Principal Accounting Officer)
/s/ Gerald L. Baliles Director
Gerald L. Baliles
/s/ Gene R. Carter Director
Gene R. Carter
/s/ Alston D. Correll Director
Alston D. Correll
/s/ Landon Hilliard Director
Landon Hilliard
/s/ George D. Johnson, Jr. Director
George D. Johnson, Jr.
/s/ Steven F. Leer Director
Steven F. Leer
/s/ Jane Margaret O'Brien Director
Jane Margaret O'Brien
/s/ Harold W. Pote Director
Harold W. Pote
/s/ J. Paul Reason Director
J. Paul Reason
The Plan. Pursuant to the requirements of the Securities
Act of 1933, the managers (persons who administer the employee
benefit plan) of the Thrift and Investment Plan of Norfolk Southern
Corporation and Participating Subsidiary Companies have duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Norfolk,
Commonwealth of Virginia, on this 24th day of September, 2003.
THRIFT AND INVESTMENT PLAN OF
NORFOLK SOUTHERN CORPORATION
AND PARTICIPATING SUBSIDIARY
COMPANIES
By /s/ Henry C. Wolf
(Henry C. Wolf, Manager)
By /s/ James A. Hixon
(James A. Hixon, Manager)
By /s/ Thomas H. Mullenix, Jr.
(Thomas H. Mullenix, Jr.,
Manager)
INDEX TO EXHIBITS
Exhibit Number Description
5 (i) Opinion of Joseph C. Dimino, Esquire,
regarding the legality of the securities
being registered
15 Letter regarding unaudited interim financial
information.
23 Consents of Independent Auditors; Counsel:
(a) Consent of KPMG LLP
(b) Consent of KPMG LLP and Ernst &
Young LLP
(c) Consent of Joseph C. Dimino, Esquire,
is contained in his opinion filed as
Exhibit 5 to the Registration Statement