8-KOther EventsExhibits & Filings

NORFOLK SOUTHERN CORP 8-K Report, Corporate Update (Mar 15, 2005)

Filed March 15, 2005For Securities:NSC

Summary

Norfolk Southern Corporation (NSC) filed an 8-K report on March 15, 2005, disclosing the issuance and sale of $300 million in aggregate principal amount of 6% Notes due March 15, 2105. This significant debt issuance occurred on March 11, 2005, and was executed under an Underwriting Agreement with Merrill Lynch & Co. as the underwriter. The notes were issued pursuant to a Ninth Supplemental Indenture, supplementing a prior indenture from 1991. This filing provides investors with details regarding a material financing event for the company, indicating a long-term capital raising strategy. The 100-year maturity of the notes suggests a strategic move to secure long-term funding.

Key Highlights

  • 1Norfolk Southern Corp. issued $300 million in 6% Notes due March 15, 2105.
  • 2The debt issuance took place on March 11, 2005.
  • 3Merrill Lynch & Co. acted as the underwriter for this transaction.
  • 4The issuance was conducted under a Base Underwriting Agreement and a Pricing Agreement.
  • 5The notes were issued pursuant to a Ninth Supplemental Indenture, supplementing a 1991 Indenture.
  • 6The filing is classified under 'Other Events' (ITEM 8.01).
  • 7The long maturity (100 years) of the notes is a key feature of this financing.

Frequently Asked Questions

The primary purpose of this 8-K filing was to report on Norfolk Southern Corporation's issuance and sale of $300 million in aggregate principal amount of 6% Notes due in 2105. This is considered a significant event that materially affects the company's financial structure.

Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, served as the underwriter for this $300 million note issuance.

The notes have a maturity date of March 15, 2105, meaning they mature in 100 years. This very long-term maturity suggests that Norfolk Southern was likely seeking to secure long-term, stable funding for its operations and future investments at a fixed interest rate.

This particular filing (ITEM 9.01) lists exhibits related to the transaction, including the underwriting agreements and supplemental indenture, but it does not contain full financial statements. The focus is on disclosing the debt issuance event.