8-K 1 nsrc8k.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2004 NORFOLK SOUTHERN RAILWAY COMPANY (exact name of registrant as specified in its charter) Virginia 1-743 52-6002016 1-3744 1-4793 1-546-2 (State or other jurisdiction of (Commission File No.) (IRS Employer incorporation or organization) Identification No.) Three Commercial Place, Norfolk, Virginia 23510-9241 (Address of principal executive offices) (757) 629-2680 Registrant's telephone number, including area code No Change (Former name or former address, if changed since last report.) Item 5. Other Events and Required FD Disclosure. On Friday, August 6, 2003, the registrant issued a joint press release, attached hereto as Exhibit 99.1, announcing that the registrant, CSX Transportation, Inc. and Consolidated Rail Corporation have increased the cash consideration and amended other terms to their exchange offer and consent solicitation. All capitalized terms used in herein and in Exhibit 99.1 and not otherwise defined herein or therein shall have the meanings provided for such terms in the Prospectus and Consent Solicitation Statement contained in the registrant's Registration Statement on Form S-4 (File No. 333-14795) which was declared effective on July 26, 2004 (the "NSR Registration Statement"). The information contained in this Current Report on Form 8-K, including the exhibit hereto, is neither an offer to sell nor a solicitation of an offer to purchase any of the securities to be offered by the NSR Registration Statement. The registrant disclaims any responsibility for the CSX Transportation, Inc. company-specific information contained in Exhibit 99.1. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. Exhibit No. Exhibit Description 99.1 CSX Transportation, Inc. and Norfolk Southern Railway Company joint press release dated August 6, 2004. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NORFOLK SOUTHERN RAILWAY COMPANY (Registrant) /s/ Reginald J. Chaney ---------------------------- By: Reginald J. Chaney Title: Corporate Secretary Date: August 6, 2004 EXHIBIT INDEX Exhibit No. Exhibit Description 99.1 CSX Transportation, Inc. and Norfolk Southern Railway Company joint press release dated August 6, 2004.

SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

________________________________

FORM 8-K

CURRENT REPORTPURSUANT TO SECTION 13 OR 15(D)OF THE SECURITIES ACT OF 1934

Date of Report (Date of earliest event reported):

November 24, 2003

________________________________

NORFOLK SOUTHERN RAILWAY COMPANY(Exact name of registrant as specified in its charter)

Virginia	1-743 1-3744 1-4793 1-546-2	52-6002016
(State or other jurisdiction	(Commission	(IRS Employer
Of incorporation)	File Numbers)	Identification No.)

Three Commercial PlaceNorfolk, Virginia 23510-9241(Address of principal executive offices)

(757) 629-2680(Registrant's telephone number, including area code)

No Change(Former name or former address, if changed since last report)

Item 5. Other Events, and Item 9. Regulation FD Disclosure.

On Monday, November 24, 2003, the Registrant's parent, Norfolk Southern Corporation, issued a Press Release, attached hereto as an exhibit, stating that the Registrant, on December 29, will redeem all publicly held shares of its $2.60 Cumulative Preferred Stock, Series A.

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

SIGNATURES

NORFOLK SOUTHERN RAILWAY COMPANY (Registrant)

/s/ Reginald J. Chaney _________________________________ Name: Reginald J. Chaney Title: Corporate Secretary

Date: November 24, 2003

EXHIBIT INDEX

ExhibitNumber Description

99 Press Release dated November 24, 2003.

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