Exhibit 1.1(b)
PRICING AGREEMENT
Xxxxxxx Xxxxx & Co.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
World Financial Center
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Xxxxxx Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
May 17, 2000
Ladies and Gentlemen:
Norfolk Southern Corporation, a Virginia corporation (the
"Corporation"), proposes, subject to the terms and conditions stated herein
and in the Underwriting Agreement, dated May 17, 2000 (the "Underwriting
Agreement"), to issue and sell to the Underwriters named in Schedule I
hereto (the "Underwriters") the Securities as specified in Schedule I
hereto (the "Designated Securities"). Each of the provisions of the
Underwriting Agreement is incorporated herein by reference in its entirety,
and shall be deemed to be a part of this Agreement to the same extent as if
such provisions had been set forth in full herein; and each of the
representations and warranties set forth therein shall be deemed to have
been made at and as of the date of this Pricing Agreement, except that each
representation and warranty which refers to the Prospectus in Section 2 of
the Underwriting Agreement shall be deemed to be a representation or
warranty as of the date of the Underwriting Agreement in relation to the
Prospectus (as therein defined), and also a representation and warranty as
of the date of this Pricing Agreement in relation to the Prospectus as
amended or supplemented relating to the Designated Securities which are the
subject of this Pricing Agreement. Each reference to the Representatives in
the provisions of the Underwriting Agreement so incorporated by reference
shall be deemed to refer to you. Unless otherwise defined herein, terms
defined in the Underwriting Agreement are used herein as therein defined.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in
the form heretofore delivered to you is now proposed to be filed with the
Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Corporation
agrees to issue and sell to each of the Underwriters, and each of the
Underwriters agrees, severally and not jointly, to purchase from the
Corporation, at the time and place and at the purchase price to the
Underwriters set forth in Schedule II hereto, the principal amount of
Designated Securities set forth opposite the name of such Underwriter in
Schedule I hereto.
This Pricing Agreement may be executed in counterparts, and may be
evidenced by an exchange of telegraphic communications or any other rapid
transmission device designed to produce a written record of communications
transmitted.
If the foregoing is in accordance with your understanding, please
sign and return to us one for the Corporation and each of the Underwriters
plus one for each counsel counterparts hereof, and upon acceptance hereof
by you, on behalf of each of the Underwriters, this letter and such
acceptance hereof, including the provisions of the Underwriting Agreement
incorporated herein by reference, shall constitute a binding agreement
between each of the Underwriters and the Corporation.
Very truly yours,
Norfolk Southern Corporation
By: /s/ Xxxxxxx X. XxXxxxx
----------------------------------------
Name: Xxxxxxx X. XxXxxxx
Title: Senior Vice President - Financial
Planning
Accepted as of the date hereof:
Xxxxxxx Xxxxx & Co.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
Xxxxxx Xxxxxxx & Co. Incorporated
By: Xxxxxxx Xxxxx & Co.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
By: /s/ Xxxxxx Xxxxxx
--------------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
By: Xxxxxx Xxxxxxx & Co. Incorporated
By: /s/ Xxxxxx X. Xxxxxxxxxx III
--------------------------------------
Name: Xxxxxx X. Xxxxxxxxxx III
Title: Vice President
For themselves and as Representatives of the several Underwriters named in
Schedule I hereto.
SCHEDULE I
Principal Principal Amount
Amount of of Notes due
Notes due 2005 2010
Underwriters to be Purchased to be Purchased
------------ ---------------- ----------------
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated................................. $112,500,000 $112,500,000
Xxxxxx Xxxxxxx & Co. Incorporated............ 112,500,000 112,500,000
X.X. Xxxxxx Securities Inc................... 15,000,000 15,000,000
BNY Capital Markets, Inc..................... 6,000,000 6,000,000
Banc of America Securities LLC............... 6,000,000 6,000,000
Banc One Capital Markets, Inc................ 6,000,000 6,000,000
Chase Securities Inc......................... 6,000,000 6,000,000
Deutsche Bank Securities Inc................. 6,000,000 6,000,000
First Union Securities, Inc.................. 6,000,000 6,000,000
FleetBoston Xxxxxxxxx Xxxxxxxx Inc........... 6,000,000 6,000,000
Mellon Financial Markets LLC................. 6,000,000 6,000,000
Xxxxxxx Xxxxx Xxxxxx Inc..................... 6,000,000 6,000,000
SunTrust Equitable Securities................ 6,000,000 6,000,000
--------------- ---------------
Total......................... $300,000,000 $300,000,000
=============== ===============
SCHEDULE II
Closing: May 23, 2000 at 11:00 a.m. at Skadden, Arps, Slate,
Xxxxxxx & Xxxx LLP, 0 Xxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx
Price of Securities: 99.704% with respect to Corporation's 8 3/8% Senior Notes
due 2005
99.582% with respect to Corporation's 8 5/8% Senior Notes
due 2010
