EXHIBIT 1.1(B)
PRICING AGREEMENT
Xxxxxxx Xxxxx & Co.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
X.X. Xxxxxx Securities Inc.
PaineWebber Incorporated
Xxxxxxxxx, Xxxxxx & Xxxxxxxx
Securities Corporation
As Representatives of the several
Underwriters named in Schedule I hereto,
c/o X.X. Xxxxxx Securities Inc.
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
May 14, 1997
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 14, 1997 (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
herein and 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. The Representatives designated to act on behalf of the
Representatives and on behalf of each of the Underwriters of the Designated
Securities pursuant to Section 11 of the Underwriting Agreement and the
address of the Representatives referred to in such Section 11 are set forth
at the end of Schedule I hereto.
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 Representatives
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. It is understood that
your acceptance of this letter on behalf of each of the Underwriters is or
will be pursuant to the authority set forth in a form of Agreement among
Underwriters, the form of which shall be submitted to the Corporation for
examination upon request, but without warranty on the part of the
Representatives as to the authority of the signers thereof.
Very truly yours,
Norfolk Southern Corporation
By: /s/ Xxxxxxx X. Xxxxx
--------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President and
Treasurer
Accepted as of the date hereof:
Xxxxxxx Xxxxx & Co.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
X.X. Xxxxxx Securities Inc.
PaineWebber Incorporated
Xxxxxxxxx, Xxxxxx & Xxxxxxxx
Securities Corporation
By: X.X. Xxxxxx Securities Inc.
By: /s/ Xxxxxx X. Xxxxxxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: Managing Director
For themselves and as Representatives of the several
Underwriters named in Schedule I hereto
===========================================================================
Principal Amount of Notes1 to be Purchased
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2000 Notes 2002 Notes 2017 Notes 2037 Notes
-------------- -------------- -------------- --------------
Xxxxxxx Lynch, Pierce, Xxxxxx
& Xxxxx Incorporated............ $152,000,000 $190,000,000 $209,000,000 $285,000,000
X.X. Xxxxxx Securities Inc...... 152,000,000 190,000,000 209,000,000 285,000,000
PaineWebber Incorporated........ 64,000,000 80,000,000 88,000,000 120,000,000
Donaldson, Lufkin, Xxxxxxxx
Securities Corporation.......... 32,000,000 40,000,000 44,000,000 60,000,000
------------ ------------ ------------ ------------
Total................... $400,000,000 $500,000,000 $550,000,000 $750,000,000
-------------
1 The Notes are to be issued pursuant to the Indenture, dated January 15,
1991 (the "Base Indenture"), between the Corporation and Xxxxxx Guaranty
Trust Company of New York and the First Supplemental Indenture, dated
May 19, 1997 (together with the Base Indenture, the "Indenture"),
between the Corporation and the First Trust of New York, National
Association.
