EXHIBIT 1.1(C)
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, x/x Xxxxxxx Xxxxx & Xx.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
World Financial Center
North Tower
000 Xxxxx 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: Xxxxxxx Xxxxx & Co.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
For themselves and as Representatives of the several
Underwriters named in Schedule I hereto
Schedule I
Principal Amount of Notes(1) to be Purchased
-----------------------------------------------------------
2001 Notes 2007 Notes 2027 Notes 2097 Notes
-------------- ------------- ------------ ------------
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated.............. $ 76,000,000 $285,000,000 $304,000,000 $133,000,000
X.X. Xxxxxx Securities Inc.................. 76,000,000 285,000,000 304,000,000 133,000,000
PaineWebber Incorporated.................... 32,000,000 120,000,000 128,000,000 56,000,000
Donaldson, Lufkin, Xxxxxxxx Securities
Corporation............... 16,000,000 60,000,000 64,000,000 28,000,000
------------ ------------ ------------ -------------
Total............................... $200,000,000 $750,000,000 $800,000,000 $350,000,000
------------
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.