Current Report Filing (8-k)
June 01 2020 - 9:01AM
Edgar (US Regulatory)
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2020-05-29
2020-05-29
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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): June 1, 2020 (May 29, 2020)
NORFOLK
SOUTHERN CORPORATION
(Exact name of
registrant as specified in its charter)
Virginia
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1-8339
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52-1188014
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(State
or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification Number)
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Three
Commercial Place
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757-629-2680
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Norfolk, Virginia
23510-9241
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(Registrant’s
telephone number, including area code)
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(Address
of principal executive offices, including zip code)
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|
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|
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No Change
(Former name or former address, if changed since last report)
Check the appropriate box below if
the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to
Section 12(b) of the Act:
Title
of each class
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Trading
Symbol
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Name
of each exchange
on which
registered
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Norfolk
Southern Corporation Common Stock (Par Value $1.00)
|
NSC
|
New
York Stock Exchange
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Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ☐
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry
into a Material Definitive Agreement.
Effective as
of May 29, 2020, Norfolk Southern Corporation (the “Registrant”) and certain of its subsidiaries entered into Amendment No.
15 to Transfer and Administration Agreement, attached hereto as Exhibit 10.1 (the “Amendment”), renewing and amending
the Registrant’s receivables securitization facility (the “Facility”). The Amendment, among other changes, reduces
maximum borrowing capacity under the Facility from $450 million to $400 million. Please see Exhibit 99 to the Registrant’s
Form 8-K dated November 14, 2007; Exhibit 10.1 to the Registrant’s Form 10-Q for the quarterly period ended March 31, 2008;
Exhibit 99 to the Registrant’s Form 8-K dated October 23, 2008; Exhibit 10.1 to the Registrant’s Form 10-Q for the
quarterly period ended June 30, 2009; Exhibit 10.1 to the Registrant’s Form 10-Q for the quarterly period ended September
30, 2009; Exhibit 99 to the Registrant’s Form 8-K dated October 22, 2009; Exhibit 10(xx) to the Registrant’s Form
10-K for the fiscal year ended December 31, 2009; Exhibit 10.1 to the Registrant’s Form 10-Q for the quarterly period ended
September 30, 2010; Exhibit 99 to the Registrant’s Form 8-K dated October 22, 2010; Exhibit 99 to the Registrant’s
Form 8-K dated October 20, 2011; Exhibit 99 to the Registrant’s Form 8-K dated October 22, 2012; Exhibit 10.1 to the Registrant’s
Form 8-K dated October 18, 2013; Exhibit 10.1 to the Registrant’s Form 8-K dated October 17, 2014; Exhibit 10.1 to
the Registrant’s Form 8-K dated June 6, 2016; Exhibit 10.1 to the Registrant’s Form 8-K dated June 4, 2018; and
Exhibit 10.1 to the Registrant’s Form 8-K dated June 3, 2019.
The parties to
the Amendment are the Registrant; Norfolk Southern Railway Company (“NSR”), the Registrant’s wholly-owned operating
subsidiary, as Originator and as Servicer; Thoroughbred Funding, Inc., a wholly-owned subsidiary of NSR; the Conduit Investors
from time to time party thereto; the Committed Investors from time to time party thereto; the Managing Agents from time to time
party thereto; and SMBC Nikko Securities America, Inc. (“SMBC”), as the Administrative Agent for the Investors and
as a Managing Agent. SMBC has assumed the duties of Administrative Agent from MUFG
Bank, Ltd. (formerly known as The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch),
which has resigned from that position and ceased its participation in the Facility upon mutual agreement with the Registrant.
With respect
to the other parties to the Amendment, the Registrant has or may have had customary banking relationships based on the provision
of a variety of financial services, including pension fund, cash management, investment banking, and equipment financing and leasing
services.
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits
The following
exhibit is filed as part of this Current Report on Form 8-K:
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.
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NORFOLK
SOUTHERN CORPORATION
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(Registrant)
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/s/ Denise W.
Hutson
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Name: Denise W. Hutson
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Title: Corporate
Secretary
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Date: June 1, 2020
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