This excerpt taken from the NSC 8-K filed Apr 4, 2008.
Pricing Term Sheet
April 1, 2008
Norfolk Southern Corporation
144A with Registration Rights
Baa1 (stable) / BBB+ (stable) /
$2,000 and integral multiples of U.S. $1,000 in excess thereof
April 1, 2008
April 4, 2008
Joint Lead Managers:
Pierce, Fenner & Smith
Securities International plc
Robinson Humphrey, Inc.
Yield to Maturity:
3.5% due February 2018
1 and October 1 commencing October 1, 2008
Make Whole Call:
time at the greater of 100% or the make-whole amount at a discount rate equal
to Treasury Rate +35 basis points
Change of Control:
Upon the occurrence of a Change of Control Repurchase
Event, we will be required to make an offer to purchase the Notes at a price
equal to 101% of their principal amount plus accrued and unpaid interest to
the date of repurchase.
is intended for the sole use of the person to whom it is provided by us.
Norfolk Southern Corporation has prepared a preliminary
offering memorandum, dated April 1, 2008 (the "Preliminary Offering Memorandum"), to which this communication relates. Before you
invest, you should read the Preliminary Offering Memorandum for more
information concerning Norfolk Southern Corporation and the Notes. Terms not
otherwise defined herein shall have the meanings ascribed to them in the
Preliminary Offering Memorandum.
The Notes have not
been registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act"). The Notes may not be offered or sold within the
United States or to U.S. persons, except to qualified institutional buyers in
reliance on the exemption from registration provided by Rule 144A under the
Securities Act ("Rule 144A") and to certain persons in transactions
outside the United States in reliance on Regulation S under the Securities
Act ("Regulation S"). Prospective purchasers are hereby notified
that the seller of the Notes may be relying on the exemption from the
provisions of Section 5 of the Securities Act provided by Rule 144A.