8-K


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):
December 8, 2015 (December 7, 2015)
________________________________
    
NORFOLK SOUTHERN CORPORATION
(Exact name of registrant as specified in its charter)
________________________________

Virginia
1-8339
52-1188014
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification Number)
 
 
 
Three Commercial Place
 
757-629-2680
Norfolk, Virginia 
23510-9241
 
(Registrant's telephone number, including area code)
(Address of principal executive offices)
 
 

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))





Item 8.01.    Other Events

On December 7, 2015, Norfolk Southern Corporation (“NS”) issued a press release announcing that former Surface Transportation Board (“STB”) commissioners Francis Mulvey and Charles Nottingham have carefully reviewed voting trust issues and the merger transaction proposed by Canadian Pacific Railway Limited (“CP”) and agree with the NS board of directors that both would be highly unlikely to be approved by the STB.

A copy of the press release is attached as Exhibit 99.1 to this Current Report on
Form 8-K.

 
Item 9.01.    Financial Statements and Exhibits.
 
(d) Exhibits
 
The following exhibits are filed as part of this Current Report on Form 8-K:
 
Exhibit Number
Description
99.1
Norfolk Southern Corporation press release dated December 7, 2015


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

SIGNATURES
NORFOLK SOUTHERN CORPORATION
(Registrant)


/s/ Denise W. Hutson        
Name:  Denise W. Hutson
Title:    Corporate Secretary
Date:  December 8, 2015
 
EXHIBIT INDEX
Exhibit Number
Description
99.1
Norfolk Southern Corporation press release dated December 7, 2015