Wednesday, December 30, 2015

Received Via E-Mail

In contrast to my dawn panned view on December 12 of one of the four LASCO Umformtechnik GmbH forge components on heavy-duty flat cars at Cresson, PA, here is a full daylight view of one taken the previous day at Norfolk Southern's Enola Yard near Harrisburg. The foursome was destined for Ellwood Crankshaft's $80 million project to convert the former Sharon Westinghouse plant's Z Building along Sharpsville Avenue to manufacturing the largest internal combustion engine crankshafts in the world. One wag observing the U-shaped frame components suggested that 'U might stand for ugly', but I think the residents of Mercer County would counter that the tremendous investment in the Shenango Valley that has brought these new industrial machines to town represents a thing of beauty.

An idea of what the two enormous forges (
assembled from the four frame pieces) will look like in service, above and below the plant floor, can be seen in the illustrations under the headings of 'Performance', 'Innovation' and 'Safety' on pages 11-13 of this manufacturer's brochure:

Tuesday, December 29, 2015

Norfolk Southern Board of Directors Unanimously Rejects Publicly Disclosed, Revised Proposal from Canadian Pacific

 Received via e-mail

 Norfolk Southern Corporation (NYSE: NSC) (“the Company”) today announced that its board of directors has unanimously rejected Canadian Pacific’s (TSX:CP) (NYSE:CP) Dec. 16, 2015, publicly disclosed, revised proposal to acquire the Company for $32.86 in cash, a fixed exchange ratio of 0.451 shares in a new company that would own Canadian Pacific and Norfolk Southern, and 0.451 of a Contingent Value Right.

The following is the text of the letter that was sent on Dec. 23, 2015, to Canadian Pacific’s Chief Executive Officer, E. Hunter Harrison, and its Chairman of the Board, Andrew F. Reardon.

December 23, 2015

Mr. E. Hunter Harrison                                                                                   Mr. Andrew F. Reardon
Chief Executive Officer                                                                                  Chairman of the Board
Canadian Pacific Railway                                                                               Canadian Pacific Railway
7550 Ogden Dale Road S.E.
Calgary, AB T2C 4X9

Dear Mr. Reardon and Mr. Harrison:

The board of directors of Norfolk Southern has carefully reviewed your latest revised proposal, which you publicly disclosed on December 16, but have not otherwise communicated to us. That review was conducted with the assistance of our independent financial, legal and regulatory advisors. In its review, the board noted that the only change from your prior proposal was to include a Contingent Value Right (“CVR”).

The board of Norfolk Southern has unanimously determined that your latest revised proposal is grossly inadequate, creates substantial regulatory risks and uncertainties that are highly unlikely to be overcome, and is not in the best interest of the Company and its shareholders. This would be the case even if the CVR had a value at the high end of the range suggested in your publicly filed presentation. In fact, our financial advisors believe that the CVR would trade at a significant discount.

In addition, you have not addressed the significant regulatory issues that we have previously identified. We do not believe that your voting trust structure would be approved. As you know, our view reflects careful analysis by our regulatory experts and is fully supported by two former Surface Transportation Board (“STB”) Commissioners. You have a path to seek a declaratory order from the STB as to whether the voting trust structure that you proposed could work. The STB has clear, statutorily-established authority to issue declaratory orders to remove uncertainty, and there is precedent for it in the voting trust context. No involvement by Norfolk Southern is required for you to seek a declaratory order regarding the legality of putting Canadian Pacific into a voting trust under your proposed structure. Your decision not to seek an order shows a lack of confidence in your proposed structure.

You continue to publicly declare that we are not “engaging” or “meeting” with you. There is no basis to meet until you both make a compelling offer and address the regulatory issues, which you have the ability to do by seeking a declaratory order. We also note your repeated public statements that you are not willing to increase your offer regardless of whether we were to meet.

The Norfolk Southern board of directors is focused on protecting the interests of our shareholders. It would be inconsistent with the duties of the board to pursue a risky and uncertain offer that substantially undervalues the Company. Accordingly, the board of directors has unanimously rejected your latest revised proposal.


/S/                                                                                                                          /S/

Jim Squires                                                                                                         Steven Leer
Chairman, President and                                                                              Lead Director
Chief Executive Officer

Morgan Stanley & Co. LLC and Bank of America Merrill Lynch are acting as financial advisors to Norfolk Southern Corporation and Skadden, Arps, Slate, Meagher & Flom LLP, Hunton & Williams LLP and Morrison & Foerster LLP are acting as legal advisors.

About Norfolk Southern

Norfolk Southern Corporation (NYSE: NSC) is one of the nation’s premier transportation companies. Its Norfolk Southern Railway Company subsidiary operates approximately 20,000 route miles in 22 states and the District of Columbia, serves every major container port in the eastern United States, and provides efficient connections to other rail carriers. Norfolk Southern operates the most extensive intermodal network in the East and is a major transporter of coal, automotive, and industrial products.

Forward-Looking Statements

Certain statements in this press release are forward-looking statements within the meaning of the safe harbor provision of the Private Securities Litigation Reform Act of 1995, as amended, including but not limited to statements regarding the indication of interest made by Canadian Pacific Railway Limited.  In some cases, forward-looking statements may be identified by the use of words like “believe,” “expect,” “anticipate,” “estimate,” “plan,” “consider,” “project,” and similar references to the future. Forward-looking statements are made as of the date they were first issued and reflect the good-faith evaluation of the Company’s management of information currently available. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Company’s control, including future actions that may be taken by Canadian Pacific Railway Limited in furtherance of its unsolicited proposal.  These and other important factors, including those discussed under “Risk Factors” in the Company’s Form 10-K for the year ended December 31, 2014, as well as the Company’s other public filings with the SEC, may cause our actual results, performance or achievement to differ materially from those expressed or implied by these forward-looking statements.  Forward-looking statements are not, and should not be relied upon as, a guarantee of future performance or results, nor will they necessarily prove to be accurate indications of the times at or by which any such performance or results will be achieved.  As a result, actual outcomes and results may differ materially from those expressed in forward-looking statements. We undertake no obligation to update or revise forward-looking statements, whether as a result of new information, the occurrence of certain events or otherwise, unless otherwise required by applicable securities law.

Wednesday, December 23, 2015

Norfolk Southern announces additional actions to improve efficiency and reduce operating costs

 received via e-mail

NORFOLK VA., Dec. 22, 2015 – Norfolk Southern (NYSE: NSC) announced today it will consolidate operations of its coal docks located on Lake Erie in Northern Ohio. This change will streamline operations for customers while improving network efficiency and reducing operating costs for Norfolk Southern.

NS plans to idle its Ashtabula, Ohio, Coal Pier and shift operations to the railroad’s Sandusky, Ohio, Dock. Ashtabula will continue to operate until all coal inventories have been transloaded, which is expected to be completed by May 2016. The facility will remain idled until and if market conditions warrant reopening.

“Norfolk Southern is committed to providing shippers with an efficient transportation network, and we are actively addressing the industry-wide decline in coal volumes by streamlining operations and positioning our railroad for long-term success,” said David Lawson, NS vice president coal marketing.

The consolidation will help Norfolk Southern achieve efficiencies by reducing capital investment requirements and employee headcount.  A total of 21 positions will be affected as part of the transition. These employees can apply for other positions at the company. Earlier this month 13 employees at Ashtabula were furloughed due to coal market conditions. Six employees will continue to oversee security and environmental systems at Ashtabula.

Norfolk Southern has owned and operated the Ashtabula coal pier since 1999.  The facility primarily serves the thermal coal market, transloading coal from Ohio, Pennsylvania, and West Virginia to Canada and U.S. destinations by ship. CSX also has rights to use the Ashtabula dock.

“Coal has been – and continues to be – a significant part of Norfolk Southern’s heritage of service and success,” said Mike Wheeler, NS senior vice president operations. “Our customers depend on us to provide a high-performing, 21st Century transportation option that is safe, efficient, and reliable. Norfolk Southern is adapting to evolving market conditions by realizing efficiencies and optimizing our infrastructure to support long-term growth.”

Ohio is a strategic part of Norfolk Southern’s 22-state rail network. NS operates 2,200 miles of track and employs more than 3,700 people in the state, providing connections to domestic and international markets for Ohio-based manufacturers and businesses.  In 2014, NS doubled the size of its Bellevue, Ohio, yard in a $160 million expansion project, creating the largest rail classification yard in the eastern U.S.

About Norfolk Southern
Norfolk Southern Corporation (NYSE: NSC) is one of the nation’s premier transportation companies. Its Norfolk Southern Railway Company subsidiary operates approximately 20,000 route miles in 22 states and the District of Columbia, serves every major container port in the eastern United States, and provides efficient connections to other rail carriers. Norfolk Southern operates the most extensive intermodal network in the East and is a major transporter of coal, automotive, and industrial products.

Tuesday, December 22, 2015

By Dawn's Early Light, QTTX #131033 whips west through Cresson, PA on 35A

Received via e-mail from Nathan Clark

A short while earlier, in predawn darkness, this block of loaded and spacer cars on the head-end of the train was arcing around the world-famous Horse Shoe Curve, as the 35A's two road locomotives and two rear-end helpers hauled and pushed the 117-car train over the Allegheny Mountains. Also just minutes before passing through Cresson, this train topped the grade inside the tunnel at Gallitzin, PA (passing from the Susquehanna River watershed into that of the Mighty Mississippi, in crossing the drainage divide)and began the descent down the West Slope grade toward Johnstown and Pittsburgh. On Sunday afternoon, the heavy machinery components were at destination.

Monday, December 21, 2015

Visit to Bronx Botanical Gardens "G" scale trains - 1/11/16

Open to all who are interested...

Looking to visit on Monday, Jan 11.......any interest in joining in????
All rail trip, NJ or NYC start points.....escorted from Penn Station....Admission is $20 ($18 seniors) + rail transportation (ISS)........spread the word.........