ROANOKE TIMES

                         Roanoke Times
                 Copyright (c) 1995, Landmark Communications, Inc.

DATE: FRIDAY, May 11, 1990                   TAG: 9005110282
SECTION: BUSINESS                    PAGE: C-1   EDITION: METRO 
SOURCE: By Landmark News Service
DATELINE: WILLIAMSBURG                                LENGTH: Medium


NS ELECTS BALILES TO BOARD

Stockholders elected former Gov. Gerald Baliles to the board of directors of Norfolk Southern Corp. Thursday, as other directors predicted unprecedented challenges to the Norfolk-based transportation company.

More than 100 shareholders convened for the annual meeting at the Williamsburg Lodge and hundreds more mailed in proxies. They also re-elected NS chairman Arnold B. McKinnon and Penn Virginia Corp. chairman E.B. Leisenring Jr. to the board.

Stockholders cast a majority of at least 136 million of the 139 million shares voted. There are nearly 176 million shares outstanding.

They continued the terms of seven other directors and accepted the retirements of two: former Aluminum Company of America chairman W.H. Krome George and former J.P. Morgan & Company Inc. vice chairman Ralph F. Leach, both 72. The retirements reduced the size of the board from 12 directors to 10.

Baliles, 49, who brings youth to the board - other directors average age 62 - becomes the only director who does not own stock in NS.

The former governor, who was appointed to the board in February by other directors in anticipation of the shareholder vote Thursday, said he has adopted a low profile in his first months as a member.

"I've tried to take Yogi Berra's advice: You can observe a lot by just watching," Baliles said Thursday. "I've been observing and watching."

Baliles, who as governor led Virginia to a greater role in world trade, said he will continue that crusade as an international law partner in Hunton & Williams of Richmond.

He said he would host a meeting today in Richmond among Virginia business leaders and Czechoslovakian government officials and he planned to go to Brussels this weekend to represent his law firm in meetings with Western European businesses.

NS may look to the former governor's international experience, executives said, as the company's railroad and truck line strive to move more imports and exports.

The company got $1.3 billion of its $4.6 billion in revenues last year from coal shipments and carried much of that to Norfolk piers for export to Europe, Asia and Latin America. NS trains and trucks also haul a lot of import or export merchandise packed in ocean-going containers to and from Hampton Roads and other East Coast ports. All that traffic could be dramatically affected, executives said, by political and economic liberalization overseas, particularly in Europe.

But NS will face more domestic competition - and enjoy fewer financial windfalls from deregulation - as overseas markets unfold, McKinnon predicted.

"The competitive challenges of the '80s will only intensify in the '90s. At the same time, there will be fewer opportunities for quantum leaps in cost containment," he said.

NS profits declined 4.6 percent to $606.2 million last year. But the company promptly rebounded, McKinnon noted, with record profits of $140.2 million in the first quarter of this year, up 4.8 percent from the same period last year.



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