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): April 20, 2007
CSX CORPORATION
(Exact name of registrant as specified in its charter)
| Virginia | 1-08022 | 62-1051971 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 500 Water Street, 15th Floor, Jacksonville, Florida | 32202 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (904) 359-3200
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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On April 20, 2007, CSX Corporation (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated, as representatives of the Underwriters named therein (the “Underwriters”) for the public offering of $300,000,000 aggregate principal amount of the Company’s 5.600% Notes due 2017 (the “2017 Notes”) and $700,000,000 aggregate principal amount of the Company's 6.150% Notes due 2037 (the “2037 Notes” and, together with the 2017 Notes, the “Notes”). The Notes were issued pursuant to an indenture, dated as of August 1, 1990, between the Company and The Bank of New York, successor to JPMorgan Chase Bank, N.A., formerly The Chase Manhattan Bank, as trustee, as supplemented by a First Supplemental Indenture dated as of June 15, 1991, a Second Supplemental Indenture dated as of May 6, 1997, a Third Supplemental Indenture dated as of April 22, 1998, a Fourth Supplemental Indenture dated as of October 30, 2001, a Fifth Supplemental Indenture dated as of October 27, 2003, a Sixth Supplemental Indenture dated as of September 23, 2004, and a Seventh Supplemental Indenture dated as of April 25, 2007 (the “Indenture”), and an Action of Authorized Pricing Officers dated April 20, 2007. The Notes have been registered under the Securities Act of 1933, as amended (the “Act”), by a Registration Statement on Form S-3ASR (Registration No. 333-140732) which became effective February 15, 2007. On April 20, 2007, the Company filed with the Securities and Exchange Commission, pursuant to Rule 424(b)(5) under the Act, its Prospectus, dated February 15, 2007, and Prospectus Supplement, dated April 20, 2007, pertaining to the offering and sale of the Notes.
The form of the 2017 Notes, the form of the 2037 Notes and the Seventh Supplemental Indenture are filed as Exhibits 4.2, 4.3 and 4.4, respectively, to this Report, and are incorporated by reference therein.
| ITEM 2.03. | CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT. |
See Item 1.01.
| ITEM 8.01. | OTHER EVENTS. |
Pursuant to the terms of the Company’s $1,250,000,000 five-year revolving credit facility agreement, the Company has requested a one-year extension of the maturity date of the agreement, and has received confirmations from all participating Lenders. As a result, the credit facility will now expire by its terms in May, 2012.
| ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS. |
| (d) | Exhibits required to be filed by Item 601 of Regulation S-K. |
The following exhibits are filed as a part of this report.
Exhibit No. | Description | |
1.1 | Underwriting Agreement, dated April 20, 2007, among CSX Corporation and Citigroup Global Markets Inc., J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated, as representatives of the underwriters named therein. | |
4.1 | Action of Authorized Pricing Officers of CSX Corporation dated April 20, 2007. | |
4.2 | Form of 2017 Note. | |
4.3 | Form of 2037 Note. | |
4.4 | Seventh Supplemental Indenture dated as of April 25, 2007 between CSX Corporation and The Bank of New York, successor to JPMorgan Chase Bank, N.A., formerly The Chase Manhattan Bank, as trustee. | |
5.1 | Opinion of Cravath, Swaine & Moore LLP as to the validity of the Notes. | |
12.1 | Calculation of Ratio of Earnings to Fixed Charges. | |
23.1 | Consent of Cravath, Swaine & Moore LLP contained in the opinion filed as Exhibit 5.1. |
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 thereunto duly authorized.
| CSX CORPORATION | ||||||
| Date: | April 25, 2007 | By: | /s/ David A. Boor | |||
David A. Boor Vice President-Tax and Treasurer | ||||||