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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CSX CORPORATION
(Exact name of registrant as specified in its charter)
COMMONWEALTH OF VIRGINIA 62-1051971
(State or other jurisdiction (I.R.S. Employer Identification Number)
of incorporation or organization)
ONE JAMES CENTER
901 EAST CARY STREET
RICHMOND, VIRGINIA 23219
(804) 782-1400
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
1987 LONG-TERM PERFORMANCE STOCK PLAN
(Full title of the Plan)
PETER J. SHUDTZ, ESQ.
GENERAL COUNSEL
CSX CORPORATION
ONE JAMES CENTER
901 EAST CARY STREET
RICHMOND, VIRGINIA 23219
(804) 783-1400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price Per Offering Registration
be Registered Registered Share Price Fee
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Common Stock
$1.00 par
value 5,000,000(1) $67.63(2) $338,150,000 $116,603.45
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(1) The maximum number of shares of Common Stock of CSX Corporation
(the "Company") that may be offered and sold hereunder.
(2) Estimated pursuant to Rule 457(c) solely for purposes of
calculating the registration fee. Based on the average of the high and low
prices for the Common Stock reported in the consolidated reporting system of
the New York Stock Exchange on December 16, 1994.
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PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
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The Company and the 1987 Long-Term Performance Stock Plan (the
"Plan") hereby incorporate by reference into this Registration Statement the
documents listed below, which have been filed with the Securities and Exchange
Commission (the "Commission").
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993.
(b) All reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the
end of the fiscal year covered by the Company's annual report referred to in
(a) above.
(c) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-B filed on September 25, 1980 under Section
12 of the Exchange Act, as amended by Amendment Number 1 filed with the
Commission on June 17, 1988.
Each document or report subsequently filed by the Company and the
Plan with the Commission pursuant to Sections 13(a), 13(c), 14, and 15(d) of
the Exchange Act after the date of this Registration Statement, but prior to
the filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered by this Registration Statement have been
sold or which deregisters all such securities then remaining unsold, shall be
deemed to be incorporated by reference into this Registration Statement.
Each document or report incorporated into this Registration Statement by
reference shall be deemed to be a part of this Registration Statement from the
date of the filing of such document with the Commission until the information
contained therein is superseded or updated by any subsequently filed document
which is incorporated by reference into this Registration Statement.
Item 4. Description of Securities
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Not Applicable.
Item 5. Interests of Named Experts and Counsel
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Not Applicable.
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Item 6. Indemnification of Directors and Officers
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Article 10 of the Virginia Stock Corporation Act provides, in
general, for indemnification by a corporation of any person threatened with or
made a party to any action, suit or proceeding by reason of the fact that he
or she is, or was, a director, officer, employee or agent of such corporation.
Indemnification is also authorized with respect to a criminal action or
proceeding where the person had no reasonable cause to believe that his
conduct was unlawful.
Article VII of the Company's Amended and Restated Articles of
Incorporation provides for mandatory indemnification of directors and officers
against liability incurred by them in proceedings instituted or threatened
against them by third parties, or by or on behalf of the Company itself,
relating to the manner in which they performed their duties unless they have
been guilty of willful misconduct or of a knowing violation of the criminal
law.
The Company's Amended and Restated Articles of Incorporation also
provide that in every instance permitted under Virginia corporation law in
effect from time to time, the liability of a director or officer of the
Company to the Company or its shareholders arising out of a single
transaction, occurrence or course of conduct shall be limited to one dollar.
The Company maintain standard policies of officers' and directors'
liability insurance.
Item 7. Exemption from Registration Claimed
-----------------------------------
Not Applicable.
Item 8. Exhibits
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See Index to Exhibits.
Item 9. Undertakings
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The undersigned registrant hereby undertakes or acknowledges:
(a) (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
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(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to section 13(a) or section 15(d) of the Securities Exchange Act of 1934, and
each filing of the Plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
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SIGNATURES
The Registrant.
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Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia,
on December 22, 1994.
CSX CORPORATION
By: /s/GREGORY R. WEBER
-------------------
Gregory R. Weber
Vice President, Controller and Treasurer
(Principal Accounting Officer)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
John W. Snow Chairman of the Board and
Director, President, Chief Executive
Officer and Director
(Principal Executive Officer)(a)
James Ermer Senior Vice President-Finance
(Principal Financial Officer)(a)
Edward L. Addison Director(a)
Elizabeth E. Bailey Director(a)
Robert L. Burrus, Jr. Director(a)
Bruce C. Gottwald Director(a)
John R. Hall Director(a)
Robert D. Kunisch Director(a)
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Hugh L. McColl, Jr. Director(a)
James W. McGlothlin Director(a)
Southwood J. Morcott Director(a)
Charles E. Rice Director(a)
William C. Richardson Director(a)
Frank S. Royal Director(a)
William B. Sturgill Director(a)
(a)/s/PETER J. SHUDTZ
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Peter J. Shudtz
Attorney-in-Fact
December 22, 1994
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The Plan.
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Pursuant to the requirements of the Securities Act of 1933, the
members of the Plan Committee have duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Richmond, Commonwealth of Virginia, on December 22, 1994.
1987 LONG-TERM PERFORMANCE STOCK PLAN
By: /s/GREGORY R. WEBER
-----------------------------
Gregory R. Weber
Attorney-in-Fact
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