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UNITED STATES
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 of (I.R.S. Emloyer
incorporation of organization) Identification No.)
One James Center
901 East Cary Street
Richmond, Virginia 23219
(Address, including zip code, of Principal Executive Offices)
CSX CORPORATION
STOCK PURCHASE AND LOAN PLAN
(Full title of the plan)
Ellen M. Fitzsimmons
Assistant General Counsel
CSX Corporation
One James Center
901 East Cary Street
Richmond, Virginia 23219
(804) 782-1400
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of the Registration Statement.
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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 4,600,000(1) $46.63(3) $214,498,000 $73,964.83
$1.00 par value
Rights to Purchase
Preferred Stock 4,600,000(2) $ 100.00
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(1) Represents the maximum number of shares of Common Stock of CSX
Corporation that may be offered and sold hereunder.
(2) The Rights to Purchase Preferred Stock will be attached to and
trade with shares of the Common Stock of the Company. Value attributable
to such rights, if any, will be reflected in the market price of the shares
of Common Stock. The fee paid represents the minimum statutory fee
pursuant to Section 6(b) of the Securities Act of 1933, as amended.
(3) Estimated pursuant to Rule 457(c) solely for purposes of
calculating 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 July 25, 1996.
All securities covered by this Registration Statement will be issued
to certain present and future officers and employees of the Company (or of
any subsidiary of the Company) from time to time under the CSX Corporation
Stock Purchase and Loan Plan.
Exhibit Index begins on page II-1.
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PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
-----------------------------------------------
The Company hereby incorporates by reference into this Registration
Statement the documents listed below which have been filed with the Securities
and Exchange Commission.
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 29, 1995.
(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 annual report referred to in (a) above,
including the Company's Quarterly Reports on Form 10-Q for the quarters ended
March 29, 1996 and June 28, 1996.
(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 in Amendment Number 1 filed with the
Commission on June 17, 1988.
(d) The description of the Rights associated with the Common Stock
appearing in Amendment Number 1 to its Form 8-A dated September 7, 1990, filed
with the Commission in connection with the listing of such Rights on the New
York Stock Exchange.
Each document or report subsequently filed by the Company 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 or by any
subsequently furnished appendix to 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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The legality of the Common Stock to which this Registration Statement
relates has been passed upon for the Company by Ellen M. Fitzsimmons,
Assistant General Counsel of the Company. Ms. Fitzsimmons is paid a salary by
the Company, is a participant in various employee benefit plans offered to
employees of the Company generally, and owns and has options to purchase
shares of Common Stock.
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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 corporate 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 transac-
tion, occurrence or course of conduct shall be limited to one dollar.
The Company maintains standard policies of officers' and directors'
liability insurance.
Item 7. Exemption from Registration Claimed
-----------------------------------
Not Applicable.
Item 8. Exhibits
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See Exhibit Index.
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:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
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decrease in the volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range may
be reflected in the form of a prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the effective
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.
(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 the 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 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
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 July 30, 1996.
CSX CORPORATION
Registrant
By: /s/JAMES L. ROSS
--------------------------
James L. Ross
Vice President and Controller
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 and Chief
Executive Officer (Principal
Executive Officer)*
Paul R. Goodwin Executive Vice President-Finance
(Principal Financial Officer)*
/s/ JAMES L. ROSS
James L. Ross Vice President and Controller
(Principal Accounting Officer)
Elizabeth E. Bailey Director*
Robert L. Burrus, Jr. Director*
Bruce C. Gottwald Director*
John R. Hall Director*
Robert D. Kunisch Director*
Hugh L. McColl, Jr. Director*
James W. McGlothlin Director*
Southwood J. Morcott Director*
Charles E. Rice Director*
William C. Richardson Director*
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SIGNATURES (Continued)
Frank S. Royal, M.D. Director*
*By: /s/ALAN A. RUDNICK
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Alan A. Rudnick
Attorney-in-Fact
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Exhibit Index
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The following exhibits are filed herewith as part of this Registration
Statement:
Electronic
Exhibit Page Submission
No. No. Document
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5 Opinion and Consent of Ellen M. Fitzsimmons,
Assistant General Counsel of the Company, as
to the validity of the Common Stock and the
Rights offered hereunder II-2 2
23.1 Consent of Independent Auditors II-3 3
23.2 Consent of Ellen M. Fitzsimmons (included
in Exhibit 5) II-2 2
24 Power of Attorney II-4 4
99 Stock Purchase and Loan Plan II-6 5
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