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): May 23, 1997
CSX CORPORATION
(Exact name of registrant as specified in its charter)
Virginia
(State or other jurisdiction of
incorporation or organization)
2-63273 62-1051971
(Commission (I.R.S. Employer
File No.) Identification No.)
One James Center, 901 East Cary Street, Richmond, VA 23219
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(804) 782-1400
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ITEM 5. OTHER EVENTS
On May 23, 1997, the joint tender offer (the "Joint Tender Offer") of CSX
Corporation (the "Company") and Norfolk Southern Corporation ("NSC") expired.
The Joint Tender Offer was made pursuant to an agreement between the Company and
NSC dated as of April 8, 1997 (the "CSX/NSC Agreement"). It was effected through
Green Acquisition Corp. ("Green", a subsidiary jointly owned by the Company and
NSC) for the outstanding shares of Conrail Inc. ("Conrail") not already owned by
Green, the Company and NSC. Most of such outstanding shares were acquired in the
Joint Tender Offer. The Company's joint press release with NSC announcing the
expiration of the Joint Tender Offer is included as Exhibit 99.1 hereto and is
incorporated herein by reference.
On June 2, 1997, a subsidiary company wholly-owned by Green merged with and
into Conrail. In the merger, all Conrail shares not already owned by Green, the
Company and NSC were converted into the right to receive $115 cash per share and
the remaining Conrail shares were cancelled. The Company's joint press release
with NSC announcing the completion of the merger is included as Exhibit 99.2
hereto and is incorporated herein by reference.
The Company entered into a $2,500,000,000 Amended and Restated Credit
Agreement, dated as of May 20, 1997, among the Company, the lenders parties
thereto, Bank of America National Trust and Savings Association and Nationsbank,
N.A., as Co-Syndication Agents, The Bank of Nova Scotia, as Documentation Agent,
and The Chase Manhattan Bank, as Administrative Agent. The Amended and Restated
Credit Agreement is included as Exhibit 10.1 hereto and is incorporated herein
by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
The following exhibits are filed as a part of this report.
10.1 Amended and Restated Credit Agreement, dated as of
May 20, 1997, among the Company, the lenders parties
thereto, Bank of America National Trust and Savings
Association and Nationsbank, N.A., as Co-Syndication
Agents, The Bank of Nova Scotia, as Documentation
Agent, and The Chase Manhattan Bank, as
Administrative Agent.
15.1 Awareness letter of Price Waterhouse LLP, Independent
Accountants.
23.1 Consent of Price Waterhouse LLP, Independent
Accountants.
99.1 Joint press release issued by the Company and NSC on
May 27, 1997.
99.2 Joint press release issued by the Company and NSC on
June 3, 1997.
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99.3 The audited Consolidated Statements of Income,
Consolidated Statements of Stockholders' Equity and
Consolidated Statements of Cash Flows of Conrail for
each of the years in the three-year period ended
December 31, 1996, and the Consolidated Balance
Sheets of Conrail at December 31, 1996 and December
31, 1995.
99.4 The unaudited Condensed Consolidated Statements of
Income and Condensed Consolidated Statements of Cash
Flows of Conrail for each of the quarters ended March
31, 1997 and 1996, and the Condensed Consolidated
Balance Sheets of Conrail at March 31, 1997 and
December 31, 1996.
99.5 Pro forma condensed consolidated financial statements
of the Company as of and for the fiscal quarter ended
March 28, 1997 and the fiscal year ended December 27,
1996, adjusted to reflect its acquisition of an
interest in Conrail.
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Signature
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
CSX CORPORATION
By: /s/ MARK G. ARON
Mark G. Aron
Executive Vice President -
Law and Public Affairs
Date: June 4, 1997
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EXHIBIT LIST
Exhibit Description
10.1 Amended and Restated Credit Agreement, dated as of May 20, 1997,
among the Company, the lenders parties thereto, Bank of America
National Trust and Savings Association and Nationsbank, N.A., as
Co-Syndication Agents, The Bank of Nova Scotia, as Documentation
Agent, and The Chase Manhattan Bank, as Administrative Agent.
15.1 Awareness letter of Price Waterhouse LLP, Independent Accountants.
23.1 Consent of Price Waterhouse LLP, Independent Accountants.
99.1 Joint press release issued by the Company and NSC on May 27, 1997.
99.2 Joint press release issued by the Company and NSC on June 3, 1997.
99.3 The audited Consolidated Statements of Income, Consolidated
Statements of Stockholders' Equity and Consolidated Statements of
Cash Flows of Conrail for each of the years in the three-year period
ended December 31, 1996, and the Consolidated Balance Sheets of
Conrail at December 31, 1996 and December 31, 1995.
99.4 The unaudited Condensed Consolidated Statements of Income and
Condensed Consolidated Statements of Cash Flows of Conrail for each
of the quarters ended March 31, 1997 and 1996, and the Condensed
Consolidated Balance Sheets of Conrail at March 31, 1997 and
December 31, 1996.
99.5 Pro forma condensed consolidated financial statements of the Company
as of and for the fiscal quarter ended March 28, 1997 and the fiscal
year ended December 27, 1996, adjusted to reflect its acquisition of
an interest in Conrail.
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