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): June 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 June 23, 1997, CSX Corporation (the "Company") and Norfolk Southern
Corporation ("Norfolk Southern") issued a joint press release, a copy of which
is attached hereto as Exhibit 99, announcing the filing on June 23, 1997, with
the Surface Transportation Board of their formal application for control of
Conrail Inc. ("Conrail).
That application includes the definitive Transaction Agreement, dated as
of June 10, 1997, among the Company, CSX Transportation, Inc. Norfolk Southern,
Norfolk Southern Railway Company, Conrail, Consolidated Rail Corporation and CRR
Holdings LLC ("Transaction Agreement"), to which are annexed various schedules
and exhibits, and which (a) elaborates the understandings contained in the
Agreement, dated as of April 8, 1997, between the Company and Norfolk Southern -
already filed with the Commission - and (b) specifies among other things, (i)
certain of the routes and assets of Conrail over which the Company and Norfolk
Southern (including affiliates) will have operating and other rights, and (ii)
certain other Conrail routes and assets to be used and/or operated by the
Company and Norfolk Southern (including affiliates) on a joint or shared basis.
The Transaction Agreement and certain schedules thereto are attached hereto as
Exhibit 10 and are incorporated herein by reference.
The joint application, by which the press release is qualified, is a
public document, available for review in its entirety at the office of the
Surface Transportation Board, located at 1925 K Street, NW, Washington, D.C.
20423-0001.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
The following exhibits are filed as a part of this report.
10 Copy of the Transaction Agreement, dated as of June 10,
1997, by and among the Company, CSX Transportation, Inc.
Norfolk Southern, Norfolk Southern Railway Company,
Conrail, Consolidated Rail Corporation and CRR Holdings
LLC, with certain schedules thereto.
99 Joint press release issued by the Company
and Norfolk Southern on June 23, 1997.
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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: MARK G. ARON
Mark G. Aron
Executive Vice President - Law and
Public Affairs
Date: July 8, 1997
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EXHIBIT LIST
Exhibit Description
10 Copy of the Transaction Agreement, dated as of June 10, 1997, by and
among the Company, CSX Transportation, Inc. Norfolk Southern,
Norfolk Southern Railway Company, Conrail, Consolidated Rail
Corporation and CRR Holdings LLC, with certain schedules thereto.
99 Joint press release issued by the Company and Norfolk Southern on
June 23, 1997.
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