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 1, 1999
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 1, 1999, CSX Corporation ("CSX") and Norfolk Southern
Corporation ("Norfolk Southern") formally began integrated operations over their
respective portions of the Conrail Inc. ("Conrail") rail system. This step
implements the operating plan envisioned by CSX and Norfolk Southern when they
completed the joint acquisition of Conrail in May 1997 and later received
regulatory approval permitting them to exercise joint control over Conrail in
August 1998.
Under this operating plan, CSX Transportation, Inc. ("CSXT"),
CSX's rail subsidiary, has added approximately 4,400 route miles of track in the
Northeastern and Midwestern United States and in Canada to its existing lines
concentrated in the Middle Atlantic and Southeastern United States. To service
the new operations, approximately 6,200 former Conrail employees have joined
CSXT. CSXT now operates a network of more than 22,700 route miles in 23 states,
the District of Columbia, and two Canadian provinces and employs approximately
34,500 employees across the combined system.
The rail subsidiaries of CSX and Norfolk Southern operate their
respective portions of the Conrail system pursuant to various operating
agreements which took effect on June 1 and pay operating fees to Conrail for the
use of right-of-way and equipment. Conrail continues to provide rail service in
certain geographic areas for the joint benefit of CSX and Norfolk Southern for
which it is compensated on the basis of usage by the respective railroads.
CSX and Norfolk Southern, through a joint acquisition entity,
hold economic interests in Conrail of 42% and 58%, respectively, and voting
interests of 50% each.
CSX's press release announcing the event is included as an
exhibit hereto and is incorporated herein by reference. Copies of material
contracts governing the transaction and related operations are also filed as
exhibits hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
The following exhibits are filed as a part of this report.
10.1 Amendment No. 1, dated as of August 22, 1998, to the
Transaction Agreement, dated as of June 10, 1997, by
and among CSX Corporation, CSX Transportation, Inc.,
Norfolk Southern Corporation, Norfolk Southern Railway
Company, Conrail Inc., Consolidated Rail Corporation,
and CRR Holdings LLC.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS, Continued
10.2 Amendment No. 2, dated as of June 1, 1999, to the
Transaction Agreement, dated June 10, 1997, by and
among CSX Corporation, CSX Transportation, Inc.,
Norfolk Southern Corporation, Norfolk Southern Railway
Company, Conrail Inc., Consolidated Rail Corporation,
and CRR Holdings, LLC.
10.3 Operating Agreement, dated as of June 1, 1999, by and
between New York Central Lines LLC and CSX
Transportation, Inc.
10.4 Shared Assets Area Operating Agreement for North
Jersey, dated as of June 1, 1999, by and among
Consolidated Rail Corporation, CSX Transportation,
Inc., and Norfolk Southern Railway Company, with
exhibit thereto.
10.5 Shared Assets Area Operating Agreement for Southern
Jersey/Philadelphia, dated as of June 1, 1999, by and
among Consolidated Rail Corporation, CSX
Transportation, Inc., and Norfolk Southern Railway
Company, with exhibit thereto.
10.6 Shared Assets Area Operating Agreement for
Detroit, dated as of June 1, 1999, by and among
Consolidated Rail Corporation, CSX Transportation,
Inc., and Norfolk Southern Railway Corporation, with
exhibit thereto.
10.7 Monongahela Usage Agreement, dated as of June 1, 1999,
by and among CSX Transportation, Inc., Norfolk
Southern Railway Company, Pennsylvania Lines LLC, and
New York Central Lines LLC, with exhibit thereto.
99.1 Press release issued by CSX Corporation on June 1,
1999.
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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 & Public Affairs
Date: June 11, 1999
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EXHIBIT LIST
Exhibit Description
10.1 Amendment No. 1, dated as of August 22, 1998, to the Transaction
Agreement, dated as of June 10, 1997, by and among CSX
Corporation, CSX Transportation, Inc., Norfolk Southern
Corporation, Norfolk Southern Railway Company, Conrail Inc.,
Consolidated Rail Corporation, and CRR Holdings LLC.
10.2 Amendment No. 2, dated as of June 1, 1999, to the Transaction
Agreement, dated June 10, 1997, by and among CSX Corporation, CSX
Transportation, Inc., Norfolk Southern Corporation, Norfolk
Southern Railway Company, Conrail Inc., Consolidated Rail
Corporation, and CRR Holdings, LLC.
10.3 Operating Agreement, dated as of June 1, 1999, by and between
New York Central Lines LLC and CSX Transportation, Inc.
10.4 Shared Assets Area Operating Agreement for North Jersey, dated as
of June 1, 1999, by and among Consolidated Rail Corporation, CSX
Transportation, Inc., and Norfolk Southern Railway Company, with
exhibit thereto.
10.5 Shared Assets Area Operating Agreement for Southern
Jersey/Philadelphia, dated as of June 1, 1999, by and among
Consolidated Rail Corporation, CSX Transportation, Inc., and
Norfolk Southern Railway Company, with exhibit thereto.
10.6 Shared Assets Area Operating Agreement for Detroit, dated as of
June 1, 1999, by and among Consolidated Rail Corporation, CSX
Transportation, Inc., and Norfolk Southern Railway Corporation,
with exhibit thereto.
10.7 Monongahela Usage Agreement, dated as of June 1, 1999, by and
among CSX Transportation, Inc., Norfolk Southern Railway Company,
Pennsylvania Lines LLC, and New York Central Lines LLC, with
exhibit thereto.
99.1 Press release issued by CSX Corporation on June 1, 1999.
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