As filed with the Securities and Exchange Commission on March 1, 2001.
Registration No. 333-54700
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
__________________
CSX CORPORATION
(Exact name of registrant as specified in charter)
Commonwealth of Virginia 62-1051971
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
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)
Ellen M. Fitzsimmons, Esq.
Senior Vice President - Law
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 of process)
__________________
Copy to:
Joseph C. Carter, III, Esq.
McGuireWoods LLP
One James Center, 901 East Cary Street
Richmond, Virginia 23219
(804) 775-4307
(804) 698-2028 (facsimile)
__________________
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this registration statement.
_________________
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act or until the registration statement shall become effective on
such date as the Securities and Exchange Commission, acting pursuant to said
Section 8(a), may determine.
Subject to Completion, March 1, 2001
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+ The information in this prospectus is not complete and may be changed. We +
+ may not sell these securities until the registration statement filed with +
+ the Securities and Exchange Commission is effective. This prospectus is not +
+ an offer to sell these securities and it is not soliciting an offer to buy +
+ these securities in any state where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
PROSPECTUS
$800,000,000
CSX
CORPORATION
One James Center
901 East Cary Street
Richmond, Virginia 23219
(804) 782-1400
DEBT SECURITIES, COMMON STOCK, PREFERRED STOCK, DEPOSITARY SHARES AND SECURITIES
WARRANTS
________________
We may sell from time to time, in one or more offerings:
. debt securities
. common stock
. preferred stock
. depositary shares
. warrants for debt securities, common stock or preferred stock
________________
The total offering price of these securities, in the aggregate, will not
exceed $800,000,000. We will provide specific terms of these securities in
supplements to this prospectus. You should read this prospectus and any
supplement carefully before you invest.
________________
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
________________
This prospectus is dated , 2001.
TABLE OF CONTENTS
About This Prospectus...................................................... 3
Where You Can Find More Information........................................ 3
CSX Corporation............................................................ 4
Recent Developments........................................................ 4
Forward-Looking Statements................................................. 5
Ratio of Earnings to Fixed Charges......................................... 5
Use of Proceeds............................................................ 6
Description of Debt Securities............................................. 7
Description of Capital Stock............................................... 20
Description of Depositary Shares........................................... 24
Description of Securities Warrants......................................... 25
Plan of Distribution....................................................... 26
Legal Opinions............................................................. 27
Experts.................................................................... 27
ABOUT THIS PROSPECTUS
This prospectus is part of a shelf registration statement that CSX
Corporation filed with the Securities and Exchange Commission. Under the shelf
registration statement, CSX may sell any combination of the securities described
in this prospectus in one or more offerings up to a total dollar amount of
$800,000,000. For further information about our business and the securities, you
should refer to the registration statement and its exhibits. The exhibits to the
registration statement and the documents we incorporate by reference contain the
full text of certain contracts and other important documents summarized in this
prospectus. Since these summaries may not contain all the information that you
may find important in deciding whether to purchase the securities CSX may offer,
you should review the full text of those documents. The registration statement
can be obtained from the SEC as indicated under the heading "Where You Can Find
More Information."
This prospectus provides you with a general description of the securities
CSX may offer. Each time CSX sells securities, we will provide a prospectus
supplement that will contain specific information about the terms of that
offering. Material United States federal income tax considerations will also be
discussed in the applicable prospectus supplement. The prospectus supplement may
also add, update or change information contained in this prospectus. You should
read both this prospectus and any prospectus supplement together with additional
information described under the heading "Where You Can Find More Information".
2
WHERE YOU CAN FIND MORE INFORMATION
CSX files annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and copy
any document we file at the SEC's public reference rooms in Washington, D.C.,
New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330
for further information on the public reference rooms. You may also read and
copy these documents at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005.
The SEC allows CSX to incorporate by reference the information we file with
them, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is an
important part of this prospectus, and information that we file later with the
SEC will automatically update and supersede this information. CSX incorporates
by reference the documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), until CSX sells all of the securities.
. Annual Report on Form 10-K for the fiscal year ended December 29, 2000;
. Current Report on Form 8-K filed with the SEC on January 31, 2001;
and
. The description of CSX common stock contained in our Registration
Statement on Form 8-B (File No. 1-8022) filed with the SEC on September
25, 1980; and the description of the Rights (described below) contained
in our Registration Statement on Form 8-A (File No. 1-8022) filed with
the SEC on May 29, 1998 and Form 8-A/A (File No. 1-8022) filed with the
SEC on June 28, 2000.
You may request a copy of any filings referred to above, at no cost, by
contacting CSX at the following address: Alan A. Rudnick, Vice President -
General Counsel and Corporate Secretary, CSX Corporation, One James Center, 901
East Cary Street, Richmond, Virginia 23219, telephone number (804) 782-1400.
You should rely only on the information contained or incorporated by
reference in this prospectus and any prospectus supplement. CSX has not
authorized anyone to provide you with different information. If anyone provides
you with different or inconsistent information, you should not rely on it. CSX
will not make an offer to sell these securities in any jurisdiction where the
offer or sale is not permitted. You should assume that the information appearing
in this prospectus, as well as information CSX previously filed with the SEC and
incorporated by reference in this prospectus, is accurate only as of the date on
the front cover of this prospectus. Our business, financial condition, results
of operations and prospects may have changed since that date.
3
CSX CORPORATION
CSX, incorporated in Virginia in 1978 and headquartered in Richmond,
Virginia, operates the largest rail network in the eastern United States and
also provides intermodal, container shipping and international terminal
services. CSX's goal, advanced at each of our business units, is to provide
efficient, competitive transportation and related services for our customers and
to deliver superior value to our shareholders. Unless the context indicates
otherwise, references in this prospectus to CSX are to CSX Corporation and our
consolidated subsidiaries.
CSX Transportation Inc. ("CSXT")
CSXT is the largest rail network in the eastern United States, providing
rail freight transportation over a network of more than 23,400 route miles in 23
states, the District of Columbia and two Canadian provinces. Headquartered in
Jacksonville, Florida, CSXT accounted for 74% of CSX's operating revenue and 76%
of operating income in 2000.
CSX Intermodal Inc. ("CSXI")
CSXI is the nation's only transcontinental intermodal transportation
service provider, operating a network of dedicated intermodal facilities across
North America. The CSXI network runs approximately 500 dedicated trains between
our 48 terminals every week. CSXI accounted for 14% of CSX's operating revenue
and 12% of operating income in 2000. CSXI's headquarters are located in
Jacksonville, Florida.
CSX Lines LLC
CSX Lines was formed in 1999 to operate the domestic liner business of Sea-
Land Service, Inc. ("Sea-Land"), consisting of a fleet of 16 vessels and 27,000
containers serving the trade between ports on the United States mainland and
Alaska, Guam, Hawaii and Puerto Rico. The domestic container-shipping business
was retained by CSX when Sea-Land's international container-shipping operations
were sold to A.P. Moller-Maersk Line ("Maersk") in December 1999. CSX Lines
accounted for 8% of CSX's operating revenue and broke even on operating income
in 2000. CSX Lines is headquartered in Charlotte, North Carolina.
CSX World Terminals LLC
CSX World Terminals, formed in 1999, operates container-freight terminal
facilities at 12 locations in Hong Kong, China, Australia, Europe and the
Dominican Republic. These operations also were retained by CSX when Sea-Land's
international liner business was sold to Maersk. CSX World Terminals accounted
for 4% of CSX's operating revenue and 9% of operating income in 2000. CSX World
Terminals is headquartered in Charlotte, North Carolina.
Non-Transportation
Our non-transportation holdings include: the AAA Five-Diamond hotel, The
Greenbrier, in White Sulphur Springs, West Virginia; CSX Real Property Inc.,
which is responsible for sales, leasing and development of CSX-owned properties;
and a majority interest in Yukon Pacific Corporation, which is promoting
construction of the Trans-Alaska Gas System to transport Alaska's North Slope
natural gas to Valdez for export to Asian markets.
4
FORWARD-LOOKING STATEMENTS
This prospectus, including documents incorporated by reference, contains
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended (the "Securities Act"), and Section 21E of the Exchange
Act. Estimates, forecasts and other forward-looking statements included, or
incorporated by reference, in this prospectus are based on many assumptions
about complex economic and operating factors with respect to industry
performance, general business and economic conditions and other matters that
cannot be predicted accurately and that are subject to contingencies over which
CSX has no control. Forward-looking statements are subject to uncertainties and
other factors that may cause actual results to differ materially from the views,
beliefs, and projections expressed in those statements. The words "believe,"
"expect," "anticipate," "project," and similar expressions signify forward-
looking statements.
Factors that may cause actual results to differ materially from those
contemplated by these forward-looking statements include, among others, the
following possibilities:
. costs and operating difficulties related to the integration of the
Conrail rail system may not be eliminated or resolved within the time
frame currently anticipated and revenue and cost synergies expected
from the integration of Conrail may not be fully realized or realized
within the time frame anticipated;
. general economic or business conditions, either nationally or
internationally, an increase in fuel prices, a tightening of the labor
market or changes in demands of organized labor resulting in higher
wages, or increased benefits or other costs or disruption of
operations may adversely affect our businesses;
. legislative or regulatory changes, including possible enactment of new
initiatives with respect to the environment or initiatives to re-
regulate the rail industry, may adversely affect our businesses;
. possible additional consolidation of the rail industry in the near
future may adversely affect our operations and business; and
. changes may occur in the securities and capital markets.
You are cautioned not to place undue reliance on any forward-looking
statements made by or on behalf of CSX. These forward-looking statements speak
only as of the date the statement was made. We undertake no obligation to update
or revise any forward-looking statement.
RATIO OF EARNINGS TO FIXED CHARGES
CSX's consolidated ratio of earnings to fixed charges for each of the
fiscal periods indicated is as follows:
For the Fiscal Years Ended
----------------------------------------------------
Dec. 29, Dec. 31, Dec. 25, Dec. 26, Dec. 27,
2000 1999 1998 1997 1996
----------------------------------------------------
Ratio of earnings to fixed charges (a)(b)(c)(d)........... 1.4x 1.1x 1.7x 2.5x 3.9x
__________
(a) For purposes of computing the ratio of earnings to fixed charges, earnings
represent earnings from operations before income taxes plus interest
expense related to indebtedness, amortization of debt discount, the
interest portion of fixed rent expense, and undistributed earnings of
affiliates accounted for using the equity method. Fixed charges include
interest on indebtedness (whether expensed or capitalized), amortization of
debt discount and the interest portion of fixed rent expense.
5
(b) The years ended December 27, 1996 and December 29, 1995 were prior to the
acquisition of CSX's interests in Conrail Inc. and therefore do not include
the increased interest expense incurred by CSX subsequent to that
transaction.
(c) All periods' calculations have been restated to exclude from earnings, the
activities of CSX's contract logistics segment which was sold in September
2000.
(d) Pretax earnings for certain periods include the effects of various non-
recurring gains and charges. These items are summarized as follows:
(1) A pretax loss of $360 million related to an impairment charge related
to the sale of assets comprised of the international liner business of
Sea-Land and certain container terminal facilities is included in the
year ended December 31, 1999.
(2) A pretax gain of $27 million from the sale of CSX's investment in
Grand Teton Lodge Company, a wholly-owned subsidiary located in
Jackson Hole, Wyoming is included in the year ended December 31, 1999.
(3) A pretax gain of $154 million primarily from the conveyance of CSX's
barge subsidiary to a joint venture is included for the year ended
December 25, 1998.
(4) A restructuring credit of $30 million to reverse a charge taken in
1995 related to a restructuring plan is included for the year ended
December 25, 1998.
Excluding these items, the ratio of earnings to fixed charges for each of
the periods indicated below would have been:
Fiscal year ended December 31, 1999 1.5x
Fiscal year ended December 25, 1998 1.4x
USE OF PROCEEDS
CSX will use the net proceeds from the sale of the securities for general
corporate purposes, which may include reduction or refinancing of outstanding
indebtedness, capital expenditures, working capital requirements, implementation
of work force reductions, improvements in productivity and other cost reductions
at our major transportation units, and redemptions and repurchases of certain
outstanding securities. CSX has not specifically allocated the proceeds to those
purposes as of the date of this prospectus. The precise amount and timing of the
application of proceeds from the sale of securities will depend upon the funding
requirements of CSX and the availability and cost of other funds at the time of
the sale. Allocation of the proceeds of a particular series of securities, or
the principal reasons for the offering if no allocation has been made, will be
described in the applicable prospectus supplement.
6
DESCRIPTION OF DEBT SECURITIES
CSX may issue debt securities either separately, or together with, or upon
the conversion of or in exchange for, other securities. The debt securities will
be either senior unsecured obligations or subordinated unsecured obligations of
CSX. Senior debt securities will be issued under a senior indenture dated as of
August 1, 1990 between CSX and The Chase Manhattan Bank, as trustee, as
supplemented by a First Supplemental Indenture dated as of June 15, 1991, a
Second Supplemental Indenture dated as of May 6, 1997 and a Third Supplemental
Indenture dated as of April 22, 1998. Subordinated debt securities will be
issued under a subordinated indenture to be entered into between CSX and The
Chase Manhattan Bank, as trustee. A copy of the senior indenture and the
subordinated indenture have been incorporated by reference in, or filed as an
exhibit to, the registration statement of which this prospectus is a part. The
senior indenture and the subordinated indenture are sometimes referred to
collectively as the "indentures". The trustee under the senior indenture and the
trustee under the subordinated indenture are sometimes referred to collectively
as the "trustees".
The summary of certain provisions of the indentures and the debt securities
set forth below and the summary of certain terms of a particular series of debt
securities set forth in the applicable prospectus supplement do not purport to
be complete and are subject to and are qualified in their entirety by reference
to all of the provisions of the indentures, which provisions of the indentures
(including defined terms) are incorporated in this description of debt
securities by reference.
The debt securities may be issued from time to time in one or more series
of senior debt securities and one or more series of subordinated debt
securities. Neither indenture limits the aggregate principal amount of debt
securities that may be issued under it and provides that debt securities of any
series may be issued under that indenture up to an aggregate principal amount
that may be authorized from time to time by CSX. The terms of each series of
debt securities will be established by or pursuant to a resolution of our Board
of Directors and set forth or determined in the manner provided in an officer's
certificate or by a supplemental indenture. The following description of debt
securities summarizes certain general terms and provisions of the series of debt
securities to which any prospectus supplement may relate. The particular terms
of each series of debt securities offered by a prospectus supplement or
prospectus supplements will be described in the prospectus supplement or
prospectus supplements relating to that series.
Unless otherwise indicated, currency amounts in this prospectus and any
prospectus supplement are stated in United States dollars.
General
The prospectus supplement for a particular series of debt securities will
describe the specific terms of that series, including (where applicable):
. the title of the debt securities;
. any limit on the aggregate principal amount of the debt securities;
. whether the debt securities are to be issuable as registered debt
securities or bearer debt securities or both, whether any of the debt
securities are to be issuable initially in temporary global form and
whether any of the debt securities are to be issuable in permanent
global form;
. the price or prices (expressed as a percentage of the aggregate
principal amount of the debt securities) at which the debt securities
will be issued;
. the date or dates on which the debt securities will mature;
. the rate or rates per annum at which the debt securities will bear
interest, if any, or the formula pursuant to which the rate or rates
will be determined, and the date or dates from which interest will
accrue;
7
. the interest payment dates on which interest on the debt securities
will be payable and the regular record date for any interest payable
on any registered debt securities on any interest payment date;
. the person to whom any interest on any registered debt securities of
the series will be payable, if other than the person in whose name
that debt security (or one or more predecessor debt securities) is
registered at the close of business on the regular record date for
that interest, the manner in which, or the person to whom, any
interest on any bearer debt security of the series will be payable, if
otherwise than upon presentation and surrender of the applicable
coupons, and the extent to which, or the manner in which, any interest
payable on a temporary global debt security on an interest payment
date will be paid if other than in the manner provided in the relevant
indenture and the extent to which, or the manner in which, any
interest payable on a permanent global debt security on an interest
payment date will be paid;
. each office or agency where, subject to the terms of the indenture as
described below under "Payment and Paying Agents," the principal of
and any premium and interest on the debt securities will be payable
and each office or agency where, subject to the terms of the indenture
as described below under "Form, Exchange, Registration and Transfer,"
the debt securities may be presented for registration of transfer or
exchange;
. the period or periods within which and the price or prices at which
the debt securities may, pursuant to any optional redemption
provisions, be redeemed, in whole or in part, at our option and the
other detailed terms and conditions of any optional redemption
provisions;
. the obligation, if any, of CSX to redeem or purchase the debt
securities pursuant to any sinking fund or analogous provisions or at
the option of the holder of the debt securities and the period or
periods within which and the price or prices at which the debt
securities will be redeemed or purchased, in whole or in part,
pursuant to that obligation, and the other detailed terms and
conditions of that obligation;
. the denominations in which any registered debt securities will be
issuable, if other than denominations of $1,000 and any integral
multiple thereof, and the denomination or denominations in which
bearer debt securities will be issuable, if other than denominations
of $5,000;
. the currency or currencies, including currency units, in which payment
of principal of and any premium and interest on the debt securities
will be payable if other than U.S. dollars and the ability, if any, of
CSX or the holders of the debt securities to have payments made in any
currency other than those in which the debt securities are stated to
be payable;
. whether the amount of payments of principal of, premium, if any, and
interest, if any, on the debt securities may be determined with
reference to an index and the manner in which those amounts will be
determined;
. the portion of the principal amount of the debt securities which shall
be payable upon acceleration if other than the full principal amount;
. any limitation on the application of the terms of the indenture
described below under "Discharge, Defeasance and Covenant Defeasance";
. the terms, if any, upon which the debt securities may be convertible
into or exchangeable for other securities;
. whether the debt securities will be senior debt securities or
subordinated debt securities; and
. any other terms of the debt securities not inconsistent with the
provisions of the relevant indenture.
8
The prospectus supplement will also describe any special provisions for the
payment of additional amounts relating to specified taxes, assessments or other
governmental charges in respect of the debt securities of that series and
whether CSX has the option to redeem the affected debt securities rather than
pay those additional amounts.
As used in this prospectus and any prospectus supplement relating to the
offering of any debt securities, references to the principal of and premium, if
any, and interest, if any, on the debt securities will be deemed to include
mention of the payment of additional amounts, if any, required by the terms of
the debt securities.
If the purchase price of any debt securities is payable in a currency other
than U.S. dollars or if principal of, or premium, if any, or interest, if any,
on any of the debt securities is payable in any currency other than U.S.
dollars, the specific terms and other information with respect to those debt
securities and that currency will be specified in the related prospectus
supplement.
Debt securities of a series may also be issued under the indenture upon the
exercise of debt warrants issued by CSX. See "Description of Debt Warrants."
The indentures do not contain any provisions that may afford the holders of
debt securities of any series protection in the event of a highly leveraged
transaction or other transaction that may occur in connection with a takeover
attempt resulting in a decline in the credit rating of the debt securities.
Those provisions, if applicable to the debt securities of any series, will be
described in the related prospectus supplement.
Form, Exchange, Registration and Transfer
Unless otherwise indicated in the applicable prospectus supplement, each
series of debt securities will be issued in registered form only, without
coupons. The indentures, however, provide that CSX may also issue debt
securities in bearer form only, or in both registered and bearer form. Bearer
debt securities shall not be offered, sold, resold or delivered in connection
with their original issuance in the United States or to any United States person
other than offices located outside the United States of certain United States
financial institutions. Purchasers of bearer debt securities will be subject to
certification procedures and may be affected by certain limitations under United
States tax laws. Those procedures and limitations will be described in the
prospectus supplement relating to the offering of the bearer debt securities.
Unless otherwise indicated in an applicable prospectus supplement or prospectus
supplements, bearer debt securities will have interest coupons attached. The
indentures also will provide that debt securities of a series may be issuable in
temporary or permanent global form. See "Global Debt Securities."
At the option of the holder, subject to the terms of the relevant
indenture, registered debt securities of any series will be exchangeable for
other registered debt securities of the same series of any authorized
denominations and of a like aggregate principal amount and tenor. In addition,
if debt securities of any series are issuable as both registered debt securities
and bearer debt securities, at the option of the holder, subject to the terms of
the relevant indenture, bearer debt securities (with all unmatured coupons,
except as provided below, and with all matured coupons in default) of that
series will be exchangeable for registered debt securities of the same series of
any authorized denominations and of a like aggregate principal amount and tenor.
Bearer debt securities surrendered in exchange for registered debt securities
between a regular record date or a special record date and the relevant date for
payment of interest shall be surrendered without the coupon relating to that
date for payment of interest and interest will not be payable in respect of the
registered debt security issued in exchange for that bearer debt security, but
will be payable only to the holder of the coupon when due in accordance with the
terms of the indenture. Registered debt securities, including registered debt
securities received in exchange for bearer debt securities, may not be exchanged
for bearer debt securities. Each bearer debt security and coupon will bear a
legend to the following effect:
"Any United States person who holds this obligation will be subject to
limitations under the United States income tax laws, including the
limitations provided in Sections 165(j) and 1287(a) of the Internal Revenue
Code."
Debt securities may be presented for exchange as provided above, and
registered debt securities may be presented for registration of transfer (with
the form of transfer duly executed), at the office of the security registrar
9
or at the office of any transfer agent designated by CSX for that purpose with
respect to any series of debt securities and referred to in an applicable
prospectus supplement, without a service charge and upon payment of any taxes
and other governmental charges as described in the relevant indenture. The
transfer or exchange will be effected upon the records of the security registrar
or the transfer agent, as the case may be, being satisfied with the documents of
title and identity of the person making the request. CSX has appointed the
trustee as security registrar. If a prospectus supplement refers to any transfer
agent (in addition to the security registrar) initially designated by CSX with
respect to any series of debt securities, CSX may at any time rescind the
designation of that transfer agent or approve a change in the location through
which that transfer agent acts, except that, if debt securities of a series are
issuable solely as registered debt securities, CSX will be required to maintain
a transfer agent in each place of payment for that series and, if debt
securities of a series are issuable as bearer debt securities, CSX will be
required to maintain (in addition to the security registrar) a transfer agent in
a place of payment for that series located outside the United States and its
possessions. CSX may at any time designate additional transfer agents with
respect to any series of debt securities.
In the event of any partial redemption, CSX will not be required to
. issue, register the transfer of or exchange any debt security during a
period beginning at the opening of business 15 days before any
selection for redemption of debt securities of like tenor and of the
series of which that debt security is a part, and ending at the close
of business on the earliest date on which the relevant notice of
redemption is deemed to have been given to all holders of debt
securities of like tenor and of the series to be redeemed;
. register the transfer of or exchange any registered debt security so
selected for redemption, in whole or in part, except the unredeemed
portion of any debt security being redeemed in part; or
. exchange any bearer debt security so selected for redemption, except
to exchange that bearer debt security for a registered debt security
of that series and like tenor which is immediately surrendered for
redemption.
Payment and Paying Agents
Unless otherwise indicated in an applicable prospectus supplement,
principal of and any premium and interest on bearer debt securities will be
payable, subject to any applicable laws and regulations, at the offices of
paying agents outside the United States and its possessions that CSX may
designate from time to time or, at the option of the holder, by check or by
transfer to an account maintained by the payee with a financial institution
located outside the United States and its possessions. Unless otherwise
indicated in an applicable prospectus supplement, payment of interest on a
bearer debt security on any interest payment date will be made only against
surrender to the paying agent of the coupon relating to that interest payment
date. No payment with respect to any bearer debt security will be made at any
office or agency of CSX in the United States or its possessions or by check
mailed to any address in the United States or its possessions or by transfer to
any account maintained with a financial institution located in the United States
or its possessions. However, payments of principal of and any premium and
interest on bearer debt securities denominated and payable in U.S. dollars will
be made at the office of the paying agent in the Borough of Manhattan, The City
of New York, if (but only if) payment of the full amount in U.S. dollars at all
offices or agencies outside the United States and its possessions is illegal or
effectively precluded by exchange controls or other similar restrictions.
Unless otherwise indicated in an applicable prospectus supplement,
principal of and any premium and interest on registered debt securities will be
payable, subject to any applicable laws and regulations, at the office of the
paying agent or paying agents that CSX may designate from time to time, except
that at our option payment of any interest may be made by check mailed to the
address of the person entitled to that payment as that address appears in the
security register. Unless otherwise indicated in an applicable prospectus
supplement, payment of interest on a registered debt security on any interest
payment date will be made to the person in whose name that registered debt
security (or predecessor debt security) is registered at the close of business
on the regular record date for that interest.
10
Unless otherwise indicated in an applicable prospectus supplement, the
corporate trust office of the trustee in The City of New York will be designated
as a paying agent for CSX for payments with respect to debt securities of each
series which are issuable solely as registered debt securities and as a paying
agent for payments with respect to debt securities of each series (subject to
the limitations described above in the case of bearer debt securities) which are
issuable solely as bearer debt securities or as both registered debt securities
and bearer debt securities. Any paying agents outside the United States and its
possessions and any other paying agents in the United States or its possessions
initially designated by CSX for the debt securities of each series will be named
in the applicable prospectus supplement. CSX may at any time designate
additional paying agents or rescind the designation of any paying agent or
approve a change in the office through which any paying agent acts, except that
if debt securities of a series are issuable solely as registered debt
securities, CSX will be required to maintain a paying agent in each place of
payment for that series and, if debt securities of a series are issuable as
bearer debt securities, CSX will be required to maintain
. a paying agent in the Borough of Manhattan, The City of New York for
payments with respect to any registered debt securities of the series
(and for payments with respect to bearer debt securities of the series
in the circumstances described above, but not otherwise), and
. a paying agent in a place of payment located outside the United States
and its possessions where debt securities of that series and any
related coupons may be presented and surrendered for payment;
provided, however, that if the debt securities of that series are listed on The
International Stock Exchange of the United Kingdom and the Republic of Ireland
Limited, the Luxembourg Stock Exchange or any other stock exchange located
outside the United States and its possessions and that stock exchange requires
CSX to do so, CSX will maintain a paying agent in London, Luxembourg or any
other required city located outside the United States and its possessions, as
the case may be, for the debt securities of that series.
All moneys paid by CSX to a paying agent for the payment of the principal
of and any premium or interest on any debt security of any series which remain
unclaimed at the end of two years after that principal, premium or interest has
become due and payable will be repaid to CSX and the holder of that debt
security or any related coupon will after that time look only to CSX for payment
of that principal, premium or interest.
Ranking of Debt Securities; Holding Company Structure
The senior debt securities will be unsecured unsubordinated obligations of
CSX and will rank on a parity in right of payment with all other unsecured and
unsubordinated indebtedness of CSX. The subordinated debt securities will be
unsecured obligations of CSX and will be subordinated in right of payment to all
existing and future senior indebtedness (as defined below) of CSX. See "-
Subordination of Subordinated Debt Securities."
The debt securities are obligations exclusively of CSX. CSX is a holding
company, substantially all of whose consolidated assets are held by our
subsidiaries. Accordingly, the cash flow of CSX and the consequent ability to
service our debt, including the debt securities, are largely dependent upon the
earnings of those subsidiaries.
Because CSX is a holding company, the debt securities will be effectively
subordinated to all existing and future indebtedness, trade payables,
guarantees, lease obligations and letter of credit obligations of CSX's
subsidiaries. Therefore, CSX's rights and the rights of our creditors, including
the holders of the debt securities, to participate in the assets of any
subsidiary upon the latter's liquidation or reorganization will be subject to
the prior claims of that subsidiary's creditors, except to the extent that CSX
may itself be a creditor with recognized claims against the subsidiary, in which
case the claims of CSX would still be effectively subordinate to any security
interest in, or mortgages or other liens on, the assets of that subsidiary and
would be subordinate to any indebtedness of that subsidiary senior to that held
by CSX. Although certain debt instruments to which CSX and our subsidiaries are
parties impose limitations on the incurrence of additional indebtedness, both
CSX and our subsidiaries retain the ability to incur substantial additional
indebtedness and lease and letter of credit obligations.
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Global Debt Securities
The debt securities of a series may be issued in whole or in part in the
form of one or more global securities that will be deposited with, or on behalf
of, a depositary identified in the prospectus supplement relating to that
series. Global debt securities may be issued in either registered or bearer form
and in either temporary or permanent form. Unless and until it is exchanged in
whole or in part for individual certificates evidencing debt securities in
definitive form, a global debt security may not be transferred except as a whole
by the depositary for that global debt security to a nominee of the depositary
or by a nominee of the depositary to the depositary or another nominee of the
depositary or by the depositary or any nominee to a successor of the depositary
or a nominee of the successor.
The specific terms of the depositary arrangement with respect to a series
of global debt securities and certain limitations and restrictions relating to a
series of global bearer debt securities will be described in the prospectus
supplement relating to that series.
Redemption and Repurchase
The debt securities of any series may be redeemable at our option, may be
subject to mandatory redemption pursuant to a sinking fund or otherwise, or may
be subject to repurchase by us at the option of the holders, in each case upon
the terms, at the times and at the prices set forth in the applicable prospectus
supplement.
Conversion and Exchange
The terms, if any, on which debt securities of any series are convertible
into or exchangeable for our common stock, preferred stock, depositary shares or
other debt securities will be set forth in the applicable prospectus supplement.
Those terms may include provisions for conversion or exchange, either mandatory,
at the option of the holders or at our option.
Certain Covenants and Agreements of CSX
The indentures do not limit the amount of indebtedness or lease obligations
that may be incurred by CSX and our subsidiaries. The indentures do not contain
provisions that would give holders of the debt securities the right to require
CSX to repurchase their debt securities in the event of a decline in the credit
rating of our debt securities resulting from a takeover, recapitalization or
similar restructuring.
Covenant in the Senior Indenture-Limitation on Liens on Stock of Our
Principal Subsidiaries.
The following covenant will be applicable to senior debt securities but not
to subordinated debt securities. The senior indenture provides that CSX may not,
nor may it permit any subsidiary to, create, assume, incur or suffer to exist
any mortgage, pledge, lien, encumbrance, charge or security interest of any kind
upon any stock or indebtedness, whether owned on the date of the senior
indenture or acquired later, of any principal subsidiary, to secure any
obligation (other than the senior debt securities) of CSX, any subsidiary or any
other person, unless all of the outstanding senior debt securities (and other
outstanding debt securities issued from time to time pursuant to the senior
indenture) will be directly secured equally and ratably with that obligation.
This provision does not restrict any other property of CSX or our subsidiaries.
The senior indenture defines "obligation" as indebtedness for money borrowed or
indebtedness evidenced by a bond, note, debenture or other evidence of
indebtedness; "principal subsidiary" as CSXT and SL Service, Inc.; and
"subsidiary" as a corporation a majority of the outstanding voting stock of
which is owned, directly or indirectly, by CSX or one or more subsidiaries, or
by CSX and one or more subsidiaries. The indentures do not prohibit the sale by
CSX or any subsidiary of any stock or indebtedness of any subsidiary, including
any principal subsidiary.
Provision in Both Indentures-Consolidation, Merger and Sale of Assets.
The following provision will be applicable to both senior debt securities
and subordinated debt securities. Each indenture provides that CSX may, without
the consent of the holders of any of the outstanding debt securities
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of a series, consolidate with, merge into or transfer our assets substantially
as an entirety to any corporation organized under the laws of any domestic or
foreign jurisdiction, provided that
. the successor corporation assumes, by a supplemental indenture, CSX's
obligations on the debt securities of each series and under the
indenture,
. after giving effect to the transaction, no event of default, and no
event which, after notice or lapse of time, or both, would become an
event of default will have occurred and be continuing, and
. CSX delivers to the relevant trustee an officer's certificate and an
opinion of counsel each stating that the transaction and supplemental
indenture, if any, comply with the applicable article of the indenture
and that all conditions precedent in the indenture relating to the
transaction have been complied with.
Events of Default
An "event of default" with respect to the debt securities of any series is
defined in the relevant indenture as being a:
. failure to pay principal of or any premium on any of the debt
securities of that series when due;
. failure to pay any interest on any debt security of that series when
due, continued for 30 days;
. failure to deposit any sinking fund payment, when due, in respect of
any debt security of that series;
. failure to perform any other covenant of CSX in the relevant indenture
(other than a covenant included in that indenture solely for the
benefit of series of debt securities other than that series) continued
for 90 days after written notice as provided in the indenture;
. certain events of bankruptcy, insolvency or reorganization of CSX; or
. any other event of default provided with respect to debt securities of
that series.
No event of default with respect to any particular series of debt
securities necessarily constitutes an event of default with respect to any other
series of debt securities. Each indenture provides that the trustee may withhold
notice to the holders of the debt securities of any series of the occurrence of
a default with respect to the debt securities of that series (except a default
in payment of principal, premium, if any, interest, if any, or sinking fund
payments, if any) if the trustee considers it in the interest of the holders to
do so.
Subject to the provisions of the Trust Indenture Act of 1939 requiring each
trustee, during an event of default under the relevant indenture, to act with
the requisite standard of care, and to the provisions of the relevant indenture
relating to the duties of the trustee in case an event of default occurs and is
continuing, a trustee will be under no obligation to exercise any of its rights
or powers under the indenture at the request or direction of any of the holders
of debt securities of any series or any related coupons unless those holders
offer to the trustee reasonable indemnity. Subject to the provisions for the
indemnification of the relevant trustee, the holders of a majority in aggregate
principal amount of the outstanding debt securities of any series will have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the relevant trustee, or exercising any trust or power
conferred on the trustee, with respect to debt securities of that series.
If an event of default with respect to debt securities of any series at the
time outstanding occurs and is continuing, either the relevant trustee or the
holders of at least 25% in aggregate principal amount of the outstanding debt
securities of that series may declare the principal of all those outstanding
debt securities to be due and payable immediately. At any time after a
declaration of acceleration with respect to debt securities of any series has
been made but before a judgment or decree for payment of money due has been
obtained by the relevant trustee, the holders of a majority in aggregate
principal amount of outstanding debt securities of that series may rescind any
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declaration of acceleration and its consequences, if all payments due (other
than those due as a result of acceleration) have been made and all events of
default have been cured or waived.
No holder of any debt securities of any series or any related coupons will
have any right to institute any proceeding with respect to the relevant
indenture or for any remedy under the indenture, unless that holder has
previously given to the relevant trustee written notice of a continuing event of
default with respect to debt securities of that series, the holders of at least
25% in aggregate principal amount of the outstanding debt securities of that
series have made written request, and offered reasonable indemnity, to the
relevant trustee to institute the proceeding as trustee, and the trustee has not
received from the holders of a majority in aggregate principal amount of the
outstanding debt securities of that series a direction inconsistent with that
request and has failed to institute the proceeding within 60 days. However,
these limitations do not apply to a suit instituted by a holder of an
outstanding debt security of that series for enforcement of payment of the
principal of, or any premium or interest on, that debt security on or after the
respective due dates expressed in that debt security.
CSX is required to furnish to the relevant trustee annually a statement as
to performance or fulfillment of covenants, agreements or conditions in the
relevant indenture and as to the absence of default.
Meetings, Modification and Waiver
Each indenture contains provisions permitting CSX and the relevant trustee,
with the consent of the holders of not less than a majority in aggregate
principal amount of the outstanding debt securities of each series issued under
that indenture and affected by a modification or amendment (voting as one
class), to modify or amend any of the provisions of that indenture or of those
debt securities or the rights of the holders of those debt securities under that
indenture, provided that no modification or amendment will, without the consent
of each holder of each outstanding debt security affected by that modification
or amendment:
. change the stated maturity of the principal of, or any installment of
principal of or interest on, any debt security, or reduce the
principal amount of or the rate of interest on or any premium payable
upon the redemption of any debt security, or change any obligation of
CSX to pay additional amounts (except as contemplated and permitted by
the indenture), or reduce the amount of the principal of an original
issue discount security that would be due and payable upon a
declaration of acceleration of the maturity of that security or change
the coin or currency in which any debt security or any premium or
interest on any debt security is payable, or impair the right to
institute suit for the enforcement of any payment on or after the
stated maturity of any debt security (or, in the case of redemption,
on or after the redemption date),
. reduce the percentage in principal amount of the debt securities, the
consent of the holders of which is required for any modification or
amendment or the consent of whose holders is required for any waiver
(of compliance with certain provisions of the indenture or certain
defaults under the indenture and their consequences) or reduce the
requirements for a quorum or voting at a meeting of holders of the
debt securities,
. change any obligation of CSX to maintain an office or agency in the
places and for the purposes required by the indenture,
. solely in the case of the subordinated indenture, modify any of the
provisions of the subordinated indenture relating to subordination of
the subordinated debt securities or the definition of senior
indebtedness in a manner adverse to the holders of the subordinated
debt securities, or
. modify any of the above provisions (except as permitted by the
indenture).
Each indenture also contains provisions permitting CSX and the relevant
trustee, without the consent of the holders of the debt securities issued under
the indenture, to modify or amend the indenture in order, among other things:
14
. to add any additional events of default or add to the covenants of CSX
for the benefit of the holders of all or any series of debt securities
issued under the indenture;
. to establish the form or terms of debt securities of any series;
. to cure any ambiguity, to correct or supplement any provision in the
indenture which may be inconsistent with any other provision in the
indenture, or to make any other provisions with respect to matters or
questions arising under the indenture which shall not adversely affect
the interests of the holders of any debt securities issued under the
indenture in any material respect; or
. to change or eliminate any of the provisions of the indenture,
provided that the change or elimination will become effective only
when there is no debt security outstanding of any series issued under
the indenture created prior to the execution of the supplemental
indenture which is entitled to the benefit of that provision.
The holders of at least a majority in aggregate principal amount of the
outstanding debt securities of a series may, on behalf of the holders of all the
debt securities of that series, waive, insofar as that series is concerned,
compliance by CSX with certain restrictive provisions of the indenture,
including the covenant described above under "-Certain Covenants and Agreements
of CSX-Covenant in the Senior Indenture-Limitation on Liens on Stock of Our
Principal Subsidiaries." The holders of not less than a majority in aggregate
principal amount of the outstanding debt securities of a series may, on behalf
of all holders of debt securities of that series and any related coupons, waive
any past default under the indenture with respect to debt securities of that
series, except a default (a) in the payment of principal of or any premium or
interest on any debt security of that series or (b) in respect of a covenant or
provision of the indenture which cannot be modified or amended without the
consent of the holder of each outstanding debt security of the series affected.
Each indenture provides that in determining whether the holders of the
requisite principal amount of the outstanding debt securities have given any
request, demand, authorization, direction, notice, consent or waiver under that
indenture or are present at a meeting of holders of debt securities for quorum
purposes,
(1) the principal amount of an original issue discount debt security that
will be deemed to be outstanding will be the amount of the principal
that would be due and payable as of the date of the determination upon
acceleration of the maturity thereof,
(2) the principal amount of a debt security denominated in a foreign
currency or currency unit will be the U.S. dollar equivalent,
determined as of the date of original issuance of that debt security,
of the principal amount of that debt security or, in the case of an
original issue discount debt security, the U.S. dollar equivalent,
determined as of the date of original issuance of that debt security,
of the amount determined as provided in (1) above and
(3) any debt security owned by CSX or any other obligor on that debt
security or any affiliate of CSX or other obligor will be deemed not
to be outstanding.
Each indenture contains provisions for convening meetings of the holders of
debt securities of any or all series. A meeting may be called at any time by the
relevant trustee, and also, upon request, by CSX or the holders of at least 10%
in aggregate principal amount of the outstanding debt securities of that series,
in each case upon notice given in accordance with "Notices" below and the
provisions of the indenture. Except for any consent which must be given by the
holder of each outstanding debt security that would be affected as described
above, any resolution presented at a meeting, or adjourned meeting duly
reconvened, at which a quorum (as described below) is present may be adopted by
the affirmative vote of the holders of a majority in principal amount of the
outstanding debt securities of that series; provided, however, that, except for
any consent which must be given by the holder of each outstanding debt security
that would be affected, as described above, any resolution with respect to any
consent, waiver, request, demand, notice, authorization, direction or other
action which may be given by the holders of not less than a specified percentage
in principal amount of the outstanding debt securities of a series may be
adopted at a
15
meeting, or an adjourned meeting duly reconvened, at which a quorum is present
only by the affirmative vote of the holders of not less than the specified
percentage in principal amount of the outstanding debt securities of that
series.
Any resolution passed or decision taken at any meeting of holders of debt
securities of any series duly held in accordance with the relevant indenture
will be binding on all holders of debt securities of that series and the related
coupons. The quorum required for any meeting called to adopt a resolution, and
at any reconvened meeting, will be persons holding or representing a majority in
principal amount of the outstanding debt securities of a series; provided,
however, that if any action is to be taken at that meeting with respect to a
consent, waiver, request, demand, notice, authorization, direction or other
action which may be given by the holders of not less than a specified percentage
in principal amount of the outstanding debt securities of a series, the persons
holding or representing that specified percentage in principal amount of the
outstanding debt securities of the series will constitute a quorum.
Notices
Except as otherwise provided in the indenture, notices to holders of bearer
debt securities will be given by publication at least twice in a daily newspaper
of general circulation in The City of New York and in any other city or cities
as may be specified in those debt securities. Notices to holders of registered
debt securities will be given by mail to the addresses of those holders as they
appear in the security register.
Title
Title to any bearer debt securities (including bearer debt securities in
temporary global form and in permanent global form) and any related coupons will
pass by delivery. CSX, the trustee and any agent of CSX or the trustee may treat
the bearer of any bearer debt security and the bearer of any coupon and the
registered owner of any registered debt security as the absolute owner (whether
or not that debt security or coupon is overdue and notwithstanding any notice to
the contrary) for the purpose of making payment and for all other purposes.
Replacement of Debt Securities
Any mutilated debt security or a debt security with a mutilated coupon will
be replaced by CSX at the expense of the holder upon surrender of that debt
security to the relevant trustee. Debt securities or coupons that become
destroyed, lost or stolen will be replaced by CSX at the expense of the holder
upon delivery to the relevant trustee of evidence of the destruction, loss or
theft satisfactory to CSX and the relevant trustee; in the case of any coupon
which becomes destroyed, lost or stolen, that coupon will be replaced by
issuance of a new debt security in exchange for the debt security to which the
coupon appertains. In the case of a destroyed, lost or stolen debt security or
coupon, an indemnity satisfactory to the trustee and CSX may be required at the
expense of the holder of that debt security or coupon before a replacement debt
security will be issued.
Discharge, Defeasance and Covenant Defeasance
Upon the direction of CSX, either indenture will generally cease to be of
further effect with respect to any series of debt securities issued under that
indenture specified by CSX (subject to the survival of certain provisions of
that indenture) when
. CSX has delivered to the relevant trustee for cancellation all debt
securities issued under that indenture or
. all debt securities issued under that indenture not previously
delivered to the relevant trustee for cancellation have become due and
payable, or are by their terms to become due and payable within one
year or are to be called for redemption within one year, and CSX has
deposited with the relevant trustee as trust funds the entire amount
sufficient to pay and discharge at stated maturity or upon redemption
the entire indebtedness on all debt securities issued under that
indenture
16
(and if, in either case, CSX has paid or caused to be paid all other sums
payable under the relevant indenture with respect to the debt securities of that
series by CSX and CSX has delivered an officer's certificate and an opinion of
counsel each stating that the requisite conditions have been complied with).
In addition, unless otherwise provided in an applicable prospectus
supplement, CSX may elect with respect to any series of debt securities either
(1) to defease and be discharged from any and all obligations with respect
to those debt securities (except as otherwise provided in the relevant
indenture) ("defeasance") or
(2) to be released from our obligations with respect to those debt
securities described above under "-Certain Covenants and Agreements of
CSX-Covenant in the Senior Indenture-Limitation on Liens on Stock of
Our Principal Subsidiaries" (which covenant appears only in the senior
indenture) and certain other restrictive covenants in the relevant
indenture and, if indicated in the applicable prospectus supplement,
our obligations with respect to any other covenant applicable to the
debt securities of that series ("covenant defeasance").
If we exercise our defeasance option with respect to any series of debt
securities, payment of those debt securities may not be accelerated because of
an event of default. If we exercise our covenant defeasance option with respect
to any series of debt securities, payment of those debt securities may not be
accelerated because of an event of default related to the covenants noted under
clause (2) of the immediately preceding paragraph. We may exercise our
defeasance option with respect to those debt securities even though we may have
previously exercised our covenant defeasance option.
If CSX effects covenant defeasance with respect to any debt securities and
those debt securities are declared due and payable because of the occurrence of
any event of default other than an event of default with respect to the covenant
described above under "-Certain Covenants and Agreements of CSX-Covenant in the
Senior Indenture-Limitation on Liens on Stock of Our Principal Subsidiaries"
(which covenant appears only in the senior indenture and which would no longer
be applicable to those debt securities after the covenant defeasance) or with
respect to any other covenant as to which there has been covenant defeasance,
the amount of monies and/or government obligations deposited with the applicable
trustee to effect the covenant defeasance may not be sufficient to pay amounts
due on those debt securities at the time of any acceleration resulting from the
event of default. However, we would remain liable to make payment of those
amounts due at the time of acceleration.
We may exercise our defeasance option or our covenant defeasance option
with respect to any series of debt securities, only if
(1) CSX irrevocably deposits in trust with the trustee cash and/or U.S.
government obligations for the payment of principal, premium, if any,
and interest with respect to those debt securities to maturity or
redemption, as the case may be, and we deliver to the relevant trustee
a certificate from a nationally recognized firm of independent public
accountants expressing their opinion that the payments of principal
and interest when due and without reinvestment on the deposited U.S.
government obligations plus any deposited money without investment
will provide cash at the times and in the amounts as will be
sufficient to pay the principal, premium, if any, and interest when
due with respect to all those debt securities to maturity or
redemption, as the case may be,
(2) no event of default with respect to the debt securities of that series
has occurred and is continuing
. on the date of the deposit or
. with respect to certain bankruptcy defaults, at any time during
the period ending on the 123rd day after the date of the deposit,
17
(3) the defeasance or covenant defeasance does not result in the trust
arising from that deposit to constitute, unless it is qualified as, a
regulated investment company under the Investment Company Act of 1940,
as amended,
(4) the defeasance or covenant defeasance does not result in a breach or
violation of, or constitute a default under, the relevant indenture or
any other agreement or instrument to which we are a party or by which
we are bound,
(5) CSX delivers to the trustee an opinion of counsel to the effect that
the holders of the debt securities will not recognize income, gain or
loss for United States federal income tax purposes as a result of the
defeasance or covenant defeasance and will be subject to United States
federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if the defeasance or covenant
defeasance had not occurred, and
(6) CSX delivers to the trustee an officer's certificate and an opinion of
counsel, each stating that all conditions precedent to the defeasance
and discharge of the debt securities as contemplated by the indenture
have been complied with.
The opinion of counsel, with respect to defeasance, referred to in clause
(5) above, must refer to and be based upon a ruling of the Internal Revenue
Service or a change in applicable United States federal income tax law occurring
after the date of the relevant indenture.
The trustee must hold in trust cash or U.S. government obligations
deposited with it as described above and must apply the deposited cash and the
proceeds from deposited U.S. government obligations to the payment of principal,
premium, if any, and interest with respect to the debt securities.
The applicable prospectus supplement may further describe the provisions,
if any, permitting or restricting defeasance or covenant defeasance with respect
to the debt securities of a particular series.
Governing Law
The indentures and the debt securities will be governed by, and construed
in accordance with, the laws of the State of New York.
Concerning the Trustees
The Trust Indenture Act of 1939 contains limitations on the rights of a
trustee, should it become a creditor of CSX, to obtain payment of claims in
certain cases or to realize on certain property received by it in respect of
those claims, as security or otherwise. Each trustee is permitted to engage in
other transactions with CSX and our subsidiaries from time to time, provided
that if the trustee acquires any conflicting interest it must eliminate the
conflict upon the occurrence of an event of default under the relevant
indenture, or else resign.
CSX and certain of our subsidiaries may from time to time maintain lines of
credit, and have other customary banking and commercial relationships, with The
Chase Manhattan Bank, the senior trustee and the subordinated trustee. The Chase
Manhattan Bank acts as trustee under the senior indenture and another indenture
pursuant to which we issued our Series A Medium-Term Notes, Series B Medium-Term
Notes, Series C Medium Term Notes, 7.00% Notes due 2002, 7.05% Debentures due
2002, 7.25% Debentures due 2004, 9.00% Debentures due 2006, 7.45% Debentures due
2007, 6.25% Notes due 2008, 7.90% Debentures due 2017, 8.625% Debentures due
2022, 8.10% Debentures due 2022, 7.95% Debentures due 2027, 6.95% Debentures due
2027, 7.25% Debentures due 2027 and 8.30% Debentures due 2032.
Subordination of Subordinated Debt Securities
The payment of the principal of, premium, if any, and interest, if any, on
the subordinated debt securities will be subordinated, to the extent and in the
manner set forth in the subordinated indenture, in right of payment to
18
the prior payment in full of all senior indebtedness which may at any time and
from time to time be outstanding. Unless otherwise provided in the applicable
prospectus supplement with respect to an issue of subordinated debt securities,
in the event of any distribution of our assets upon any dissolution, winding up,
liquidation, reorganization or other similar proceedings of CSX,
. all senior indebtedness shall first be paid in full, or that payment
shall be provided for, before any payment on account of the principal
of, or premium, if any, or interest, if any, on the subordinated debt
securities is made and
. if any payment or distribution of our assets is received by the
subordinated trustee or the holders of any of the subordinated debt
securities before all senior indebtedness is paid in full, that
payment or distribution will be paid over to the holders of senior
indebtedness or on their behalf for application to the payment of all
senior indebtedness remaining unpaid until all senior indebtedness has
been paid in full or that payment provided for, after giving effect to
any concurrent payment or distribution to the holders of senior
indebtedness.
Subject to the payment in full of all senior indebtedness upon any
distribution of our assets, the holders of the subordinated debt securities will
be subrogated to the rights of the holders of the senior indebtedness to the
extent of payments made to the holders of senior indebtedness out of the
distributive share of the subordinated debt securities.
By reason of subordination of the subordinated debt securities, if there is
any distribution of our assets upon dissolution, winding up, liquidation,
reorganization or other similar proceedings of CSX,
. holders of senior indebtedness will be entitled to be paid in full
before payments may be made on the subordinated debt securities and
the holders of subordinated debt securities will be required to pay
over their share of that distribution to the holders of senior
indebtedness until all senior indebtedness is paid in full and
. creditors of CSX who are neither holders of subordinated debt
securities nor holders of senior indebtedness may recover less,
ratably, than holders of senior indebtedness and may recover more,
ratably, than the holders of the subordinated debt securities.
Furthermore, subordination may result in a reduction or elimination of payments
to the holders of subordinated debt securities. The subordinated indenture
provides that the subordination provisions in the subordinated indenture will
not apply to any money and securities held in trust pursuant to the discharge,
defeasance and covenant defeasance provisions of the subordinated indenture (see
"-Discharge, Defeasance and Covenant Defeasance" above).
The subordinated indenture also provides that no payment on account of the
principal of, or premium, if any, sinking funds, if any, or interest, if any, on
the subordinated debt securities will be made unless full payment of amounts
then due for the principal of, premium, if any, sinking funds, if any, and
interest, if any, on senior indebtedness has been made or duly provided for.
The subordinated indenture defines "senior indebtedness" as
(1) any liability of CSX
. for borrowed money or under any reimbursement obligation relating
to a letter of credit, or
. evidenced by a bond, note, debenture or similar instrument, or
. for obligations to pay the deferred purchase price of property or
services, except trade accounts payable arising in the ordinary
course of business, or
. for the payment of money relating to a capitalized lease
obligation, or
19
. for the payment of money under any swap agreement;
(2) any liability of others described in the preceding clause (1) that CSX
has guaranteed or that is otherwise our legal liability; and
(3) any deferral, renewal, extension or refunding of any liability of the
types referred to in clauses (1) and (2) above,
unless, in the instrument creating or evidencing any liability referred to in
clause (1) or (2) above or any deferral, renewal, extension or refunding
referred to in clause (3) above or pursuant to which the same is outstanding, it
is expressly provided that the liability, deferral, renewal, extension or
refunding is subordinate in right of payment to all other indebtedness of CSX or
is not senior or prior in right of payment to the subordinated debt securities
or ranks pari passu with or subordinate to the subordinated debt securities in
right of payment; and provided that the subordinated debt securities shall not
constitute senior indebtedness. The subordinated indenture defines "swap
agreement" as any financial agreement designed to manage our exposure to
fluctuations in interest rates, currency exchange rates or commodity prices,
including without limitation swap agreements, option agreements, cap agreements,
floor agreements, collar agreements and forward purchase agreements.
If this prospectus is being delivered in connection with the offering of a
series of subordinated debt securities, the accompanying prospectus supplement
or the information incorporated by reference in this prospectus will set forth
the approximate amount of senior indebtedness outstanding as of a recent date.
There are no limitations in the subordinated indenture on the issuance or
incurrence of senior indebtedness of CSX.
DESCRIPTION OF CAPITAL STOCK
As of the date of this prospectus, the authorized capital stock of CSX is
(i) 300,000,000 shares of common stock, par value $1.00 per share, and (ii)
25,000,000 shares of preferred stock, without par value, issuable in series, of
which 3,000,000 shares of Series B Preferred Stock were reserved for issuance
under the Shareholders Rights Plan. As of December 29, 2000, 212,737,613 shares
of common stock were issued and outstanding, and no shares of preferred stock
were outstanding.
The following summary of certain provisions of common stock, preferred
stock, Series B Preferred Stock, the Amended and Restated Articles of
Incorporation and the By-laws of CSX do not purport to be complete and are
qualified in their entirety by reference to the Amended and Restated Articles of
Incorporation and the By-laws, copies of which have been incorporated by
reference or filed as exhibits to the registration statement.
Common Stock
CSX may issue (either separately or together with other securities) shares
of common stock. If we offer common stock, the specific terms of the offering,
including the number of shares offered and the initial public offering price,
will be described in the applicable prospectus supplement.
CSX common stock is listed on the New York Stock Exchange under the symbol
"CSX." All outstanding shares of common stock are fully-paid and non-assessable.
Any additional shares of common stock we issue will also be fully-paid and non-
assessable. Holders of common stock are entitled to one vote per share on all
matters voted on by shareholders, including elections of directors, and, except
as otherwise required by law or provided by the express provisions of any series
of preferred stock, the holders of those shares exclusively possess all voting
power of CSX. If and when issued and except as otherwise provided by law, the
holders of Series B Preferred Stock will be entitled to 100 votes per share
(subject to adjustment in accordance with the Amended and Restated Articles of
Incorporation) on all matters submitted to a vote of CSX shareholders, and the
holders of Series B Preferred Stock and the holders of common stock and any
other class of stock of CSX then having general voting rights will vote together
as one class. See "-Preferred Stock" and "-Series B Preferred Stock Reserved for
Issuance" below. There is no cumulative voting in the election of directors, and
no holder of common stock is entitled as such, as a matter of right, to
subscribe for or purchase any shares of common stock or preferred stock. Subject
to the preferential rights of any outstanding series of preferred stock, the
holders of common stock are entitled to receive
20
ratably dividends as may be declared from time to time by our Board of Directors
from funds legally available for that purpose. In the event of a liquidation,
dissolution or winding up of CSX, holders of common stock are entitled to share
ratably in all assets remaining after payment or provision for liabilities and
amounts owing in respect of any outstanding preferred stock.
The transfer agent for CSX common stock is Harris Trust Company located in
Chicago, Illinois.
Preferred Stock
CSX may issue shares of our preferred stock, in one or more series, either
separately, or together with, or upon the conversion of or in exchange for,
other securities.
The following description of preferred stock sets forth certain general
terms and provisions of any series of preferred stock to which any prospectus
supplement may relate. If we offer preferred stock, the terms of any particular
series of preferred stock, including preferred stock to be represented by
depositary shares, will be described in the applicable prospectus supplement,
including (where applicable):
. the title of the series;
. the number of shares offered,
. the initial public offering price;
. the dividend rate or method of calculation of the dividend rate and
the dividend payment dates or periods;
. the date from which dividends will accrue and whether dividends will
be cumulative;
. any right to vote with holders of shares of any other series or class
and any right to vote as a class;
. the provisions for redemption or repurchase, if applicable, including
any sinking fund provisions for the redemption or repurchase of
shares;
. the amount payable with respect to both the payment of dividends and
the distribution of assets upon liquidation, dissolution or winding up
of CSX;
. any listing on any securities exchange;
. the procedures for any auction or remarketing, if any;
. the terms and conditions, if any, upon which the preferred stock will
be convertible into or exchangeable for other securities;
. whether interests will be represented by depositary shares; and
. any other specific terms of the offered preferred stock.
The form of articles of amendment relating to a series of offered preferred
stock will be filed as an exhibit to or incorporated by reference in the
registration statement. The terms of the preferred stock offered under any
prospectus supplement may differ from the general terms set forth in this
prospectus.
Preferred stock may be issued from time to time in one or more series.
Subject to limitations prescribed by Virginia law and the Amended and Restated
Articles of Incorporation, our Board of Directors, without further action by the
shareholders, is authorized to designate and issue in series preferred stock and
to fix as to any series:
21
. the number of shares constituting that series,
. the rate of dividend, the time of payment and, if cumulative, the
dates from which dividends will be cumulative, and the extent of
participation rights, if any,
. any right to vote with holders of shares of any other series or class
and any right to vote as a class, either generally or as a condition
to specified corporate action,
. the price at and the terms and conditions on which shares may be
redeemed, including any sinking fund provisions for the redemption or
purchase of shares,
. the amount payable in the event of a liquidation, and
. whether shares will have the privilege of conversion, and if so, the
terms and conditions on which shares may be converted.
The issuance of preferred stock, while providing flexibility in connection
with possible acquisitions and other corporate purposes, could, among other
things, adversely affect the voting power of the holders of common stock and,
under certain circumstances, make it more difficult for a third party to gain
control of CSX or remove present management and could have the effect of
delaying or preventing a merger, tender offer or other attempted takeover of
CSX. No holder of preferred stock will be entitled, as a matter of right, to
subscribe for or purchase any shares of preferred stock or common stock.
Preferred stock will, when issued, be fully-paid and non-assessable. Unless
otherwise specified in the applicable prospectus supplement, any series of
offered preferred stock will rank, with respect to dividends and the
distribution of assets, senior to Series B Preferred Stock, if issued, and
common stock, and on a parity with shares of any other outstanding series of
preferred stock. Therefore, the Rights (described below) and any preferred stock
that may subsequently be issued may limit the rights of the holders of our
common stock and preferred stock. In addition, under certain circumstance,
preferred stock could also restrict dividend payments to our holders of common
stock
The transfer agent and registrar for a series of preferred stock will be
named in the applicable prospectus supplement.
Series B Preferred Stock Reserved for Issuance
In connection with the issuance of the Rights (described under "-
Shareholder Rights Plan" below), our Board of Directors designated 3,000,000
shares of preferred stock as Series B Preferred Stock. No shares of Series B
Preferred Stock are outstanding as of the date of this prospectus, and shares of
Series B Preferred Stock will be issued only in connection with the exercise of
Rights.
Subject to the rights of the holders of shares of any other series of
preferred stock ranking prior and superior to Series B Preferred Stock with
respect to dividends, and in preference to common stock or any other junior
series of preferred stock or other stock, each share of Series B Preferred Stock
is generally entitled to receive, when, as and if declared by our Board of
Directors out of funds legally available for that purpose, cumulative quarterly
cash dividends equal to the greater of $1.00 per share or, subject to certain
adjustments, 100 times the aggregate per share amount of all cash dividends and
non-cash dividends paid on each share of CSX's common stock in the preceding
quarter. Whenever quarterly dividends or other distributions payable to the
holders of Series B Preferred Stock are in arrears, whether or not those
dividends or other distributions have been declared, CSX cannot
. declare or pay dividends or distributions to holders of common stock
or any shares of stock junior to Series B Preferred Stock or
22
. purchase or otherwise acquire shares of Series B Preferred Stock or
any shares of stock junior to or on parity with Series B Preferred
Stock.
Except as otherwise provided by law, holders of shares of Series B
Preferred Stock are entitled to 100 votes for each share held, and the shares of
Series B Preferred Stock and the shares of common stock of CSX will vote
together as one class. In the event CSX declares or pays any dividend to holders
of common stock payable in common stock, or affects the number of outstanding
shares of common stock by reclassification or otherwise, the number of votes per
share of Series B Preferred Stock will be adjusted to equalize the relative
voting strength of the Series B Preferred Stock vis-a-vis the common stock to
the relative voting strength immediately prior to that event.
Upon any involuntary or voluntary liquidation, dissolution or winding up of
CSX, subject to the rights of any other capital stock prior in rank with respect
to liquidation, dissolution or winding up, the holders of Series B Preferred
Stock will be entitled to be paid out of the assets of CSX legally available for
that purpose the greater of $100 per share, plus accumulated and unpaid
dividends, or an amount per share equal to 100 times the aggregate amount to be
distributed per share to the holders of common stock (subject to certain
adjustments). In that liquidation, dissolution or winding up, Series B Preferred
Stock will be paid prior to any distributions to the holders of common stock or
any other stock ranking junior to Series B Preferred Stock. Holders of stock
ranking on a parity (either as to dividends or liquidation, dissolution or
winding up) with Series B Preferred Stock, will share ratably in any
distribution with holders of Series B Preferred Stock in proportion to the total
amounts to which the holders of all those shares are entitled upon liquidation,
dissolution or winding up of CSX.
In the event that CSX enters into any consolidation, merger, combination or
other transaction in which common stock is exchanged for or changed into other
securities, cash or property, the holders of Series B Preferred Stock will be
entitled to receive 100 times the per share consideration received in connection
with that transaction by holders of common stock (subject to certain
adjustments).
Shares of Series B Preferred Stock which have been acquired by CSX in any
manner whatsoever will not be reissued as Series B Preferred Stock, but will be
retired and cancelled in the manner provided by Virginia law and will constitute
authorized but unissued preferred stock undesignated as to series. Shares of
Series B Preferred Stock are not redeemable.
Shareholder Rights Plan
The following summary of certain provisions of CSX's Shareholder Rights
Plan and the Rights Agreement, dated as of May 29, 1998 as amended by Amendment
No. 1 dated as of June 27, 2000 (the "Rights Agreement"), between CSX and Harris
Trust Company of New York does not purport to be complete and is qualified in
its entirety by reference to the Rights Agreement, including the form of Rights
certificate attached to the Rights Agreement, and the articles of amendment for
Series B Preferred Stock, both of which are incorporated by reference as
exhibits to the registration statement.
The Rights Agreement contains provisions that could make it more difficult
for a third party to gain control of CSX and that could have the effect of
delaying or preventing a merger, tender offer or other takeover attempt of CSX.
In May 1998, the Board of Directors of CSX declared a dividend of one preferred
share purchase right (each, a "Right") for each share of common stock
outstanding as of June 8, 1998. Each Right entitles its holder to purchase from
CSX, until the earliest of June 8, 2008, or the redemption or exchange of the
Rights, one one-hundredth (1/100th) of a share of Series B Preferred Stock at an
exercise price of $180 per Right, subject to certain adjustments or, under
certain circumstances, to obtain additional shares of common stock of CSX in
exchange for each Right. The Rights will not be exercisable or transferable
apart from common stock of CSX until the earlier of 10 days following the public
announcement that a person or affiliated group has acquired or obtained the
right to acquire 10% or more of the outstanding common stock of CSX; or 10 days
following the commencement or announcement of an intention to make a tender
offer or exchange offer, the consummation of which would result in the ownership
by a person or group of 10% or more of the outstanding common stock of CSX. Our
Board of Directors may redeem the Rights at a price of one cent per Right at any
time prior to the acquisition by a person of 10% or more of the outstanding
common stock of CSX.
23
Virginia Stock Corporation Act; Anti-takeover Effects
The Virginia Stock Corporation Act contains provisions governing
"Affiliated Transactions." These provisions, with several exceptions discussed
below, generally require approval of certain material transactions between a
Virginia corporation and any beneficial holder of more than 10% of any class of
its outstanding voting shares (an "Interested Shareholder") by a majority of
disinterested directors and by the holders of at least two-thirds of the
remaining voting shares. Affiliated Transactions subject to this approval
requirement include mergers, share exchanges, material dispositions of corporate
assets not in the ordinary course of business, any dissolution of the
corporation proposed by or on behalf of an Interested Shareholder, or any
reclassification, including reverse stock splits, recapitalization or merger of
the corporation with its subsidiaries, which increases the percentage of voting
shares owned beneficially by an Interested Shareholder by more than 5%.
For three years following the time that an Interested Shareholder becomes
an owner of 10% of the outstanding voting shares, a Virginia corporation cannot
engage in an Affiliated Transaction with that Interested Shareholder without the
approval of two-thirds of the voting shares other than those shares beneficially
owned by the Interested Shareholder, and the approval of a majority of the
Disinterested Directors. "Disinterested Director" means, with respect to a
particular Interested Shareholder, a member of our Board of Directors who was
. a member on the date on which an Interested Shareholder became an
Interested Shareholder or
. recommended for election by, or was elected to fill a vacancy and
received the affirmative vote of, a majority of the Disinterested
Directors then on the Board.
After the expiration of the three-year period, the statute requires approval of
Affiliated Transactions by two-thirds of the voting shares other than those
beneficially owned by the Interested Shareholder.
The principal exceptions to the special voting requirements apply to
transactions proposed after the three-year period has expired and require either
that the transaction be approved by a majority of CSX's Disinterested Directors
or that the transaction satisfy the fair-price requirements of the statute. In
general, the fair-price requirement provides that in a two-step acquisition
transaction, the Interested Shareholder must pay the shareholders in the second
step either the same amount of cash or the same amount and type of consideration
paid to acquire CSX's shares in the first step.
None of the limitations and special voting requirements described above
applies to an Interested Shareholder whose acquisition of shares making that
person an Interested Shareholder was approved by a majority of CSX's
Disinterested Directors.
These provisions are designed to deter certain types of takeovers of
Virginia corporations. The statute provides that, by affirmative vote of a
majority of the voting shares other than shares owned by any Interested
Shareholder, a corporation can adopt an amendment to its articles of
incorporation or by-laws providing that the Affiliated Transactions provisions
shall not apply to the corporation. CSX has not "opted out" of the Affiliated
Transactions provisions.
Virginia law also generally provides that shares of a Virginia corporation
acquired in a transaction that would cause the acquiring person's voting
strength to meet or exceed any of three thresholds (20%, 33-1/3% or 50%) have no
voting rights with respect to those shares unless granted by a majority vote of
shares not owned by the acquiring person or any officer or employee-director of
the corporation. This provision empowers an acquiring person to require the
Virginia corporation to hold a special meeting of shareholders to consider the
matter within 50 days of its request. The Board of Directors of a Virginia
corporation can opt out of this provision at any time before four days after
receipt of a control share acquisition notice.
DESCRIPTION OF DEPOSITARY SHARES
CSX may offer depositary shares (either separately or together with other
securities) representing fractional interests in shares of our preferred stock
of any series. In connection with the issuance of any depositary shares,
24
CSX will enter into a deposit agreement with a bank or trust company, as
depositary, which will be named in the applicable prospectus supplement.
Depositary shares will be evidenced by depositary receipts issued pursuant to
the related deposit agreement. Immediately following the issuance by CSX of the
preferred stock related to the depositary shares, we will deposit the shares of
preferred stock with the relevant preferred stock depositary and will cause the
preferred stock depositary to issue, on our behalf, the related depositary
receipts. Subject to the terms of the deposit agreement, each owner of a
depositary receipt will be entitled, in proportion to the fraction of a share of
preferred stock represented by the related depositary share, to all the rights,
preferences and privileges of, and will be subject to all of the limitations and
restrictions on, the preferred stock represented by the depositary receipt
(including, if applicable, dividend, voting, conversion, exchange, redemption
and liquidation rights).
The form of deposit agreement, together with the form of related depositary
receipt, that will be entered into with respect to a particular offering of
depositary shares will be filed as an exhibit to or incorporated by reference in
the registration statement.
The applicable prospectus supplement will describe the terms of the
depositary shares and the related deposit agreement for a particular issue of
depositary shares, which terms may include the following if applicable to those
depositary shares:
. the terms of the series of preferred stock deposited by CSX under the
related deposit agreement;
. the number of depositary shares and the fraction of one share of
preferred stock represented by one depositary share;
. whether the depositary shares will be listed on any securities
exchange;
. whether the depositary shares will be sold with any other securities
and, if so, the amount and terms of those securities; and
. any other specific terms of the depositary shares and the related
deposit agreement.
DESCRIPTION OF SECURITIES WARRANTS
CSX may issue, either separately or together with other securities,
securities warrants for the purchase of debt securities, preferred stock or
common stock. Each securities warrant will entitle the holder to purchase the
principal amount of debt securities or number of shares of preferred stock or
common stock, as the case may be, at the exercise price and in the manner
specified in the prospectus supplement relating to those securities warrants.
Securities warrants may be exercised at any time up to the date and time
specified in the applicable prospectus supplement.
Securities warrants will be issued under one or more warrant agreements to
be entered into between CSX and a bank or trust company, as warrant agent. The
material terms and provisions of the warrant agreement for a particular issue of
securities warrants will be set forth in the applicable prospectus supplement.
The form of securities warrant agreement, including the form of certificates
representing the securities warrants, that will be entered into with respect to
a particular offering of securities warrants will be filed as an exhibit to or
incorporated by reference in the registration statement.
The applicable prospectus supplement will describe the terms of the
securities warrants for a particular issue of securities warrants, which terms
may include the following if applicable to those securities warrants:
. the title and aggregate number of the securities warrants;
. the designation, aggregate principal amount, currency, currencies or
currency units and terms of the debt securities purchasable upon
exercise of the securities warrants; the price, or the manner of
determining the price, at which the debt securities may be purchased
upon exercise of the securities warrants;
25
. the designation, number of shares and terms of the series of preferred
stock purchasable upon exercise of the securities warrants; the price,
or the manner of determining the price, at which the preferred stock
may be purchased upon exercise of the securities warrants;
. the number of shares of common stock that may be purchased upon
exercise of each securities warrant; the price, or the manner of
determining the price, at which the shares may be purchased upon the
exercise of the securities warrants;
. if other than cash, the property and manner in which the exercise
price of the securities warrants may be paid; and any minimum number
of securities warrants that may be exercisable at any one time;
. the time or times at which, or period or periods during which, the
securities warrants may be exercised and the expiration date of the
securities warrants;
. the terms of any right of CSX to redeem the securities warrants;
. the terms of any right of CSX to accelerate the exercise of the
securities warrants upon the occurrence of certain events;
. whether the securities warrants will be sold with any other
securities, and the date, if any, on and after which the securities
warrants and the other securities will be separately transferable;
. whether the securities warrants will be issued in registered or bearer
form;
. a discussion of certain material Federal income tax, accounting and
other special considerations, procedures and limitations relating to
the securities warrants; and
. any other terms of the securities warrants.
PLAN OF DISTRIBUTION
CSX may sell securities to one or more underwriters for public offering and
sale by them or may sell securities to institutional investors directly or
through agents who solicit or receive offers on our behalf or through dealers or
through a combination of any these methods of sale. The prospectus supplement
with respect to particular securities will set forth the terms of the offering
of those securities, including the name or names of any underwriters or agents,
the public offering or purchase price and the proceeds to CSX from that sale,
the expenses of the offering, any discounts and commissions to be allowed or
paid to the underwriters or agents, all other items constituting underwriting
compensation, the discounts and commissions to be allowed or paid to dealers, if
any, and the securities exchanges, if any, on which the securities will be
listed.
Underwriters may offer and sell the securities at a fixed price or prices,
which may be changed, or from time to time at market prices prevailing at the
time of sale, at prices related to prevailing market prices or at negotiated
prices. We also may offer and sell securities in exchange for one or more of our
outstanding issues of debt. We may, from time to time, authorize agents acting
on a best or reasonable efforts basis as our agents to solicit or receive offers
to purchase the securities upon the terms and conditions as are set forth in the
applicable prospectus supplement. In connection with the sale of securities,
underwriters or agents may be deemed to have received compensation from CSX in
the form of underwriting discounts or commissions and may also receive
commissions from purchasers of securities for whom they may act as agent.
Underwriters may sell securities to or through dealers, and dealers may receive
compensation in the form of discounts, concessions or commissions from the
underwriters and/or commissions from the purchasers for whom they may act as
agent.
Underwriters, dealers and agents who participate in the distribution of
securities and their controlling persons may be entitled, under agreements which
may be entered into with CSX, to indemnification by us against certain
liabilities, including liabilities under the Securities Act, or to contribution
with respect to payments which the underwriters, dealers or agents and their
controlling persons may be required to make in respect of those liabilities.
26
If so indicated in the applicable prospectus supplement, CSX may authorize
underwriters or other persons acting as our agents to solicit offers by certain
institutions to purchase securities from us pursuant to contracts providing for
payment and delivery on a future date. Institutions with which those contracts
may be made include commercial and savings banks, insurance companies, pension
funds, investment companies, educational and charitable institutions and others,
but in all cases those institutions must be approved by us. The obligations of
any institutional purchaser under those contracts will not be subject to any
conditions except
. the purchase by that institution of the securities covered by the
contract will not at the time of delivery be prohibited under the laws
of the jurisdiction to which that institution is subject, and
. if the securities are being sold to underwriters, we will have sold to
the underwriters the total principal amount of the securities less the
principal amount covered by delayed delivery contracts.
Each series of offered securities other than common stock will be a new
issue of securities with no established trading market. Any underwriters to whom
offered securities are sold by CSX for public offering and sale may make a
market in such offered securities, but the underwriters will not be obligated to
do so and may discontinue any market making at any time without notice. No
assurance can be given as to the liquidity of the trading market for any offered
securities.
Any underwriter may engage in stabilizing and syndicate covering
transactions in accordance with Rule 104 under the Exchange Act. Rule 104
permits stabilizing bids to purchase the underlying security so long as the
stabilizing bids to do not exceed a specified maximum. The underwriters may
over-allot offered securities, thereby creating a short position in the
underwriters' account. Syndicate covering transactions involve purchases of
offered securities in the open market after the distribution has been completed
to cover syndicate short positions. Stabilizing and syndicate covering
transactions may cause the price of the offered securities to be higher than it
would otherwise be in the absence of such transactions. These transactions, if
commenced, may be discontinued at any time.
Certain of the underwriters, dealers or agents and their affiliates may
engage in transactions with and perform services for CSX in the ordinary course
of business.
LEGAL OPINIONS
McGuireWoods LLP, Richmond, Virginia will issue an opinion concerning the
validity of the offered securities for CSX. Robert L. Burrus, Jr., a partner of
McGuireWoods LLP, is a director of CSX and owns 15,729 shares of common stock.
Any underwriter, dealer or agent will be advised about other issues relating to
any offering by its own legal counsel.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements included in our Annual Report on Form 10-K for the year
ended December 29, 2000 and our consolidated financial statements for the year
ended December 31, 1999, and as restated in our Current Report on Form 8-K filed
with the SEC on January 31, 2001, as set forth in their respective reports,
which is incorporated by reference in this prospectus and elsewhere in the
registration statement. Our consolidated financial statements are incorporated
by reference in reliance on Ernst & Young LLP's report, given on their authority
as experts in accounting and auditing.
The consolidated financial statements of Conrail Inc. at December 31, 2000
and 1999 and for each of the two years in the period then ended, included in our
Annual Report on Form 10-K for the year ended December 29, 2000, have been
audited by Ernst & Young LLP and KPMG LLP, independent auditors, as set forth in
their report, which is incorporated by reference in this prospectus and
elsewhere in the registration statement, and are included in reliance upon such
reports given on the authority of said firms as experts in accounting and
auditing.
The consolidated statements of income, of stockholders' equity and of cash
flows of Conrail Inc. for the year ended December 31, 1998 incorporated in this
prospectus by reference to the Annual Report on Form 10-K of CSX Corporation for
the fiscal year ended December 29, 2000, which includes such financial
statements of Conrail Inc. in Exhibit 99, have been so incorporated in reliance
on the report of
27
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
28
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution*
The following table sets forth the expenses other than underwriting
discounts and commissions (all of which will be paid by CSX) to be incurred in
connection with the registration and sale of the securities:
Securities and Exchange Commission filing fee......................... $200,000
Rating agency fees.................................................... 100,000
Legal fees, Blue Sky fees and expenses................................ 400,000
Accounting fees and expenses.......................................... 100,000
Transfer Agents', Trustees' and Depositary's fees and expenses........ 50,000
Printing and engraving................................................ 80,000
Miscellaneous......................................................... 15,000
Total............................................................... $945,000
- -------------------
*All of the above amounts, other than the Securities and Exchange
Commission filing fee, are estimates.
Item 15. Indemnification of Directors and Officers
Article 10 of the Virginia Stock Corporation Act allows, in general, for
indemnification, in certain circumstances, 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 or her conduct was unlawful. Article 9 of the Virginia Stock Corporation Act
provides limitations on damages payable by officers and directors, except in
cases of willful misconduct or knowing violation of criminal law or any federal
or state securities law.
Article VII of CSX's Amended and Restated Articles of Incorporation
provides for mandatory indemnification of any director or officer of CSX who is,
was or is threatened to be made a party to any proceeding (including any
proceeding by or on behalf of CSX) by reason of the fact that he or she is or
was a director or officer of CSX against all liabilities and reasonable expenses
incurred in the proceeding, except such liabilities and expenses as are incurred
because of such director's or officer's willful misconduct or knowing violation
of the criminal law.
CSX'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 of officer of CSX to CSX or our shareholders
arising out of a single transaction, occurrence or course of conduct shall be
limited to one dollar.
CSX maintains a standard policy of officers' and directors' liability
insurance.
The underwriting, distribution or similar agreements filed or to be filed
as exhibits to the registration statement will contain provisions regarding
indemnification of CSX's officers, directors and controlling persons against
certain liabilities.
II-1
Item 16. Exhibits
1.1 Form of Underwriting Agreement for Debt Securities (a)
1.2 Form of Underwriting Agreement for the other securities registered
hereby (a)
4.1 Amended and Restated Articles of Incorporation of CSX (incorporated
by reference to Exhibit 3.1 to CSX's Form 10-Q for the fiscal quarter
ended June 30, 2000 (File No. 001-8022) filed with the SEC on August
4, 2000)
4.2 By-Laws of CSX, as amended (incorporated by reference to Exhibit 3.2
to CSX's Form 10-K for the fiscal year ended December 31, 1999 (File
No. 001-8022) filed with the SEC on March 7, 2000)
4.3 Rights Agreement, dated as of May 29, 1998, between CSX and Harris
Trust Company of New York, as Rights Agent (incorporated by reference
to Exhibit 99.1 to CSX's Registration on Form 8-A (File No. 001-8022)
filed with the SEC on May 29, 1998)
4.4 Amendment No. 1 to the Rights Agreement, dated as of June 27, 2000,
between CSX and Harris Trust Company of New York, as Rights Agent,
(incorporated by reference to Exhibit 3 to CSX's Registration on Form
8-A/A (File No. 1-8022) filed with the SEC on June 28, 2000)
4.5 Indenture, dated August 1, 1990, between CSX and The Chase Manhattan
Bank, as Trustee (incorporated herein by reference to CSX's Form SE,
dated September 7, 1990, filed with the SEC)
4.6 First Supplemental Indenture, dated as of June 15, 1991, between CSX
and The Chase Manhattan Bank, as Trustee (incorporated herein by
reference to Exhibit 4(c) to CSX's Form SE, dated May 28, 1992, filed
with the SEC)
4.7 Second Supplemental Indenture, dated as of May 6, 1997, between CSX
and The Chase Manhattan Bank, as Trustee (incorporated herein by
reference to Exhibit 4.3 to CSX's Registration Statement on Form S-4
(Registration No. 333-28523) filed with the SEC on June 5, 1997)
4.8 Third Supplemental Indenture, dated as of April 22, 1998, between CSX
and The Chase Manhattan Bank, as Trustee (incorporated herein by
reference to Exhibit 4.2 to CSX's Current Report on Form 8-K (File
No. 001-8022) filed with the SEC on May 12, 1998)
4.9 Form of Subordinated Indenture (a)
4.10 Form of Articles of Amendment for Preferred Stock (a)
4.11 Form of Senior Debt Security (a)
4.12 Form of Subordinated Debt Security (a)
4.13 Form of Deposit Agreement including form of Depositary Receipt (a)
4.14 Form of Debt Securities Warrant Agreement (a)
4.15 Form of Preferred Stock Warrant Agreement (a)
4.16 Form of Common Stock Warrant Agreement (a)
5.1 Opinion of McGuireWoods LLP as to the validity of the securities (c)
12.1 Computation of Ratio of Earnings to Fixed Charges (b)
23.1 Consent of Ernst & Young LLP (b)
23.2 Consent of Ernst & Young LLP and KPMG LLP (b)
23.3 Consent of PricewaterhouseCoopers LLP (b)
23.4 Consent of McGuireWoods LLP contained in the opinion filed as Exhibit
5.1 hereto
24.1 Power of Attorney of certain officers and directors (c)
25.1 Statement of Eligibility of the Senior Trustee on Form T-1 (c)
25.2 Statement of Eligibility of the Subordinated Trustee on Form T-1 (a)
________________________
(a) To be filed by amendment or as an exhibit to a Current Report on Form 8-K
of CSX and incorporated by reference in the registration statement.
(b) Filed herewith.
(c) Previously filed.
II-2
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(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 acts or events arising after
the effective date of this 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 this registration statement
(notwithstanding the foregoing, any increase or decrease in
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 end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the SEC pursuant to Rule 424(b) under
the Securities Act of 1933 if, in the aggregate, the changes
in volume and price represent no more than a 20% 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 this registration
statement or any material change to such information in this
registration statement;
provided, however, that subparagraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
subparagraphs 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 this 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
herein, 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.
The undersigned registrant hereby undertakes that, for the purpose 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 this
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.
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 provisions described under Item 15 or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification by it is against public policy as expressed in
the Securities Act of 1933 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-3
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus 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.
The undersigned registrant hereby undertakes to file an application for the
purpose of determining the eligibility of the trustee to act under subsection
(a) of section 310 of the Trust Indenture Act ("Act") in accordance with the
rules and regulations prescribed by the Commission under section 305(b)2 of the
Act.
II-4
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-3 and has duly caused this Amendment No. 1 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Richmond, Commonwealth of Virginia, on the 1st day of March, 2001.
CSX CORPORATION
By /s/ David A. Boor
------------------------------------------
David A. Boor
Vice President and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 has been signed by the following persons in the
capacities indicated on the 1st day of March, 2001.
Signature Title
--------- -----
/s/John W. Snow* Chairman, President, Chief ExecutiveOfficer and
--------------------------
John W. Snow Director (Principal Executive Officer)
/s/Paul R. Goodwin* Vice Chairman-Finance and Chief
--------------------------
Paul R. Goodwin Financial Officer (Principal Financial Officer)
/s/James L. Ross* Vice President and Controller
--------------------------
James L. Ross (Principal Accounting Officer)
/s/Elizabeth E. Bailey* Director
--------------------------
Elizabeth E. Bailey
/s/H.Furlong Baldwin* Director
--------------------------
H.Furlong Baldwin
/s/Claude S. Brinegar* Director
--------------------------
Claude S. Brinegar
/s/Robert L. Burrus, Jr.* Director
--------------------------
Robert L. Burrus, Jr.
/s/Bruce C. Gottwald* Director
--------------------------
Bruce C. Gottwald
/s/John R. Hall* Director
--------------------------
John R. Hall
II-5
/s/E.Bradley Jones* Director
--------------------------
E.Bradley Jones
/s/Robert D. Kunisch* Director
--------------------------
Robert D. Kunisch
/s/James W. McGlothlin* Director
--------------------------
James W. McGlothlin
/s/Southwood J. Morcott* Director
--------------------------
Southwood J. Morcott
/s/Charles E. Rice* Director
--------------------------
Charles E. Rice
/s/William C. Richardson* Director
--------------------------
William C. Richardson
/s/Frank S. Royal* Director
--------------------------
Frank S. Royal
*By: /s/Ellen M. Fitzsimmons
------------------------
Ellen M. Fitzsimmons
Attorney-in-Fact
II-6
EXHIBIT INDEX
-------------
Exhibit # Description
--------- -----------
1.1 Form of Underwriting Agreement for Debt Securities (a)
1.2 Form of Underwriting Agreement for the other securities registered
hereby (a)
4.1 Amended and Restated Articles of Incorporation of CSX
(incorporated by reference to Exhibit 3.1 to CSX's Form 10-Q for
the fiscal quarter ended June 30, 2000 (File No. 001-8022) filed
with the SEC on August 4, 2000)
4.2 By-Laws of CSX, as amended (incorporated by reference to Exhibit
3.2 to CSX's Form 10-K for the fiscal year ended December 31, 1999
(File No. 001-8022) filed with the SEC on March 7, 2000)
4.3 Rights Agreement, dated as of May 29, 1998, between CSX and Harris
Trust Company of New York, as Rights Agent (incorporated by
reference to Exhibit 99.1 to CSX's Registration on Form 8-A (File
No. 001-8022) filed with the SEC on May 29, 1998)
4.4 Amendment No. 1 to the Rights Agreement, dated as of June 27,
2000, between CSX and Harris Trust Company of New York, as Rights
Agent, (incorporated by reference to Exhibit 3 to CSX's
Registration on Form 8-A/A (File No. 1-8022) filed with the SEC on
June 28, 2000)
4.5 Indenture, dated August 1, 1990, between CSX and The Chase
Manhattan Bank, as Trustee (incorporated herein by reference to
CSX's Form SE, dated September 7, 1990, filed with the SEC)
4.6 First Supplemental Indenture, dated as of June 15, 1991, between
CSX and The Chase Manhattan Bank, as Trustee (incorporated herein
by reference to Exhibit 4(c) to CSX's Form SE, dated May 28, 1992,
filed with the SEC)
4.7 Second Supplemental Indenture, dated as of May 6, 1997, between
CSX and The Chase Manhattan Bank, as Trustee (incorporated herein
by reference to Exhibit 4.3 to CSX's Registration Statement on
Form S-4 (Registration No. 333-28523) filed with the SEC on June
5, 1997)
4.8 Third Supplemental Indenture, dated as of April 22, 1998, between
CSX and The Chase Manhattan Bank, as Trustee (incorporated herein
by reference to Exhibit 4.2 to CSX's Current Report on Form 8-K
(File No. 001-8022) filed with the SEC on May 12, 1998)
4.9 Form of Subordinated Indenture (a)
4.10 Form of Articles of Amendment for Preferred Stock (a)
4.11 Form of Senior Debt Security (a)
4.12 Form of Subordinated Debt Security (a)
4.13 Form of Deposit Agreement including form of Depositary Receipt (a)
4.14 Form of Debt Securities Warrant Agreement (a)
4.15 Form of Preferred Stock Warrant Agreement (a)
4.16 Form of Common Stock Warrant Agreement (a)
5.1 Opinion of McGuireWoods LLP as to the validity of the securities
(c)
12.1 Computation of Ratio of Earnings to Fixed Charges (b)
23.1 Consent of Ernst & Young LLP (b)
23.2 Consent of Ernst & Young LLP and KPMG LLP (b)
23.3 Consent of PricewaterhouseCoopers LLP (b)
23.4 Consent of McGuireWoods LLP contained in the opinion filed as
Exhibit 5.1 hereto
24.1 Power of Attorney of certain officers and directors (c)
25.1 Statement of Eligibility of the Senior Trustee on Form T-1 (c)
25.2 Statement of Eligibility of the Subordinated Trustee on Form T-1
(a)
________________________
(a) To be filed by amendment or as an exhibit to a Current Report on Form 8-K
of CSX and incorporated by reference in the registration statement.
(b) Filed herewith.
(c) Previously filed.
EI-1