SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 5, 2002
-------------
CSX CORPORATION
---------------
(Exact name of registrant as specified in its charter)
Virginia
--------
(State or other jurisdiction of
incorporation or organization)
2-63273 62-1051971
------- ----------
(Commission (I.R.S. Employer
File No.) Identification No.)
One James Center, 901 East Cary Street, Richmond, VA 23219
-----------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(804) 782-1400
--------------
ITEM 5. OTHER EVENTS
On March 5, 2001, CSX Corporation (the "Company") entered into an
Underwriting Agreement (the "Underwriting Agreement") with Salomon Smith Barney
Inc., as representative (the "Representative") for the underwriters named
therein (collectively, the "Underwriters"), for the public offering of
$400,000,000 aggregate principal amount of the Company's 6.30% Notes due 2012
(the "Notes"). The Notes will be issued pursuant to an indenture dated as of
August 1, 1990 between the Company and JPMorgan Chase Bank, (formerly known as
The Chase Manhattan Bank), as trustee (the "Trustee"), as supplemented by a
First Supplemental Indenture dated as of June 15, 1991, a Second Supplemental
Indenture dated as of May 6, 1997, a Third Supplemental Indenture dated as of
April 22, 1998, and a Fourth Supplemental Indenture dated as of October 30,
2001, and an Action of Authorized Pricing Officers dated March 5, 2002. The
Notes have been registered under the Securities Act of 1933, as amended (the
"Act"), by a Registration Statement on Form S-3 (Registration No. 333-60134)
which was declared effective May 17, 2001. On March 6, 2002, the Company filed
with the Securities and Exchange Commission, pursuant to Rule 424(b)(5) under
the Act, its Prospectus, dated May 17, 2001, and Prospectus Supplement, dated
March 5, 2002, pertaining to the offering and sale of the Notes.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits required to be filed by Item 601 of Regulation S-K.
The following exhibits are filed as a part of this report.
1.1 Underwriting Agreement, dated March 5, 2002, among the Company
and the Underwriters.
4.1 Action of Authorized Pricing Officers dated March 5, 2002.
4.2 Form of Note.
5.1 Opinion of McGuireWoods LLP as to the validity of the Notes.
12.1 Computation of Ratio of Earnings to Fixed Charges
23.1 Consent of McGuireWoods LLP contained in the opinion filed as
Exhibit 5.1.
2
Signature
---------
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
CSX CORPORATION
By: /s/ David A. Boor
--------------------------------
David A. Boor
Vice President and Treasurer
Date: March 6, 2002
3
EXHIBIT LIST
------------
Exhibit Description
- ------- -----------
1.1 Underwriting Agreement, dated March 5, 2002, among the Company and
the Underwriters.
4.1 Action of Authorized Pricing Officers dated March 5, 2002.
4.2 Form of Note.
5.1 Opinion of McGuireWoods LLP as to the validity of the Notes.
12.1 Computation of Ratio of Earnings to Fixed Charges
23.1 Consent of McGuireWoods LLP contained in the opinion filed as
Exhibit 5.1.
4