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): OCTOBER 23, 1998
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CSX CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
VIRGINIA
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(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)
2-63273 62-1051971
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(COMMISSION (I.R.S. EMPLOYER
FILE NO.) IDENTIFICATION NO.)
ONE JAMES CENTER, 901 EAST CARY STREET, RICHMOND, VA 23219
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(804) 782-1400
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ITEM 5. OTHER EVENTS
On October 23, 1998, 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") of the public offering of $400,000,000
aggregate principal amount of the Company's 6.25% Notes Due 2008 (the "Notes").
The Notes will be issued pursuant to an indenture dated as of August 1, 1990
between the Company and 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 and a Third Supplemental
Indenture dated as of April 22, 1998 and an Action of Authorized Pricing
Officers dated October 23, 1998. 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. 333-53191) which was declared effective August 11,
1998. On October 27, 1998, the Company filed with the Securities and Exchange
Commission (the "Commission"), pursuant to Rule 424(b)(2) under the Act, its
Prospectus, dated August 11, 1998, and Prospectus Supplement, dated October 23,
1998, 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 October 23, 1998, among the Company
and the Underwriters.
4.1 Action of Authorized Pricing Officers dated October 23, 1998.
4.2 Form of Note.
5.1 Opinion of McGuire, Woods, Battle & Boothe LLP as to the validity
of the Notes.
23.1 Consent of McGuire, Woods, Battle & Boothe LLP contained in the
opinion filed as Exhibit 5.1.
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Signature
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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/ Gregory R. Weber
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Gregory R. Weber
Vice President and Treasurer
Date: October 27, 1998
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EXHIBIT LIST
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Exhibit Description
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1.1 Underwriting Agreement, dated October 23, 1998, among the Company and
the Underwriters.
4.1 Action of Authorized Pricing Officers dated October 23, 1998.
4.2 Form of Note.
5.1 Opinion of McGuire, Woods, Battle & Boothe LLP as to the validity of
the Notes.
23.1 Consent of McGuire, Woods, Battle & Boothe LLP contained in the
opinion filed as Exhibit 5.1.
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