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 24, 2001
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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 24, 2001, CSX Corporation (the "Company") entered into an
Underwriting Agreement (the "Underwriting Agreement") with Credit Suisse First
Boston Corporation, as representative (the "Representative"), for the
underwriters named therein (collectively, the "Underwriters") for the public
offering of $490,000,000 aggregate principal amount at maturity ($563,500,000
aggregate principal amount at maturity if the Underwriters exercise their over-
allotment option in full) of the Company's Zero Coupon Convertible Debentures
due October 30, 2021 (the "Debentures"). The Debentures 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 heretofore supplemented and
amended and as further supplemented and amended by a Fourth Supplemental
Indenture to be dated as of October 30, 2001. The Debentures 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 October 26, 2001, 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 October 24,
2001, pertaining to the offering and sale of the Debentures.
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 24, 2001, among the Company
and the Underwriters
4.1 Form of Fourth Supplemental Indenture
4.2 Forms of Debentures (included as Exhibit A-1 and A-2 to the
Fourth Supplemental Indenture filed as Exhibit 4.1)
5.1 Opinion of McGuireWoods LLP as to the validity of the Debentures
8.1 Opinion of McGuireWoods LLP as to tax matters
23.1 Consents of McGuireWoods LLP contained in the opinions filed as
Exhibits 5.1 and 8.1
99.1 364-Day Revolving Credit Agreement dated as of June 8, 2001
99.2 Five-Year Revolving Credit Agreement dated as of June 8, 2001
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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/ David H. Baggs
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David H. Baggs
Assistant Vice President - Corporate
Treasury and Assistant Treasurer
Date: October 26, 2001
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EXHIBIT LIST
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Exhibit Description
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1.1 Underwriting Agreement, dated October 24, 2001, among the
Company and the Underwriters
4.1 Form of Fourth Supplemental Indenture
4.2 Forms of Debentures (included as Exhibit A-1 and A-2 to the
Fourth Supplemental Indenture filed as Exhibit 4.1)
5.1 Opinion of McGuireWoods LLP as to the validity of the Debentures
8.1 Opinion of McGuireWoods LLP as to tax matters
23.1 Consents of McGuireWoods LLP contained in the opinions filed as
Exhibits 5.1 and 8.1
99.1 364-Day Revolving Credit Agreement dated as of June 8, 2001
99.2 Five-Year Revolving Credit Agreement dated as of June 8, 2001
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