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): April 22, 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 April 22, 1998, CSX Corporation (the "Company") entered into a
Distribution Agreement (the "Distribution Agreement") with Chase Securities
Inc., BancAmerica Robertson Stephens, Credit Suisse First Boston Corporation,
Goldman, Sachs & Co., Lehman Brothers Inc., Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated,
NationsBanc Montgomery Securities LLC and Salomon Brothers Inc. (collectively,
the "Agents") with respect to the issue and sale by the Company of its Medium-
Term Notes, Series B, due nine months or longer from date of issue (the
"Notes"). The Company has authorized the issuance and sale of up to U.S.
$248,000,000 aggregate initial offering price (or its equivalent, based upon the
applicable exchange rate at the time of issuance, in such foreign currencies or
units of two or more currencies as the Company shall designate at the time of
issuance) of Notes through the Agents pursuant to the terms of the Distribution
Agreement. 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 April 22, 1998. The Notes may be Fixed Rate Notes or
Floating Rate Notes and may be offered at a discount from the principal amount
thereof due at maturity. The Notes have been registered under the Securities
Act of 1933, as amended (the "Act") by Registration Statements on Form S-3
(Registration Nos. 33-48841 and 33-41236). On April 23, 1998, the Company filed
with the Securities and Exchange Commission (the "Commission") pursuant to Rule
424(b)(2) under the Act its Prospectus, dated April 22, 1998, and Prospectus
Supplement, dated April 22, 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 Distribution Agreement, dated April 22, 1998, among the Company
and the Agents.
4.1 Second Supplemental Indenture, dated as of May 6, 1997, between
the Company and the Trustee (incorporated by reference to
Exhibit 4.3 to the Company's Registration Statement on Form S-4
(Registration No. 333-28523) filed with the Commission on June
5, 1997).
4.2 Third Supplemental Indenture, dated as of April 22, 1998,
between the Company and the Trustee.
4.3 Action of Authorized Pricing Officers dated April 22, 1998.
4.4 Form of Fixed Rate Note.
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4.5 Form of Floating Rate Note.
12.1 Computation of ratio of earnings to fixed charges.
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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: May 12, 1998
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EXHIBIT LIST
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Exhibit Description
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1.1 Distribution Agreement, dated April 22, 1998, among the Company and
the Agents.
4.1 Second Supplemental Indenture, dated as of May 6, 1997, between the
Company and the Trustee (incorporated by reference to Exhibit 4.3 to
the Company's Registration Statement on Form S-4 (Registration No.
333-28523) filed with the Commission on June 5, 1997).
4.2 Third Supplemental Indenture, dated as of April 22, 1998, between the
Company and the Trustee.
4.3 Action of Authorized Pricing Officers dated April 22, 1998.
4.4 Form of Fixed Rate Note.
4.5 Form of Floating Rate Note.
12.1 Computation of ratio of earnings to fixed charges.
5