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): September 30, 1998
------------------
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 September 30, 1998, CSX Corporation (the "Company") entered into a
Distribution Agreement (the "Distribution Agreement") with Chase Securities
Inc., BancAmerica Securities, Inc., 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 Smith Barney Inc.
(collectively, the "Agents") with respect to the issue and sale by the Company
of its Medium-Term Notes, Series C, due nine months or longer from date of issue
(the "Notes"). The Company has authorized the issuance and sale of up to U.S.
$750,000,000 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 September 30, 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 a Registration Statement on Form S-3
(Registration No. 333-53191) which was declared effective August 11, 1998. On
September 30, 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 September
30, 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 September 30, 1998, among the
Company and the Agents.
4.1 Action of Authorized Pricing Officers dated September 30, 1998.
4.2 Form of Fixed Rate Note.
4.3 Form of Floating Rate Note.
5.1a Opinion of McGuire, Woods, Battle & Boothe LLP as to the validity
of the Securities.
5.1b Opinion of McGuire, Woods, Battle & Boothe LLP as to the validity
of the Notes.
2
8.1 Opinion of McGuire, Woods, Battle & Boothe LLP as to certain tax
matters.
23.1 Consents of McGuire, Woods, Battle & Boothe LLP contained in the
opinions filed as Exhibits 5.1a, 5.1b and 8.1 hereto.
3
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/ GREGORY R. WEBER
--------------------
Gregory R. Weber
Vice President and Treasurer
Date: October 2, 1998
4
EXHIBIT LIST
- ------------
Exhibit Description
- ------- -----------
1.1 Distribution Agreement, dated September 30, 1998, among the Company
and the Agents.
4.1 Action of Authorized Pricing Officers dated September 30, 1998.
4.2 Form of Fixed Rate Note.
4.3 Form of Floating Rate Note.
5.1a Opinion of McGuire, Woods, Battle & Boothe LLP as to the validity of
the Securities.
5.1b Opinion of McGuire, Woods, Battle & Boothe LLP as to the validity of
the Notes.
8.1 Opinion of McGuire, Woods, Battle & Boothe LLP as to certain tax
matters.
23.1 Consents of McGuire, Woods, Battle & Boothe LLP contained in the
opinions filed as Exhibits 5.1a, 5.1b and 8.1 hereto.
5