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): MAY 7, 1999
-----------
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 May 7, 1999, CSX Corporation (the "Company") entered into a
Distribution Agreement (the "Distribution Agreement") with Chase Securities
Inc., Credit Suisse First Boston Corporation, Goldman, Sachs & Co., Lehman
Brothers Inc., 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 "Series C Notes"). The Series C Notes were
originally established with an aggregate initial offering price of up to U.S.
$750,000,000. As of May 7, 1999, the Company had issued $350,000,000 in
aggregate initial offering price of the Series C Notes. The Company has
authorized the issuance and sale of up to U.S. $400,000,000 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 the Series
C Notes (the "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 May 7, 1999. 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 offering and sale of 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. 333-68885) which was
declared effective January 5, 1999. On May 11, 1999, the Company filed with the
Securities and Exchange Commission (the "Commission"), pursuant to Rule
424(b)(5) under the Act, its Prospectus, dated January 5, 1999, and Prospectus
Supplement, dated May 7, 1999, pertaining to the offering and sale of the Notes.
2
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 May 7, 1999, among the Company
and the Agents.
4.1 Action of Authorized Pricing Officers dated as of May 7,
1999.
4.2 Form of Fixed Rate Note.
4.3 Form of Floating Rate 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 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: May 11, 1999
4
EXHIBIT LIST
- ------------
Exhibit Description
- ------- -----------
1.1 Distribution Agreement, dated May 7, 1999, among the Company and the
Agents.
4.1 Action of Authorized Pricing Officers dated as of May 7, 1999.
4.2 Form of Fixed Rate Note.
4.3 Form of Floating Rate 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 hereto.
5