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): August 10, 1999
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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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(Commmision (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
As of August 10, 1999, CSX Corporation (the "Company") increased the
aggregate initial offering price of its Medium-Term Notes, Series C, Due 9
Months or Longer from Date of Issue (the "Series C Notes") from U.S.
$750,000,000 to U.S. $1,000,000,000. The additional U.S. $250,000,000 aggregate
initial offering price of Series C 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, an Action of
Authorized Pricing Officers dated May 7, 1999 and a Supplemental Action of
Authorized Pricing Officers dated August 10, 1999. The additional Series C 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
additional Series C 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 Series C Notes. On August 12, 1999, the Company filed,
pursuant to Rule 424(b)(3) under the Act, a Supplement to Prospectus Supplement,
dated August 10, 1999, regarding the U.S. $250,000,000 increase in the aggregate
initial offering price of the Series C Notes. The Company will continue to
solicit sales of Series C Notes pursuant to the Distribution Agreement, dated
May 7, 1999, between the Company and the Agents named therein.
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.
4.1 Supplemental Action of Authorized Pricing Officers dated as of
August 10, 1999.
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.
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Signature
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Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly 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: August 16, 1999
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EXHIBIT LIST
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Exhibit Description
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4.1 Supplemental Action of Authorized Pricing Officers dated as of
August 10, 1999.
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.
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