<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- -------------------------------------------------------------------------------
FORM 11-K
- -------------------------------------------------------------------------------
[x] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _________
Commission file number 333-62227
A. Full title of the plan and the address
of the plan, if different from that of
the issuer named below:
AMERICAN COMMERCIAL VESSEL
AND TERMINAL EMPLOYEES'
SAVINGS PLAN
1701 East Market Street
Jeffersonville, Indiana 47130
(812) 288-0100
B. Name of the issuer of the securities held
pursuant to the plan and the address of its
principal executive office:
CSX CORPORATION
A Virginia Corporation
IRS Employer Identification Number 62-1051971
901 East Cary Street
Richmond, Virginia 23219
(804) 782-1400
<PAGE>
AMERICAN COMMERCIAL VESSEL AND
TERMINAL EMPLOYEES' SAVINGS PLAN
Index to Financial Statements
<TABLE>
<S> <C>
Audited Financial Statements
Report of Independent Auditors.........................................3
Statements of Net Assets Available for Benefits,
With Fund Information - December 31, 1998...........................4
Statement of Net Assets Available for Benefits,
With Fund Information - December 31, 1997...........................5
Statement of Changes in Net Assets Available for Benefits,
With Fund Information - Year Ended December 31, 1998................6
Notes to Financial Statements ........................................7
Supplemental Schedules
Schedule of Assets Held for Investment Purposes - December 31, 1998...14
Schedule of Reportable Transactions - Year Ended December 31, 1998....15
Signature..................................................................16
</TABLE>
2
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Administrative Committee
American Commercial Vessel and Terminal Employees' Savings Plan
We have audited the accompanying statements of net assets available for benefits
of the American Commercial Vessel and Terminal Employees' Savings Plan as of
December 31, 1998 and 1997, and the related statement of changes in net assets
available for benefits for the year ended December 31, 1998. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 1998 and 1997, and the changes in its net assets available for
benefits for the year ended December 31, 1998, in conformity with generally
accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of assets
held for investment purposes at December 31, 1998, and reportable transactions
for the year then ended, are presented for the purpose of additional analysis
and are not a required part of the financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. These supplemental schedules are the responsibility of the Plan's
management. The Fund Information in the statements of net assets available for
benefits and the statement of changes in net assets available for benefits is
presented for purposes of additional analysis rather than to present the net
assets available for benefits and changes in net assets available for benefits
of each fund. The supplemental schedules and Fund Information have been
subjected to auditing procedures applied in our audits of the financial
statements and, in our opinion, are fairly stated in all material respects in
relation to the financial statements taken as a whole.
/S/ ERNST & YOUNG LLP
---------------------
Louisville, Kentucky Ernst & Young LLP
June 11, 1999
3
<PAGE>
AMERICAN COMMERCIAL VESSEL AND
TERMINAL EMPLOYEES' SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
(Thousands of Dollars)
December 31, 1998
<TABLE>
<CAPTION>
FUND INFORMATION
------------------------------------------------------
NON-
PARTICIPANT
PARTICIPANT DIRECTED DIRECTED
--------------------------------------- ----------
PROTECTED CSX CSX
INCOME EQUITY COMMON COMMON
FUND FUND STOCK FUND STOCK FUND TOTAL
-------------------------------------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Assets
Investments:
CSX Corporation Common Stock $ - - $ 574 $2,079 $2,653
American Express Trust Income Fund 1,147 - - - 1,147
Fidelity Equity Income Fund - 577 - - 577
Interest bearing cash 62 25 - - 87
-------------------------------------- ---------- ---------
Total investments 1,209 602 574 2,079 4,464
Contributions receivable:
Employer 30 11 - - 41
Participants 39 15 - - 54
-------------------------------------- ---------- ---------
Net assets available for benefits $1,278 $ 628 $ 574 $2,079 $4,559
-------------------------------------- ---------- ---------
-------------------------------------- ---------- ---------
</TABLE>
SEE ACCOMPANYING NOTES
4
<PAGE>
AMERICAN COMMERCIAL VESSEL AND
TERMINAL EMPLIOYEES' SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
(Thousands of Dollars)
December 31, 1997
<TABLE>
<CAPTION>
FUND INFORMATION
-----------------------------------------------------
NON-
PARTICIPANT
PARTICIPANT DIRECTED DIRECTED
--------------------------------------- ------------
PROTECTED CSX CSX
INCOME EQUITY COMMON COMMON
FUND FUND STOCK FUND STOCK FUND TOTAL
--------------------------------------- ------------ -------
<S> <C> <C> <C> <C> <C>
Assets
Investments:
CSX Corporation Common Stock $ - $ - $ 827 $2,790 $3,617
American Express Trust Income Fund 818 - - - 818
Fidelity Equity Income Fund - 556 - - 556
Interest bearing cash - - 1 - 1
-------------------------------------- ------------ -------
Total investments 818 556 828 2,790 4,992
Contributions receivable:
Employer - - - 41 41
Participants 20 10 25 - 55
-------------------------------------- ------------ -------
Net assets available for benefits $838 $566 $ 853 $2,831 $5,088
-------------------------------------- ------------ -------
-------------------------------------- ------------ -------
</TABLE>
SEE ACCOMPANYING NOTES
5
<PAGE>
AMERICAN COMMERCIAL VESSEL AND
TERMINAL EMPLOYEES' SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS,
WITH FUND INFORMATION
(Thousands of Dollars)
Year Ended December 31, 1998
<TABLE>
<CAPTION>
FUND INFORMATION
------------------------------------------------------------
NON-
PARTICIPANT
PARTICIPANT DIRECTED DIRECTED
------------------------------------------ ---------------
PROTECTED CSX CSX
INCOME EQUITY COMMON COMMON
FUND FUND STOCK FUND STOCK FUND TOTAL
------------------------------------------ --------------- ---------
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Investment income:
Dividends $ - $ 32 $ 18 $ 61 $ 111
Interest 1 - 1 1 3
Net realized and unrealized appreciation
(depreciation) of investments:
Collective trust 57 - - - 57
Mutual fund - 36 - - 36
CSX common stock - - (193) (656) (849)
Contributions:
Employer 191 57 - 232 480
Participants 369 137 148 - 654
--------------------------------------------------------------------------
Total additions 618 262 (26) (362) 492
DEDUCTIONS:
Benefits paid to participants 265 143 250 339 997
Administrative expenses 6 2 4 12 24
--------------------------------------------------------------------------
Total deductions 271 145 254 351 1,021
Net increase (decrease) before fund transfers 347 117 (280) (713) (529)
Interfund transfers, net 93 (55) 1 (39) -
--------------------------------------------------------------------------
Net increase (decrease) 440 62 (279) (752) (529)
Net assets available for benefits:
Beginning of year 838 566 853 2,831 5,088
--------------------------------------------------------------------------
End of year $ 1,278 $ 628 $ 574 $ 2,079 $ 4,559
--------------------------------------------------------------------------
--------------------------------------------------------------------------
</TABLE>
SEE ACCOMPANYING NOTES
6
<PAGE>
AMERICAN COMMERCIAL VESSEL AND
TERMINAL EMPLOYEES' SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1998
NOTE 1. SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the American Commercial Vessel and Terminal
Employees' Savings Plan (the "Plan") are prepared on the accrual basis of
accounting.
The Plan's investments are stated at fair value. Securities traded on a national
securities exchange are valued at the last reported sales price on the last
business day of the plan year. The mutual fund is valued at quoted market price
which represents the net asset value of shares held by the Plan at year end. The
fair value of the participation units owned by the Plan in the collective trust
fund is based on quoted redemption values on the last business day of the plan
year. All securities transactions of the Plan are traded in an active market and
are recorded as of the trade date.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets, liabilities, income, expenses, and other
additions to or deductions from net assets. Actual results could differ from
those estimates.
NOTE 2. DESCRIPTION OF THE PLAN
The participating employers of the Plan include American Commercial Barge Line
LLC, American Commercial Terminals LLC, Louisiana Dock Company LLC, Lemont
Harbor and Fleeting Services LLC, and Houston Fleet LLC, subsidiaries of
American Commercial Lines LLC ("ACL") formerly known as American Commercial
Lines, Inc. ACL was a wholly-owned subsidiary of CSX Corporation ("CSX") until
June 30, 1998 when a recapitalization resulted in the formation of a limited
liability company. This transaction will not impact the terms or conditions of
the Plan, other than a change to prohibit participants from making new
investments in the CSX Common Stock fund after June 30, 1998.
A complete description of Plan provisions including those relating to vesting,
withdrawals, and distributions are contained in the Summary Plan Description and
the Plan Document. Copies of these documents are available in the American
Commercial Barge Line LLC Benefits Department. The following summary should be
read in conjunction with the aforementioned documents.
7
<PAGE>
AMERICAN COMMERCIAL VESSEL AND
TERMINAL EMPLOYEES' SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (continued)
NOTE 2. DESCRIPTION OF THE PLAN (continued)
GENERAL: The Plan is a defined contribution plan subject to the provisions of
the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The
Plan is intended to qualify as a "cash or deferred" arrangement under Section
401(k) of the Internal Revenue Code ("IRC") of 1986, as amended. Plan
participation is limited to certain hourly-paid employees of ACL and affiliated
companies (the "Company" or the "Employer").
INVESTMENTS: The Plan's investments are held by a bank administered trust fund.
INVESTMENT ALTERNATIVES: Participant contributions may be invested in one or
more of the following investment funds: (1) the Protected Income Fund, which
invests in the American Express Trust Income Fund, a collective trust fund,
consisting primarily of money market funds, bank investment contracts, and
guaranteed interest contracts; (2) the Equity Fund, which is invested in the
Fidelity Equity Income Fund, a mutual fund; and (3) the CSX Common Stock Fund,
consisting primarily of investments in CSX common stock. As a result of the
aforementioned recapitalization, participants were no longer allowed to
contribute to the CSX Common Stock Fund as of June 30, 1998. Amounts allocated
to any of these funds may be temporarily retained as cash or invested in money
market funds to facilitate the investment or reinvestment of Plan assets and the
distribution of account balances to participants.
Employer contributions were made in the form of cash deposits to the CSX Common
Stock Fund until June 30, 1998. These contributions are presented as
"Non-Participant Directed" in the financial statements. After June 30, 1998,
Company contributions are made to the Protected Income Fund and the Equity Fund
based on the Participants' investment elections. These contributions are
presented in the "Participant Directed" portion of the financial statements.
PARTICIPANT CONTRIBUTIONS: Participants in the Plan are allowed to contribute
designated amounts (not to exceed $6.00 per day). All participant contributions
are made on an after tax basis within the limits imposed by the IRC and may be
invested in increments of 10% in any of the permitted investment alternatives.
Investment direction may be revised by participants as often as four times per
year.
EMPLOYER CONTRIBUTIONS: The Employer contributes to the Plan an amount equal to
75% of each participating employee's contributions.
8
<PAGE>
AMERICAN COMMERCIAL VESSEL AND
TERMINAL EMPLOYEES' SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (continued)
NOTE 2. DESCRIPTION OF THE PLAN (continued)
VESTING, WITHDRAWALS, DISTRIBUTIONS AND FORFEITURES: Participants are
immediately vested in their voluntary contributions plus actual earnings
thereon. Participants are fully vested in Employer matching contributions after
one of the following occurs: 1) completion of 60 consecutive months of
employment, 2) death or retirement, 3) total disability, or 4) termination of
the Plan. If a participant withdraws from the Plan without being fully vested,
the Employer's matching contributions and earnings thereon vest based on years
of service as of the date of termination in accordance with the following
schedule:
<TABLE>
<CAPTION>
Years of Service Vested Percentage
---------------- -----------------
<S> <C>
Less than 2 years 0%
2 years but less than 3 25%
3 years but less than 4 50%
4 years but less than 5 75%
5 Years or more 100%
</TABLE>
Withdrawals and distributions are controlled in accordance with the provisions
of the Plan. Amounts not fully vested at the time of withdrawal are forfeited
upon participant termination of employment for reasons other than retirement,
death or total disability; however, if an employee reactivates participation in
the Plan within a specified time period, the Employer contributions and income
earned thereon are reinstated. These contingent reinstatement amounts were not
significant at December 31, 1998. Forfeitures in the amount of $31,000 were used
to offset Employer contributions for the year ended December 31, 1998.
PARTICIPANT ACCOUNTS: Each participant's account is credited with the
participant's contributions, the appropriate portion of the Employer's
contributions and an allocation of Plan earnings and expenses. The benefit to
which a participant is entitled is the benefit that can be provided from the
participant's account.
PLAN TERMINATION: Although it has not expressed any intent to do so, the
Employer has the right under the Plan to discontinue its contributions at any
time and to terminate the Plan subject to the provisions of ERISA. In the event
of plan termination, participants will become 100% vested in their accounts.
9
<PAGE>
AMERICAN COMMERCIAL VESSEL AND
TERMINAL EMPLOYEES' SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (continued)
NOTE 3. INCOME TAX STATUS
The Plan has received a determination letter from the Internal Revenue Service
dated November 16, 1994, stating that the Plan is qualified under Section 401(a)
of the Internal Revenue Code (the "Code") and, therefore, the related trust is
exempt from taxation. Once qualified, the Plan is required to operate in
conformity with the Code to maintain its qualification. The Plan Administrator
believes the Plan is being operated in compliance with the applicable
requirements of the Code and, therefore, believes that the Plan is qualified and
the related trust is tax exempt.
NOTE 4. RELATED PARTY TRANSACTIONS
Administrative expenses for administration, investment advice and other services
are principally paid by the Employer. The Plan is not charged for administrative
services performed on its behalf by the Employer. The Employer paid $3,000 and
$18,000, respectively, to the Trustee and to the Plan Administrator during 1998
for administrative expenses of the Plan.
During the year ended December 31, 1998, the Plan received $79,000 representing
cash dividends from CSX common stock.
10
<PAGE>
AMERICAN COMMERCIAL VESSEL AND
TERMINAL EMPLOYEES' SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (continued)
NOTE 5. DIFFERENCE BETWEEN FINANCIAL STATEMENTS AND FORM 5500
Form 5500 requires the recording of a liability for benefit payments approved
but not distributed to participants. This requirement conflicts with generally
accepted accounting principles and the presentation of such amounts in the
financial statements where they remain net assets available for benefits until
paid.
The following is a reconciliation of net assets available for benefits per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
December 31,
1998 1997
(Thousands of Dollars)
--------------------------
<S> <C> <C>
Net assets available for benefits per the
financial statements $ 4,559 $ 5,088
Benefit claims payable (101) (207)
--------------------------
Net assets available for benefits
per the Form 5500 $ 4,458 $ 4,881
-------------------------
-------------------------
</TABLE>
The following is a reconciliation of distributions to participants per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
Year Ended
December 31, 1998
(Thousands of Dollars)
--------------------
<S> <C>
Benefits paid to participants per the financial $997
statements
Add: Benefit claims payable at December 31, 1998 101
Less: Benefit claims payable at December 31, 1997 207
-----------
Benefits paid to participants per the Form 5500 $891
-----------
-----------
</TABLE>
11
<PAGE>
AMERICAN COMMERCIAL VESSEL AND
TERMINAL EMPLOYEES' SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (continued)
NOTE 6. YEAR 2000 ISSUE (Unaudited)
ACL has developed a plan to modify its internal information technology to be
ready for the year 2000 and has begun converting critical data processing
systems. The project also includes determining whether third party service
providers have reasonable plans in place to become year 2000 compliant. ACL
currently expects the project to be substantially complete by July 1999 and does
not expect this project to have a significant effect on plan operations.
Contingency plans are currently being developed to address areas of significant
risk. Costs related to the year 2000 initiative will be paid by ACL.
12
<PAGE>
SUPPLEMENTAL SCHEDULES
13
<PAGE>
AMERICAN COMMERCIAL VESSEL AND
TERMINAL EMPLOYEES' SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
Schedule 27a-Schedule of Assets Held for Investment Purposes
EIN: 35-6048505 and Plan Number: 001
December 31, 1998
(Thousands of Dollars)
<TABLE>
<CAPTION>
DESCRIPTION OF INVESTMENT,
INCLUDING MATURITY DATE,
IDENTITY OF ISSUE, BORROWER, RATE OF INTEREST, PAR OR
LESSOR OR SIMILAR PARTY MATURITY VALUE COST CURRENT VALUE
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CSX Corporation Common Stock* 63,939 shares $ 2,290 $ 2,653
Collective trust:
American Express Trust Income Fund 23,806 units 1,042 1,147
Mutual fund:
Fidelity Equity Income Fund 10,390 shares 422 577
Interest bearing cash:
Churchill Cash Reserve Trust* 87,151 shares 87 87
-------------------------------------
$ 3,841 $ 4,464
-------------------------------------
-------------------------------------
</TABLE>
* Party-in-interest to the plan
14
<PAGE>
AMERICAN COMMERCIAL VESSEL AND
TERMINAL EMPLOYEES' SAVINGS PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
Schedule 27d-Schedule of Reportable Transactions
EIN: 35-6048505 and Plan Number: 001
Year Ended December 31, 1998
(Thousands of Dollars)
<TABLE>
<CAPTION>
PURCHASES SALES
------------------------- ---------------------------------------------------------
CURRENT VALUE
OF ASSET ON
TRANSACTION
DESCRIPTION OF ASSET NUMBER COST NUMBER DATE COST (LOSS)
- ----------------------------------- ------------------------- ---------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Category (iii) - series of transactions
in excess of 5% of plan assets
Churchill Cash Reserve Trust, money
market fund 157 $2,222 106 $2,220 $2,220 $ -
CSX Corporation common stock 10 352 16 465 366 99
American Express Trust Income Fund,
collective trust 12 514 8 242 218 24
</TABLE>
There were no category (i), (ii) or (iv) transactions for the year ended
December 31, 1998.
15
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
AMERICAN COMMERCIAL VESSEL
AND TERMINAL EMPLOYEES'
SAVINGS PLAN
By:/s/ PAUL S. BESSON
------------------
Paul S. Besson
(Member, Administrative Committee)
Date: June 28, 1999
16
<PAGE>
EXHIBIT 23
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statements
(Form S-8 Nos. 33-49767 and 33-25537) pertaining to the American Commercial
Vessel and Terminal Employees' Savings Plan of our report dated June 11, 1999,
with respect to the financial statements and schedules of the American
Commercial Vessel and Terminal Employees' Savings Plan included in this Annual
Report (Form 11-K) for the year ended December 31, 1998.
/s/ ERNST & YOUNG LLP
-------------------------------
Ernst & Young LLP
Louisville, Kentucky
June 25, 1999
