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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, 1993
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-8022
CSX CORPORATION
1991 EMPLOYEES STOCK PURCHASE AND DIVIDEND REINVESTMENT PLAN
CSX CORPORATION
A Virginia Corporation
IRS Employer Identification Number 62-1051971
One James Center
901 East Cary Street
Richmond, Virginia 23219
Telephone (804) 782-1400
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CSX CORPORATION
1991 EMPLOYEES STOCK PURCHASE AND DIVIDEND REINVESTMENT PLAN
INDEX TO FINANCIAL STATEMENTS
Audited Financial Statements Page No.
Report of Ernst & Young, Independent Auditors 3
Statement of Net Assets Available for Plan Benefits
- December 31, 1993, 1992 and 1991 4
Statement of Changes in Net Assets Available for Plan
Benefits - Years Ended December 31, 1993 and 1992 and
Four Months Ended December 31, 1991 5
Notes to Financial Statements 6-9
Signature 10
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Report of Ernst & Young, Independent Auditors
---------------------------------------------
The Compensation and Pension Committee
1991 Employees Stock Purchase and Dividend Reinvestment Plan
CSX Corporation
Richmond, Virginia
We have audited the accompanying financial statements of the CSX
Corporation 1991 Employees Stock Purchase and Dividend Reinvestment Plan
("Plan") as of December 31, 1993, 1992 and 1991, and for the periods then ended
as listed in the index to financial statements. 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 plan benefits of
the Plan at December 31, 1993, 1992 and 1991, and the changes in its net assets
available for plan benefits for the periods then ended, in conformity with
generally accepted accounting principles.
/s/ ERNST & YOUNG
-----------------------
Ernst & Young
Richmond, Virginia
March 22, 1994
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CSX CORPORATION
1991 EMPLOYEES STOCK PURCHASE AND DIVIDEND REINVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31,
-------------------------------
1993 1992 1991
---- ---- ----
ASSETS
Investments
Common Stock of CSX Corporation
(At December 31, 1993 - 56,405
Shares; Cost - $3,805,160; at
December 31, 1992 - 33,690
Shares; Cost - $2,026,678;
at December 31, 1991 - 6,875
Shares; Cost - $361,544) $4,618,160 $2,316,188 $397,891
Cash 35,005 36,245 1,359
---------- ---------- --------
4,653,165 2,352,433 399,250
Employee Contributions Receivable 104,944 99,677 90,951
Employer Contributions Receivable 16,697 17,595 16,054
Other Receivables 6,083 3,917 ---
---------- ---------- --------
TOTAL ASSETS 4,780,889 2,473,622 506,255
LIABILITIES
Other Liabilities 34,858 36,154 1,764
---------- ---------- --------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS $4,746,031 $2,437,468 $504,491
========== ========== ========
See Notes to Financial Statements.
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CSX CORPORATION
1991 EMPLOYEES STOCK PURCHASE AND DIVIDEND REINVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Year Ended Year Ended Four Months Ended
December 31, 1993 December 31, 1992 December 31, 1991
----------------- ----------------- -----------------
ADDITIONS
Investment Income -
Dividends $ 71,921 $ 30,103 $ 1,675
Employee Contributions 1,651,956 1,413,349 396,484
Employer Contributions 283,297 249,148 69,985
Net Realized Appreciation
of Investments 69,665 1,829 ---
Net Unrealized Appreciation
of Investments 523,490 253,163 36,347
---------- ---------- --------
2,600,329 1,947,592 504,491
DEDUCTIONS
Participant Distributions 291,766 14,615 ---
---------- ---------- --------
INCREASE IN NET ASSETS 2,308,563 1,932,977 504,491
Net Assets Available for Plan
Benefits at Beginning of
Period 2,437,468 504,491 ---
---------- ---------- --------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS AT END OF
PERIOD $4,746,031 $2,437,468 $504,491
========== ========== ========
See Notes to Financial Statements.
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CSX CORPORATION
1991 EMPLOYEES STOCK PURCHASE AND DIVIDEND REINVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1993
NOTE 1. SIGNIFICANT ACCOUNTING POLICIES
The accounts of the Plan are maintained on the accrual basis. All security
transactions are recorded as of the trade date.
Investments in CSX Corporation ("CSX") common stock are valued at the last
reported sales price on the last business day of the Plan year.
Certain prior year amounts have been restated to conform to the current year
presentation.
NOTE 2. DESCRIPTION OF THE PLAN
A complete description of Plan provisions including those relating to
contributions, vesting, withdrawals and distributions is contained in the
Summary Plan Description and the Plan document. The Plan document, which
includes the Summary Plan Description, was filed with the Securities Exchange
Commission on July 15, 1991. Copies of these documents are available from the
CSX Benefits Department. The following summary should be read in conjunction
with the aforementioned documents.
General: The Plan is a defined contribution common stock purchase plan and was
established effective September 1, 1991. The Plan is not a qualified Plan under
the definitions of the Internal Revenue Code of 1986, as amended ("IRC") and is
not subject to the provisions of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"). Plan participation is limited to certain employees,
other than officers and key employees, of CSX and affiliated companies (the
"Employer").
Investment Alternatives: Participant contributions are invested in one
investment fund that purchases shares of CSX common stock in open market
transactions.
Amounts deposited to the investment fund may be temporarily retained as cash or
invested in cash equivalents to facilitate the investment or reinvestment of
Plan assets and the distribution of account balances to participants.
Participant Contributions: Upon enrollment, each participant directs that an
aggregate monthly amount (together with amounts invested in any other employee
stock purchase plan of the Company or its subsidiaries) of no less than $25 or
no more than $1,500 be contributed on their behalf by payroll withholding and be
deposited in the investment fund. All cash dividends are used to purchase
additional shares of CSX common stock for participants' accounts. The Employer
may make special contributions on behalf of selected participants at any time.
These awards are treated as participant contributions and are not subject to the
$1,500 monthly limitation.
Employer Contributions: Contributions are made by the Employer either in the
number of shares of CSX common stock at least equal to 17.65% of the
participants' contributions and the amount of common stock dividends reinvested,
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CSX CORPORATION
1991 EMPLOYEES STOCK PURCHASE AND DIVIDEND REINVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
NOTE 2. DESCRIPTION OF THE PLAN, Continued
or an amount of cash which would permit the acquisition of that number of shares
on the open market at then market prices.
Vesting, Withdrawals and Distributions: Participants are immediately vested in
their voluntary contributions plus actual earnings thereon. Vesting in employer
contributions is subject to a rolling two-year holding period (as defined in the
Summary Plan Description). The holding period begins on the purchase date of
CSX common stock with employer contributions and ends on the second anniversary
of that purchase date. After the second anniversary date, the participant is
100% vested in the subject employer contribution. Withdrawals and distributions
are controlled in accordance with the provisions of the Plan.
Participant Accounts: Each participant's account is credited with the
participant's contribution, the appropriate portion of the employer's
contribution and Plan earnings, including reinvested dividends. 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. In the event of plan termination, participants
will become 100% vested in their accounts.
Administrative Expenses: A portion of the administrative expenses of the Plan
are paid by CSX. However, a participant bears the cost of any sale of CSX
common stock from his or her Plan account and all trust fund fees.
NOTE 3. INVESTMENTS
The Plan's investments are held by a bank administered trust fund.
Substantially all of the assets held in this trust fund at December 31, 1993,
1992 and 1991 are invested in CSX common stock.
Net unrealized appreciation of investments, which relates entirely to
investments in CSX Common Stock, is as follows:
Year Ended Year Ended Four Months Ended
12/31/93 12/31/92 12/31/91
---------- ---------- -----------------
Beginning of Period $289,510 $ 36,347 $ ---
End of Period 813,000 289,510 36,347
-------- -------- -------
Increase during the Period $523,490 $253,163 $36,347
======== ======== =======
Net realized appreciation of investments represents the difference between the
market value of CSX common stock allocated to participants at the dates of sale
or distribution and the cost of such stock determined on the basis of the
"first-in", "first-out" cost applicable to each participant. Market value and
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CSX CORPORATION
1991 EMPLOYEES STOCK PURCHASE AND DIVIDEND REINVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
NOTE 3. INVESTMENTS, Continued
the related cost associated with such sales or distributions were $299,121 and
$229,456 for the year-ended December 31, 1993, respectively. Related amounts
for the year ended December 31, 1992 were $18,636 and $16,807, respectively.
There was no realized appreciation/(depreciation) of investments for the four
months ended December 31, 1991.
NOTE 4. INCOME TAX STATUS
The Plan does not qualify under provisions of the IRC as an entity exempt from
taxation. The Plan administrative committee is not aware of any course of
action or series of events that have occurred that will change the Plan's non-
qualified status.
Employee contributions to the Plan are made on an after-tax basis. However,
employer contributions, earnings, dividends and gain or loss from the sale of
securities realized by the Plan must be reported as income by participants
annually. The participants' employer and/or the Plan trustee will notify each
participant as to the annual amount to be reported as taxable income.
Shares of CSX common stock, which are purchased by the Trustee and which are
required to be held in the Plan for not less than two years during which the
employee is continuously employed by the company, are considered to be property
subject to a substantial risk of forfeiture under Section 83(a) of the IRC. In
the first taxable year in which the rights of a participant to begin to receive
a distribution of stock are no longer subject to a substantial risk of
forfeiture, an amount equal to the fair market value of the stock at that time
is included in gross income as additional compensation to the participant. A
participant whose employment terminates for any reason other than under the
company's severance plan and who is not disabled, retired, or dies, forfeits
rights to all shares that have not been held for two years and which were
purchased under the Plan by the Trustee with Employer Matching Payments.
Alternatively, a participant may desire to elect to treat as compensation and to
include as gross income under Section 83(b) of the Internal Revenue Code of
1986, amounts of Employer Matching Payments paid during the year to the Trustee.
In such event, later appreciation, if any, in Common Stock is not treated as
compensation and the dividends are treated as dividends. If the stock for which
a Section 83(b) election is in effect is forfeited at a time when it is
substantially non-vested, the forfeiture is treated as a sale or exchange and
the basis of the stock for gain or loss is determined by reference to its cost
and any amounts reported as compensation. In determining gain or loss from the
sale or exchange of the stock if a Section 83(b) election is properly made and
no forfeiture occurs, the basis of the stock is determined with reference to the
amounts included in gross income as a result of any election or elections made
under Section 83(b), and the holding period commences when the stock is
purchased under the Plan by the Trustee.
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NOTE 5. RELATED PARTY TRANSACTIONS
CSX provides the Plan with certain management and accounting services for which
no fees are charged. During the years ended December 31, 1993 and 1992, and the
four months ended December 31, 1991, the Plan received $71,921, $30,103 and
$1,675, respectively, in common stock dividends from CSX.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
administrative committee members have duly caused this annual report to be
signed on its behalf by the undersigned hereunto duly authorized.
CSX CORPORATION
1991 EMPLOYEES STOCK PURCHASE AND DIVIDEND
REINVESTMENT PLAN
By: /s/ GREGORY R. WEBER
-------------------------------------------
Gregory R. Weber
Vice President and Controller
CSX Corporation
(Plan Sponsor)
Date: March 30, 1994
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EXHIBIT 23
Consent of Ernst & Young, Independent Auditors
----------------------------------------------
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 33-41736) pertaining to the CSX Corporation 1991
Employees Stock Purchase and Dividend Reinvestment Plan of our report dated
March 22, 1994, with respect to the financial statements of the CSX Corporation
1991 Employees Stock Purchase and Dividend Reinvestment Plan included in this
Annual Report (Form 11-K) for the year ended December 31, 1993.
/s/ ERNST & YOUNG
---------------------
Ernst & Young
Richmond, Virginia
March 28, 1994
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