PAGE 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CSX CORPORATION
(Exact name of registrant as specified in its charter)
COMMONWEALTH OF VIRGINIA 62-1051971
(State or other jurisdiction (I.R.S. Employer Identification Number)
of incorporation or organization)
ONE JAMES CENTER
901 EAST CARY STREET
RICHMOND, VIRGINIA 23219
(804) 782-1400
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
1987 LONG-TERM PERFORMANCE STOCK PLAN
(Full title of the Plan)
PETER J. SHUDTZ, ESQ.
GENERAL COUNSEL
CSX CORPORATION
ONE JAMES CENTER
901 EAST CARY STREET
RICHMOND, VIRGINIA 23219
(804) 783-1400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
- 1 -
PAGE 2
CALCULATION OF REGISTRATION FEE
-------------------------------
- ---------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price Per Offering Registration
be Registered Registered Share Price Fee
- ---------------------------------------------------------------
Common Stock
$1.00 par
value 5,000,000(1) $67.63(2) $338,150,000 $116,603.45
- ---------------------------------------------------------------
(1) The maximum number of shares of Common Stock of CSX Corporation
(the "Company") that may be offered and sold hereunder.
(2) Estimated pursuant to Rule 457(c) solely for purposes of
calculating the registration fee. Based on the average of the high and low
prices for the Common Stock reported in the consolidated reporting system of
the New York Stock Exchange on December 16, 1994.
- 2 -
PAGE 3
PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
---------------------------------------
The Company and the 1987 Long-Term Performance Stock Plan (the
"Plan") hereby incorporate by reference into this Registration Statement the
documents listed below, which have been filed with the Securities and Exchange
Commission (the "Commission").
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993.
(b) All reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the
end of the fiscal year covered by the Company's annual report referred to in
(a) above.
(c) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-B filed on September 25, 1980 under Section
12 of the Exchange Act, as amended by Amendment Number 1 filed with the
Commission on June 17, 1988.
Each document or report subsequently filed by the Company and the
Plan with the Commission pursuant to Sections 13(a), 13(c), 14, and 15(d) of
the Exchange Act after the date of this Registration Statement, but prior to
the filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered by this Registration Statement have been
sold or which deregisters all such securities then remaining unsold, shall be
deemed to be incorporated by reference into this Registration Statement.
Each document or report incorporated into this Registration Statement by
reference shall be deemed to be a part of this Registration Statement from the
date of the filing of such document with the Commission until the information
contained therein is superseded or updated by any subsequently filed document
which is incorporated by reference into this Registration Statement.
Item 4. Description of Securities
-------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel
--------------------------------------
Not Applicable.
- 3 -
PAGE 4
Item 6. Indemnification of Directors and Officers
-----------------------------------------
Article 10 of the Virginia Stock Corporation Act provides, in
general, for indemnification by a corporation of any person threatened with or
made a party to any action, suit or proceeding by reason of the fact that he
or she is, or was, a director, officer, employee or agent of such corporation.
Indemnification is also authorized with respect to a criminal action or
proceeding where the person had no reasonable cause to believe that his
conduct was unlawful.
Article VII of the Company's Amended and Restated Articles of
Incorporation provides for mandatory indemnification of directors and officers
against liability incurred by them in proceedings instituted or threatened
against them by third parties, or by or on behalf of the Company itself,
relating to the manner in which they performed their duties unless they have
been guilty of willful misconduct or of a knowing violation of the criminal
law.
The Company's Amended and Restated Articles of Incorporation also
provide that in every instance permitted under Virginia corporation law in
effect from time to time, the liability of a director or officer of the
Company to the Company or its shareholders arising out of a single
transaction, occurrence or course of conduct shall be limited to one dollar.
The Company maintain standard policies of officers' and directors'
liability insurance.
Item 7. Exemption from Registration Claimed
-----------------------------------
Not Applicable.
Item 8. Exhibits
--------
See Index to Exhibits.
Item 9. Undertakings
------------
The undersigned registrant hereby undertakes or acknowledges:
(a) (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
- 4 -
PAGE 5
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to section 13(a) or section 15(d) of the Securities Exchange Act of 1934, and
each filing of the Plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
- 5 -
PAGE 6
SIGNATURES
The Registrant.
- --------------
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia,
on December 22, 1994.
CSX CORPORATION
By: /s/GREGORY R. WEBER
-------------------
Gregory R. Weber
Vice President, Controller and Treasurer
(Principal Accounting Officer)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
John W. Snow Chairman of the Board and
Director, President, Chief Executive
Officer and Director
(Principal Executive Officer)(a)
James Ermer Senior Vice President-Finance
(Principal Financial Officer)(a)
Edward L. Addison Director(a)
Elizabeth E. Bailey Director(a)
Robert L. Burrus, Jr. Director(a)
Bruce C. Gottwald Director(a)
John R. Hall Director(a)
Robert D. Kunisch Director(a)
- 6 -
PAGE 7
Hugh L. McColl, Jr. Director(a)
James W. McGlothlin Director(a)
Southwood J. Morcott Director(a)
Charles E. Rice Director(a)
William C. Richardson Director(a)
Frank S. Royal Director(a)
William B. Sturgill Director(a)
(a)/s/PETER J. SHUDTZ
-------------------
Peter J. Shudtz
Attorney-in-Fact
December 22, 1994
- 7 -
PAGE 8
The Plan.
- ---------
Pursuant to the requirements of the Securities Act of 1933, the
members of the Plan Committee have duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Richmond, Commonwealth of Virginia, on December 22, 1994.
1987 LONG-TERM PERFORMANCE STOCK PLAN
By: /s/GREGORY R. WEBER
-----------------------------
Gregory R. Weber
Attorney-in-Fact
- 8 -
PAGE 1
Exhibit Index
-------------
The following exhibits are filed herewith as part of this Registration
Statement:
Exhibit Page
No. No.
- ------- ----
3(a) Articles of Incorporation, incorporated
by reference to Exhibit 3.1 to its
Form SE dated February 20, 1991 (1)
3(b) Bylaws of the Company II-1
23.1 Opinion and Consent of Ellen M. Fitzsimmons,
Senior Counsel of the Company, as
to the validity of the Common Stock
offered hereunder II-2
23.2 Consent of Independent Auditors II-3
23.3 Consent of Ellen M. Fitzsimmons (included in
Exhibit 5.1) II-2
24 Powers of Attorney II-4
28 1987 Long-Term Performance Stock Plan,
as amended, incorporated by reference to
Exhibit 10.1 to its Schedule 14A dated
March 11, 1994 (1)
(1) Incorporated by reference.
- 1 -
PAGE 1
EXHIBIT 3(b)
BY-LAWS
OF
CSX CORPORATION
(Amended as of May 3, 1994)
____________________
ARTICLE I.
Stockholders' Meetings.
SECTION 1. Annual Meeting. The annual meeting of the
stockholders of the Corporation shall be held on such date in March, April,
May or June as the Board of Directors may designate, either within or without
the State of Virginia.
SECTION 2. Special Meetings. Special meetings of the
stockholders may be called from time to time by the Board of Directors or the
Chief Executive Officer of the Corporation. Special meetings shall be held
solely for the purposes specified in the notice of meeting.
SECTION 3. Time and Place. The time and place of each meeting of
the stockholders shall be stated in the notice of the meeting.
SECTION 4. Quorum. The holders of a majority of the outstanding
shares of Capital Stock entitled to vote shall constitute a quorum at any
meeting of the stockholders. Less than a quorum may adjourn the meeting to a
fixed time and place, no further notice of any adjourned meeting being
required. Each stockholder shall be entitled to one vote in person or by
proxy for each share entitled to vote then outstanding and registered in his
name on the books of the Corporation.
SECTION 5. Record Date. The Board of Directors may fix in
advance a date to determine shareholders entitled to notice or to vote at any
meeting of shareholders, to receive any dividend, or for any purpose, such
date to be not more than 70 days before the meeting or action requiring a
determination of shareholders.
SECTION 6. Conduct of Meeting. The Chairman of the Board shall
preside over all meetings of the stockholders and prescribe rules of procedure
therefor. If he is not present, or if there is none in office, the President
shall preside. If the Chairman of the Board and the President are not
present, a Vice President shall preside, or, if none be present, a Chairman
shall be elected by the meeting. The Secretary of the Corporation shall act
as Secretary of the meeting, if he is present. If he is not present, the
Chairman shall appoint a Secretary of the meeting. The Chairman of the
meeting shall appoint one or more inspectors of election who shall determine
the qualification of voters, the validity of proxies, and the results of
ballots.
- II-1 -
PAGE 2
SECTION 7. Notice of Stockholder Business. At an annual meeting
of the stockholders, only such business shall be conducted as shall have been
brought before the meeting (a) by or at the direction of the Board of
Directors or (b) by any stockholder of the Corporation who complies with the
notice procedures set forth in this Section 7. For business to be properly
brought before an annual meeting by a stockholder, the stockholder must have
given timely notice thereof in writing to the Secretary of the Corporation.
To be timely, a stockholder's notice must be delivered to or mailed and
received at the principal executive offices of the Corporation, not less than
30 days nor more than 60 days prior to the meeting; provided, however, that in
the event that less than 40 days' notice or prior public disclosure of the
date of the meeting is given or made to the stockholders, notice by the
stockholder to be timely must be received not later than the close of business
on the 10th day following the day on which such notice of the date of the
annual meeting was mailed or such public disclosure was made. A stockholder's
notice to the Secretary shall set forth as to each matter the stockholder
proposes to bring before the annual meeting (a) a brief description of the
business desired to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting, (b) the name and address, as
they appear on the Corporation's books, of the stockholder proposing such
business, (c) the class and number of shares of the Corporation which are
beneficially owned by the stockholder and (d) any material interest of the
stockholder in such business. Notwithstanding anything in the By-laws to the
contrary, no business shall be conducted at an annual meeting except in
accordance with the procedures set forth in this Section 7. The Chairman of
an annual meeting shall, if the facts warrant, determine and declare to the
meeting that business was not properly brought before the meeting and in
accordance with the provisions of this Section 7, and if he should so
determine, he shall so declare to the meeting and any such business not
properly brought before the meeting shall not be transacted.
ARTICLE II.
Board of Directors.
SECTION 1. Number, term and election. The Board of Directors
shall be elected at the annual meeting of the stockholders or at any special
meeting held in lieu thereof. The number of Directors shall be fourteen.
This number may be increased or decreased at any time by amendment of these
By-laws, but shall always be a number of not less than four. No person shall
be eligible for election as a Director, nor shall any Director be eligible for
reelection, if he shall have attained the age of 70 years at the time of such
election, except that the Board, in its sole discretion, may waive such
ineligibility for a period not to exceed one year. Inside Directors,
including Chief Executive Officers, shall retire from the Board immediately
upon leaving active service, or age 65, whichever is first. Further, only CSX
senior corporate officers shall be eligible for election as Director. Outside
Directors shall hold office until removed or until the next annual meeting of
the stockholders is held and their successors are elected.
- 2 -
PAGE 3
SECTION 2. Notice of Stockholder Nominees. Only persons who are
nominated in accordance with the procedures set forth in the By-laws shall be
eligible for election as Directors. Nominations of persons for election to
the Board of Directors of the Corporation may be made at a meeting of
stockholders (a) by or at the direction of the Board of Directors or (b) by
any stockholder of the Corporation entitled to vote for the election of
Directors at the meeting who complies with the notice procedures set forth in
this Section 2. Nominations by stockholders shall be made pursuant to timely
notice in writing to the Secretary of the Corporation. To be timely, a
stockholder's notice shall be delivered to or mailed and received at the
principal executive offices of the Corporation not less than 30 days nor more
than 60 days prior to the meeting; provided, however, that in the event that
less than 40 days' notice or prior public disclosure of the date of the
meeting is given or made to stockholders, notice by the stockholder to be
timely must be so received not later than the close of business on the 10th
day following the day on which such notice of the date of the meeting was
mailed or such public disclosure was made. Such stockholder's notice shall
set forth (a) as to each person whom the stockholder proposes to nominate for
election or reelection as a Director, all information relating to such person
that is required to be disclosed in solicitations of proxies for election of
Directors, or is otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (including such person's
written consent to being named in the proxy statement as a nominee and to
serving as a Director if elected); and (b) as to the stockholder giving the
notice (i) the name and address, as they appear on the Corporation's books, of
such stockholder and (ii) the class and number of shares of the Corporation
which are beneficially owned by such stockholder. At the request of the Board
of Directors any person nominated by the Board of Directors for election as a
Director shall furnish to the Secretary of the Corporation that information
required to be set forth in the stockholder's notice of nomination which
pertains to the nominee. No person shall be eligible for election as Director
of the Corporation unless nominated in accordance with the procedures set
forth in the By-laws. The Chairman of the meeting shall, if the facts
warrant, determine and declare to the meeting that a nomination was not made
in accordance with the procedures prescribed by the By-laws, and if he should
so determine, he shall so declare to the meeting and the defective nomination
shall be disregarded.
SECTION 3. Quorum. A majority of the Directors shall constitute
a quorum. Less than a quorum may adjourn the meeting to a fixed time and
place, no further notice of any adjourned meeting being required.
SECTION 4. Removal and vacancies. The stockholders at any
meeting, by a vote of the holders of a majority of all the shares of Capital
Stock at the time outstanding and having voting power, may remove any Director
and fill any vacancy. Vacancies arising among the Directors, including a
vacancy resulting from an increase by the Board of Directors in the number of
directors, so long as the increase so created is not more than two, may be
filled by the remaining Directors, though less than a quorum of the Board,
unless sooner filled by the stockholders. Vacancies filled by the Directors
may be subject to such rules, regulations, and criteria as the Board may from
time to time prescribe.
- 3 -
PAGE 4
SECTION 5. Meetings and notices. Regular meetings of the Board
of Directors shall be held each month, unless cancelled by the Board of
Directors, at such place and at such time as the the Board of Directors may
from time to time designate. Special meetings of the Board of Directors may
be held at any place and at any time upon the call of the Chairman of the
Board or of any three members of the Board of Directors. Notice of any
meetings shall be given by mailing or delivering such notice to each Director
at his residence or business address or by telephoning or telegraphing it to
him at least twenty-four hours before the meeting. Any such notice shall
state the time and place of the meeting. Meetings may be held without notice
if all of the Directors are present or those not present waive notice before
or after the meeting.
Any action required to be taken at a meeting of the Board may be
taken without a meeting if a consent in writing setting forth the action so to
be taken, shall be signed by all the Directors and filed with the Secretary.
Such consent shall have the same force and effect as a unanimous vote.
Any action required to be taken at a meeting of the Board may be
taken by means of a conference telephone or similar communications equipment
whereby all persons participating in the meeting can hear each other, and
participation by such means shall constitute presence in person at such
meeting. When such meeting is conducted, a written record shall be made of
the action taken at such meeting.
ARTICLE III.
Executive Committee.
SECTION 1. Number and Chairman. The Board of Directors shall by
vote of a majority of the whole number herein fixed designate an Executive
Committee, consisting of the Chairman of the Board, the President of the
Corporation, the Chairman of each of the Committees of the Board, and, for a
period determined by the Board of Directors not to exceed 12 months from
termination of his or her service as Chairman of a Committee, any current
member of the Board of Directors who had been Chairman of a Committee of the
Board. The Chairman of the Board of Directors shall be the Chairman of the
Committee.
SECTION 2. Authority and quorum. The Committee, when the Board
of Directors is not in session, shall have and may exercise all the authority
of the Board of Directors, except as may be prohibited by Section 13.1-40 of
the Code of Virginia, as it may from time to time be amended. A majority of
the Committee shall constitute a quorum for the transaction of business, and
the affirmative vote of the majority of those present shall be necessary for
any action by the Committee. The Committee shall cause to be kept a full and
accurate record of its proceedings at each meeting and report the same at the
next meeting of the Board. In the absence of the Chairman of the Committee, a
temporary chairman shall be designated by the Committee to preside at such
meeting.
- 4 -
PAGE 5
SECTION 3. Meetings and notices. Meetings of the Committee may
be called at any time by the Chairman of the Board or any three members of the
Committee and shall be held at such time and place as shall be stated in
the notice of the meeting. Notice of any meeting of the Committee shall be
given by delivering or mailing such notice to each member of his residence or
business address or by telephoning or telegraphing it to him not less than
twenty-four hours before the meeting. Any such notice shall state the time
and place of the meeting. Meetings may be held without notice if all of the
members of the Committee are present or those not present waive notice before
or after the meeting.
Action may be taken by the Executive Committee without a meeting
in the manner provided by Section 4 of Article II.
SECTION 4. Removal. Members of the Committee may be removed as
members thereof and replaced by the affirmative vote of a majority of the
Directors in office at any regular or special meeting of the Board of
Directors.
ARTICLE IV.
Committees of the Board.
(other than the Executive Committee)
The Board of Directors shall by vote of a majority of the whole
number herein fixed establish an Audit Committee, a Compensation Committee, an
Organization and Corporate Responsibility Committee, and a Pension Committee,
each committee consisting of at least two directors whose designation and
terms of office shall be by resolution of the Board. The Board may also
create from time to time such additional committees as it may deem
appropriate. The committees shall meet and perform such duties and functions
as the Board may prescribe.
ARTICLE V.
Officers.
At the first meeting of the Board of Directors held after the
annual meeting of the stockholders, the Board of Directors shall elect
officers of the Corporation as follows:
A Chairman of the Board, who shall be the
Chief Executive Officer,
A President, who shall be the Chief Operating Officer,
A Vice Chairman,
One or more Vice Presidents, any of whom may be
designated as an Executive Vice President, a
Senior Vice President or a Vice President with
a functional title,
A General Counsel,
A Secretary, and
A Treasurer
- 5 -
PAGE 6
All officers elected by the Board of Directors shall, unless
removed by the Board of Directors as hereinafter set forth, hold office
until the first meeting of the Board of Directors after the next annual
meeting of the stockholders and until their successors are elected. Any two
or more offices may be held by the same person, except the offices of
President and Secretary.
The Chairman of the Board may appoint such additional subordinate
officers as he may deem necessary for the efficient conduct of the affairs of
the Corporation.
The powers, duties, and responsibilities of officers and
employees of the Corporation not prescribed in these By-laws shall be
established from time to time by the Board of Directors or by the Chairman of
the Board.
Any officer shall be subject to removal at any time if elected by
the Board of Directors, by the affirmative vote of a majority of all of the
members of the Board of Directors, or, if appointed by the Chairman of the
Board, by the Chairman of the Board.
ARTICLE VI.
Chairman of the Board.
The Chairman of the Board of Directors shall be elected from
among the Directors. He shall preside at all meetings of the Board of
Directors. Subject to the direction of the Board of Directors, he shall have
general charge, control, and supervision of all the business and operations of
the Corporation.
The Board of Directors may elect a Vice Chairman of the Board from
among the members thereof. He shall have such powers, duties and
responsibilities as may be assigned to him by the Board of Directors or the
Chairman of the Board.
ARTICLE VII.
President.
The President shall be elected from among the Directors. He
shall have such powers, duties, and responsibilities as may be assigned to him
by the Board of Directors or the Chairman of the Board.
- 6 -
PAGE 7
ARTICLE VIII.
Vice Presidents.
The powers, duties, and responsibilities of the Vice Presidents
shall be fixed by the Chairman of the Board with the approval of the Board of
Directors. From time to time, the Board of Directors may assign to a Vice
President the duty of acting for the President in case of his absence or
inability to act.
ARTICLE IX.
General Counsel.
The General Counsel shall have general charge of the legal
affairs of the Corporation, and shall cause to be kept adequate records of all
suits or actions of every nature to which the Corporation may be a party or in
which it has an interest, with sufficient data to show the nature of the case
and proceedings therein. He shall prepare or cause to be prepared legal
opinions on any subject necessary for the affairs of the Corporation, and
shall perform such other duties as the Board of Directors, the Chairman of the
Board, or the Senior Vice President-Corporate Services may designate.
ARTICLE X.
Secretary.
SECTION 1. The Secretary shall attend all meetings of the
stockholders, the Board of Directors, and the Executive Committee and record
their proceedings, unless a temporary secretary be appointed. He shall give
due notice as required of all meetings of the stockholders, Directors, and
Executive Committee. He shall keep or cause to be kept at a place or places
required by law a record of the stockholders of the Corporation, giving the
names and addresses of all stockholders and the number, class, and series of
the shares held by each. He shall be custodian of the seal of the
Corporation, and of all records, contracts, leases, and other papers and
documents of the Corporation, unless otherwise directed by the Board of
Directors, and shall perform such other duties as may be assigned to him by
the Board of Directors, the Chairman of the Board, or the Senior Vice
President-Corporate Services.
SECTION 2. In case of the Secretary's absence or incapacity, the
Chairman of the Board shall designate an appropriate officer to perform the
duties of the Secretary.
- 7 -
PAGE 8
ARTICLE XI.
Treasurer.
SECTION 1. The Treasurer shall receive, keep and disburse all
moneys belonging or coming to the Corporation, shall keep regular, true and
full accounts of all receipts and disbursements and make detailed reports
thereof. He shall also perform such other duties in connection with the
administration of the financial affairs of the Corporation as the Senior Vice
President-Finance shall assign to him.
SECTION 2. In case of the Treasurer's absence or incapacity, the
Senior Vice President-Finance shall designate an appropriate officer to
perform the duties of the Treasurer.
ARTICLE XII.
Compensation.
The compensation of the officers elected by the Board of
Directors shall be fixed by the Board of Directors. The compensation of all
other officers shall be fixed by the Chairman of the Board or the President or
heads of departments subject to the control of the Chairman of the Board.
No salary of more than a maximum level, fixed from time to time
by the Board of Directors, shall be established except with approval of the
Board of Directors.
ARTICLE XIII.
Depositaries.
The money and negotiable instruments of the Corporation shall be
kept in such bank or banks as the Senior Vice President-Finance or the Vice
President and Treasurer shall from time to time direct or approve. All checks
and other instruments for the disbursement of funds shall be executed manually
or by facsimile by such officers or agents of the Corporation as may be
authorized by the Board of Directors.
ARTICLE XIV.
Seal.
The seal of the Corporation, of which there may be any number of
counterparts, shall be circular in form and shall have inscribed thereon the
name of the Corporation, the year of its organization and the words,
"Corporate Seal Virginia." The Board may also authorize to be used, as the
seal of the Corporation, any facsimile thereof.
- 8 -
PAGE 9
ARTICLE XV.
Fiscal Year.
The fiscal year of the Corporation shall begin immediately after
midnight of the last Friday of December, and shall end at midnight on the last
Friday of December of each calendar year.
ARTICLE XVI.
Amendments to By-laws.
These By-laws may be amended or repealed at any regular or
special meeting of the Board of Directors by the vote of a majority of the
Directors present. They may also be repealed or changed, and new By-laws
made, by the stockholders, provided notice of the proposal to take such
action shall have been given in the notice of the meeting. The stockholders
may prescribe that any By-law made by them shall not be altered, amended or
repealed by the Board of Directors.
* * * * * * * * * *
Richmond, VA
May 3, 1994
- 9 -
PAGE 1
EXHIBIT 23.1
December 22, 1994
To the Board of Directors
CSX Corporation
One James Center
901 E. Cary Street
Richmond, Virginia 23219
Gentlemen:
I am Senior Counsel of CSX Corporation and am providing this opinion
in connection with your filing with the Securities and Exchange Commission of
a registration statement on Form S-8 (the "Registration Statement") relating
to the Long-Term Performance Stock Plan (the "Plan"). The Registration
Statement covers 5,000,000 shares of Common Stock of the Company (the "Common
Stock"). Up to 5,000,000 shares of Common Stock have been reserved for
issuance under the Plan.
I am of the opinion that such 5,000,000 shares of Common Stock, when
issued or sold in accordance with the terms and provisions of the Plan, will
be duly authorized, legally issued, fully paid and nonassessable.
I consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ELLEN M. FITZSIMMONS
-----------------------
Ellen M. Fitzsimmons
Senior Counsel
II-2
PAGE 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement (Form S-8) pertaining to the Long-Term Performance Stock Plan of our
report dated January 28, 1994, with respect to the consolidated financial
statements and schedule of CSX Corporation and subsidiaries included in its
Annual Report (Form 10-K) for the year ended December 31, 1993, filed with the
Securities and Exchange Commission.
/s/ERNST & YOUNG LLP
--------------------
Richmond, Virginia Ernst & Young LLP
December 19, 1994
II-3
PAGE 1
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each of the undersigned officers
and directors of CSX CORPORATION, a Virginia corporation (the "Corporation"),
hereby constitutes and appoints each of Alan A. Rudnick, Peter J. Shudtz and
Gregory R. Weber his or her true and lawful attorneys-in-fact and agents, for
him or her and in his or her name, place and stead to sign and file a
registration statement under the Securities Act of 1933, as amended,
registering securities of the Corporation which may be issued pursuant to the
Corporation's 1987 Long-Term Performance Stock Plan, with power to sign and
file any amendment or amendments, including post-effective amendments thereto,
with all exhibits thereto and any and all other documents in connection
therewith, with the Securities and Exchange Commission, hereby granting unto
such attorneys-in-fact and agents, and each of them, full power and authority
to do and perform any and all acts and things requisite and necessary to be
done in and about the premises as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
14th day of December, 1994.
/s/JOHN W. SNOW
- ---------------
John W. Snow
/s/JAMES ERMER
- --------------
James Ermer
/s/EDWARD L. ADDISON
- --------------------
Edward L. Addison
/s/ELIZABETH E. BAILEY
- ----------------------
Elizabeth E. Bailey
/s/ROBERT L. BURRUS, JR.
- ------------------------
Robert L. Burrus, Jr.
/s/BRUCE C. GOTTWALD
- --------------------
Bruce C. Gottwald
/s/JOHN R. HALL
- ---------------
John R. Hall
- II-4 -
PAGE 2
/s/ROBERT D. KUNISCH
- --------------------
Robert D. Kunisch
/s/HUGH L. MCCOLL, JR.
- ----------------------
Hugh L. McColl, Jr.
/s/SOUTHWOOD J. MORCOTT
- -----------------------
Southwood J. Morcott
/s/CHARLES E. RICE
- ------------------
Charles E. Rice
/s/WILLIAM C. RICHARDSON
- ------------------------
William C. Richardson
/s/FRANK S. ROYAL
- -----------------
Frank S. Royal
/s/WILLIAM B. STURGILL
- ----------------------
William B. Sturgill
- 2 -
