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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, 1994
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 LLP, Independent Auditors 3
Statement of Net Assets Available for Plan Benefits
- December 31, 1994, 1993 and 1992 4
Statement of Changes in Net Assets Available for Plan
Benefits - Years Ended December 31, 1994, 1993 and 1992 5
Notes to Financial Statements 6-9
Signature 10
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Report of Ernst & Young LLP, Independent Auditors
-------------------------------------------------
Board of Directors
CSX Corporation 1991 Employees Stock Purchase and Dividend Reinvestment Plan
CSX Corporation
Richmond, Virginia
We have audited the accompanying statements of net assets available
for plan benefits of the CSX Corporation 1991 Employees Stock Purchase and
Dividend Reinvestment Plan ("Plan") as of December 31, 1994, 1993 and 1992, and
the related statements of changes in net assets available for plan benefits for
the years then ended. 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, 1994, 1993 and 1992, and the changes in its net assets
available for plan benefits for the years then ended, in conformity with
generally accepted accounting principles.
/s/ ERNST & YOUNG LLP
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Ernst & Young LLP
Richmond, Virginia
March 24, 1995
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CSX CORPORATION
1991 EMPLOYEES STOCK PURCHASE AND DIVIDEND REINVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31
------------------------------------
1994 1993 1992
---------- ---------- ----------
ASSETS
Investments
Common Stock of CSX Corporation
(At December 31, 1994 - 82,738
Shares; Cost - $5,885,712; at
December 31, 1993 - 56,405
Shares; Cost - $3,805,160; at
December 31, 1992 - 33,690
Shares; Cost - $2,026,678) $5,760,634 $4,618,160 $2,316,188
Cash 61,637 35,005 36,245
---------- ---------- ----------
5,822,271 4,653,165 2,352,433
Employee Contributions Receivable 117,354 104,944 99,677
Employer Contributions Receivable 32,001 16,697 17,595
Other Receivables 8,561 6,083 3,917
---------- ---------- ----------
TOTAL ASSETS 5,980,187 4,780,889 2,473,622
LIABILITIES
Other Liabilities 67,706 34,858 36,154
---------- ---------- ----------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $5,912,481 $4,746,031 $2,437,468
========== ========== ==========
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 December 31,
------------------------------------
1994 1993 1992
---------- ---------- ----------
ADDITIONS
Investment Income -
Dividends $ 119,338 $ 71,921 $ 30,103
Employee Contributions 1,892,991 1,651,956 1,413,349
Employer Contributions 335,944 283,297 249,148
Net Realized Appreciation
of Investments 99,615 69,665 1,829
Net Unrealized Appreciation
(Depreciation) of Investments (938,078) 523,490 253,163
---------- ---------- ----------
1,509,810 2,600,329 1,947,592
DEDUCTIONS
Participant Distributions (343,360) (291,766) (14,615)
---------- ---------- ----------
NET INCREASE IN NET ASSETS 1,166,450 2,308,563 1,932,977
Net Assets Available for Plan
Benefits at Beginning of Year 4,746,031 2,437,468 504,491
---------- ---------- ----------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AT END OF YEAR $5,912,481 $4,746,031 $2,437,468
========== ========== ==========
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, 1994
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.
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 and employer 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) neither less than $25
nor more than $1,500 be contributed on his or her 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: Cash contributions are made by the employer in an
amount equal to 17.65% of participant contributions and 17.65% of reinvested
dividends.
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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
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.
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, 1994,
1993 and 1992 are invested in CSX common stock.
Net unrealized appreciation (depreciation) of investments, which relates
entirely to investments in CSX Common Stock, is as follows:
Year Ended December 31,
---------------------------------------
1994 1993 1992
--------- -------- --------
Beginning of Year $ 813,000 $289,510 $ 36,347
End of Year (125,078) 813,000 289,510
--------- -------- --------
Net Unrealized Appreciation
(Depreciation) During the Year $(938,078) $523,490 $253,163
========= ======== ========
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 $339,223 and
$239,608 for the year ended December 31, 1994, respectively. Related amounts
for the year ended December 31, 1993 were $299,121 and $229,456, respectively,
and for the year ended December 31, 1992, $18,636 and $16,807, respectively.
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, 1994, 1993 and 1992
the Plan received $119,338, $71,921 and $30,103, 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, Controller and Treasurer
CSX Corporation
(Plan Sponsor)
Date: March 28, 1995
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EXHIBIT 23
Consent of Ernst & Young LLP, 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 24, 1995, 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, 1994.
/s/ ERNST & YOUNG LLP
---------------------
Ernst & Young LLP
Richmond, Virginia
March 24, 1995
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