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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):
October 14, 1996
CSX CORPORATION
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(Exact name of registrant as specified in charter)
Virginia
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(State or other jurisdiction
of incorporation)
002-63273 621051971
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(Commission File No.) (IRS employer
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.
On October 14, 1996, CSX Corporation (the "Company"), Green Acquisition
Corp. ("Tender Sub"), a wholly owned subsidiary of the Company, and Conrail Inc.
("Conrail") entered into an Agreement and Plan of Merger, dated as of December
14, 1996, and certain related agreements, pursuant to which, subject to the
terms and conditions specified therein, Conrail will merge with and into Tender
Sub.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
1. Agreement and Plan of Merger, dated as of October 14, 1996, by and
among CSX Corporation, Green Acquisition Corp. and Conrail Inc. (incorporated
by reference to Exhibit (c)(1) to the Tender Offer Statement on Schedule 14D-1
filed by CSX Corporation and Green Acquisition Corp. with respect to Conrail
Inc., dated October 6, 1996 ("Schedule 14D-1").
2. CSX Corporation Stock Option Agreement, dated as of October 14,
1996, by and between CSX Corporation and Conrail Inc. (incorporated by
reference to Exhibit (c)(3) to Schedule 14D-1).
3. Conrail Inc. Stock Option Agreement, dated as of October 14, 1996,
by and between CSX Corporation and Conrail Inc. (incorporated by reference to
Exhibit (c)(2) to Schedule 14D-1).
4. Second Amendment to Rights Agreement, dated as of October 13, 1996,
by and between CSX Corporation and Harris Trust Company of New York.
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CSX CORPORATION
By: /s/ Mark G. Aron
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Name: Mark G. Aron
Title: Executive Vice President-Law
and Public Affairs
Date: October 16, 1996
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EXHIBIT INDEX
Exhibit
No. Description
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1. Agreement and Plan of Merger, dated as of October 14, 1996, by
and among CSX Corporation, Green Acquisition Corp. and Conrail
Inc. (incorporated by reference to Exhibit (c)(1) to the Tender
Offer Statement on Schedule 14D-1 filed by CSX Corporation and
Green Acquisition Corp. with respect to Conrail Inc., dated
October 16, 1996 ("Schedule 14D-1")).
2. CSX Corporation Stock Option Agreement, dated as of October 14,
1996, by and between CSX Corporation and Conrail Inc.
(incorporated by reference to Exhibit (c)(3) to Schedule 14D-1).
3. Conrail Inc. Stock Option Agreement, dated as of October 14,
1996, by and between CSX Corporation and Conrail Inc.
(incorporated by reference to Exhibit (c)(2) to Schedule 14D-1).
4. Second Amendment to Rights Agreement, dated as of October 13,
1996, by and between CSX Corporation and Harris Trust Company
of New York (filed herewith).
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EXECUTION COPY
SECOND AMENDMENT TO RIGHTS AGREEMENT
SECOND AMENDMENT (this "Amendment"), dated as of October 13,
1996, to the Rights Agreement, dated as of June 8, 1988, as amended, between
CSX Corporation, a Virginia corporation (the "Company"), and Harris Trust
Company of New York, as Rights Agent (the "Rights Agent").
RECITALS
The Company and the Rights Agent have heretofore executed and
entered into the aforementioned Rights Agreement and an amendment thereto,
dated as of June 13, 1990 (the Rights Agreement, as so amended, the "Rights
Agreement"). Pursuant to Section 27 of the Rights Agreement, the Company and
the Rights Agent may from time to time supplement or amend the Rights Agreement
in accordance with the provisions of Section 27 thereof. All acts and things
necessary to make this Amendment a valid agreement, enforceable according to
its terms, have been done and performed, and the execution and delivery of this
Amendment by the Company and the Rights Agent have been in all respects duly
authorized by the Company and the Rights Agent.
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NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements set forth herein, the parties thereto agree as follows:
1. Section 1(a) of the Rights Agreement is hereby modified
and amended by adding the following sentence to the end thereof:
Notwithstanding the foregoing, none of Conrail Inc., a Pennsylvania corporation
("Conrail"), or its wholly owned subsidiaries shall be deemed an "Acquiring
Person," as defined pursuant to the foregoing provisions of this paragraph (a),
by virtue of the approval, execution or delivery of the Option Agreement (the
"CSX Option Agreement"), by and between the Company and Conrail, to be dated as
of October 14, 1996, or the consummation of the transactions contemplated
thereby in accordance with the terms thereof.
2. A new Section is added as follows:
"Section 34. Stock Option Agreement. Notwithstanding any
provision herein to the contrary, none of Conrail Inc., a
Pennsylvania corporation ("Conrail"), or its wholly owned
subsidiaries shall be considered an Acquiring Person under
this Rights Agreement, no Shares Acquisition Date or
Distribution Date shall occur, and no Rights shall be
exercisable pursuant to any provision hereof, as a result of
(i) the approval, execution or delivery of the Option
Agreement, dated as of October 14, 1996, by and between the
Company and Conrail, or (ii) the consummation of the
transactions contemplated thereby in accordance with the terms
thereof.
3. This Amendment to the Rights Agreement shall be governed
by and construed in accordance with the laws of the Commonwealth of Virginia
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and for all purposes shall be governed by and construed in accordance with the
laws of such Commonwealth applicable to contracts to be made and performed
entirely within such Commonwealth.
4. This Amendment to the Rights Agreement may be executed in
any number of Counterparts, each of which shall be an original, but such
counterparts shall together constitute one and the same instrument. Terms not
defined herein shall, unless the context otherwise requires, have the meanings
assigned to such terms in the Rights Agreement.
5. In all respects not inconsistent with the terms and
provisions of this Amendment to the Rights Agreement, the Rights Agreement is
hereby ratified, adopted, approved and con-
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firmed. In executing and delivering this Amendment, the Rights Agent shall be
entitled to all the privileges and immunities afforded to the Rights Agent
under the terms and conditions of the Rights Agreement.
6. If any term, provision, covenant or restriction of this
Amendment to the Rights Agreement is held by a court of competent jurisdiction
or other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Amendment to the Rights
Agreement, and of the Rights Agreement, shall remain in full force and effect
and shall in no way be affected, impaired or invalidated.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed and attested, all as of the date and year first above
written.
CSX CORPORATION
By: /s/
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Name:
Title:
HARRIS TRUST COMPANY OF NEW YORK
By: /s/
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Name:
Title:
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