<PAGE> 1
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, 1996
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
-------- --------
Commission file number 1-8022
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
B. Name of 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
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AMERICAN COMMERCIAL VESSEL
AND TERMINAL EMPLOYEES' SAVINGS PLAN
Index to Financial Statements
Page No.
--------
Audited Financial Statements
Report of Independent Auditors 3
Statement of Net Assets Available for Benefits,
With Fund Information - December 31, 1996 4
Statement of Net Assets Available for Benefits,
With Fund Information - December 31, 1995 5
Statement of Changes in Net Assets Available for
Benefits, With Fund Information - Year Ended
December 31, 1996 6
Statement of Changes in Net Assets Available for
Benefits, With Fund Information - Year Ended
December 31, 1995 7
Notes to Financial Statements 8-12
Supplemental Schedules
Schedule of Assets Held for Investment Purposes -
December 31, 1996 14
Schedule of Reportable Transactions - Year Ended
December 31, 1996 15
Signature 16
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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, with fund information, of the American Commercial Vessel and Terminal
Employees' Savings Plan ("Plan") as of December 31, 1996 and 1995, and the
related statements of changes in net assets available for benefits, with fund
information, 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 benefits of the Plan at
December 31, 1996 and 1995, and the changes in its net assets available for
benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes as of December 31, 1996, and reportable transactions for
the year then ended, are presented for the purpose of additional analysis and
are not a required part of the basic 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. The Fund Information in the statements of net assets available for
benefits and the statements 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 are the
responsibility of the Plan's management. The supplemental schedules and Fund
Information have been subjected to the auditing procedures applied in our audits
of the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
/s/ ERNST & YOUNG LLP
---------------------
Ernst & Young LLP
Jacksonville, Florida
June 20, 1997
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<PAGE> 4
<TABLE>
AMERICAN COMMERCIAL VESSEL
AND TERMINAL EMPLOYEES' SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
(Thousands of Dollars)
<CAPTION>
DECEMBER 31, 1996
------------------------------------------------------------
FUND INFORMATION
------------------------------------------------------------
Non-
Participant
Participant Directed Directed
----------------------------------- -----------
Guaranteed CSX CSX
Interest Common Common
Fund Equity Fund Stock Fund Stock Fund Total
---------- ----------- ---------- ---------- -----
<S> <C> <C> <C> <C> <C>
ASSETS
Investments:
CSX Corporation common stock $ - $ -- $580 $2,053 $2,633
American Express Trust Income Fund 832 -- -- -- 832
Fidelity Equity Income Fund -- 382 -- -- 382
Contributions receivable:
Participants 22 9 24 -- 55
Employer -- -- -- 42 42
---- ---- ---- ------ ------
TOTAL ASSETS AND NET ASSETS
AVAILABLE FOR BENEFITS $854 $391 $604 $2,095 $3,944
==== ==== ==== ====== ======
</TABLE>
See Notes to Financial Statements.
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<PAGE> 5
<TABLE>
AMERICAN COMMERCIAL VESSEL
AND TERMINAL EMPLOYEES' SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
(Thousands of Dollars)
<CAPTION>
DECEMBER 31, 1995
------------------------------------------------------------
FUND INFORMATION
------------------------------------------------------------
Non-
Participant
Participant Directed Directed
----------------------------------- -----------
Guaranteed CSX CSX
Interest Common Common
Fund Equity Fund Stock Fund Stock Fund Total
---------- ----------- ---------- ---------- -----
<S> <C> <C> <C> <C> <C>
ASSETS
Investments:
CSX Corporation common stock $ -- $ -- $592 $2,078 $2,670
Commonwealth Insurance Group
Annuity Deposit Fund 826 -- -- -- 826
Fidelity Equity Income Fund -- 323 -- -- 323
Liberty National Bank Treasury Bill
Index Account 31 -- 4 12 47
Contributions receivable:
Participants 21 7 13 -- 41
Employer -- -- -- 31 31
Accrued Investment Income 4 -- -- -- 4
---- ---- ---- ------ ------
TOTAL ASSETS AND NET ASSETS
AVAILABLE FOR BENEFITS $882 $330 $609 $2,121 $3,942
==== ==== ==== ====== ======
</TABLE>
See Notes to Financial Statements.
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<TABLE>
AMERICAN COMMERCIAL VESSEL
AND TERMINAL EMPLOYEES' SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
(Thousands of Dollars)
<CAPTION>
YEAR ENDED DECEMBER 31, 1996
------------------------------------------------------------
FUND INFORMATION
------------------------------------------------------------
Non-
Participant
Participant Directed Directed
----------------------------------- -----------
Guaranteed CSX CSX
Interest Common Common
Fund Equity Fund Stock Fund Stock Fund Total
---------- ----------- ---------- ---------- -----
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Investment Income:
Dividends $ -- $ 24 $ 13 $ 48 $ 85
Interest 52 -- 1 2 55
Net Realized and Unrealized
Appreciation (Depreciation) in
Fair Value of Investments -- 43 (45) (172) (174)
Contributions:
Participants 259 101 233 -- 593
Employer -- -- -- 422 422
---- ---- ---- ------ ------
311 168 202 300 981
DEDUCTIONS:
Distributions to Participants 313 102 237 326 978
Fees and Expenses 1 -- -- -- 1
---- ---- ---- ------ ------
314 102 237 326 979
INTERFUND TRANSFERS (25) (5) 30 -- --
---- ---- ---- ------ ------
NET INCREASE (DECREASE) IN NET ASSETS (28) 61 (5) (26) 2
Net Assets Available for Benefits
at Beginning of Year 882 330 609 2,121 3,942
---- ---- ---- ------ ------
NET ASSETS AVAILABLE FOR BENEFITS AT
END OF YEAR $854 $391 $604 $2,095 $3,944
==== ==== ==== ====== ======
</TABLE>
See Notes to Financial Statements.
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<TABLE>
AMERICAN COMMERCIAL VESSEL
AND TERMINAL EMPLOYEES' SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
(Thousands of Dollars)
<CAPTION>
YEAR ENDED DECEMBER 31, 1995
------------------------------------------------------------
FUND INFORMATION
------------------------------------------------------------
Non-
Participant
Participant Directed Directed
----------------------------------- -----------
Guaranteed CSX CSX
Interest Common Common
Fund Equity Fund Stock Fund Stock Fund Total
---------- ----------- ---------- ---------- -----
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Investment Income:
Dividends $ -- $ 20 $ 11 $ 43 $ 74
Interest 53 -- 1 1 55
Net Realized and Unrealized
Appreciation in Fair Value
of Investments -- 66 141 497 704
Contributions:
Participants 264 91 179 -- 534
Employer -- -- -- 392 392
---- ---- ---- ------ ------
317 177 332 933 1,759
DEDUCTIONS:
Distributions to Participants 301 115 194 457 1,067
INTERFUND TRANSFERS 8 (10) 2 -- --
---- ---- ---- ------ ------
NET INCREASE IN NET ASSETS 24 52 140 476 692
Net Assets Available for Benefits
at Beginning of Year 858 278 469 1,645 3,250
---- ---- ---- ------ ------
NET ASSETS AVAILABLE FOR BENEFITS AT
END OF YEAR $882 $330 $609 $2,121 $3,942
==== ==== ==== ====== ======
</TABLE>
See Notes to Financial Statements.
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AMERICAN COMMERCIAL VESSEL
AND TERMINAL EMPLOYEES' SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1996
(Thousands of Dollars)
NOTE 1. SIGNIFICANT ACCOUNTING POLICIES
The accounting records of the American Commercial Vessel and Terminal Employees'
Savings Plan, (the "Plan"), are maintained on the accrual basis. All securities
transactions of the plan are traded in an active market and are recorded as of
the trade date.
Investments in insurance company contracts are reported at contract value.
Contract value represents contributions made under the contract, plus interest
at the contract rate, less funds used to pay participant distributions. Contract
value approximates fair value. At December 31, 1996, interest rates on
guaranteed investment contracts of the Guaranteed Interest Fund ranged from 5%
to 8.27%. At December 31, 1995, the interest rate on the guaranteed investment
contract of the Guaranteed Investment Fund was 4%. The average yield on the
Plan's investments in the Guaranteed Interest Fund for the years ended December
31, 1996 and 1995 was 6.1% and 6.4%, respectively. Investments in CSX
Corporation common stock and mutual funds are presented at fair value. Fair
value is based upon the last reported sales price on the last business day of
the Plan year.
On October 1, 1995, the Plan adopted the provisions of Statement of Position
94-4 (SOP 94-4), "Reporting of Investment Contracts Held by Health and Welfare
Benefit Plans and Defined-Contribution Pension Plans." SOP 94-4 requires defined
contribution plans to report fully-benefit responsive investment contracts at
contract value and non-benefit responsive contracts at fair value. Benefit
responsiveness is defined as the extent to which a contract's terms and the Plan
permit or require participant-initiated withdrawals at contract value. The
Plan's contracts, included in the Guaranteed Interest Fund, are fully-benefit
responsive. Accordingly, net assets available for benefits was not affected by
the adoption of SOP-94-4.
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.
Certain amounts in the financial statements for the fiscal year ended December
31, 1995 have been reclassified to be consistent with the presentation of the
related current year amounts.
NOTE 2. DESCRIPTION OF THE PLAN
The participating employers of the Plan include American Commercial Barge Line
Company, American Commercial Marine Service Company, Hines American Line, Inc.
and American Valley Line Terminals, Inc., subsidiaries of American Commercial
Lines, Inc. ("ACL"), which is a wholly-owned subsidiary of CSX Corporation
("CSX").
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<PAGE> 9
AMERICAN COMMERCIAL VESSEL
AND TERMINAL EMPLOYEES' SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS--Continued
(Thousands of Dollars)
NOTE 2. DESCRIPTION OF THE PLAN, Continued
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 Benefits Department. The following summary should be read
in conjunction with the aforementioned documents.
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 of 1986, as amended ("IRC"). Plan
participation is limited to certain hourly-paid employees of ACL and affiliated
companies (the "Company" or the "Employer").
Investment Alternatives: Participant contributions may be invested in one or
more of the following investment funds: (1) the Guaranteed Interest Fund,
consisting primarily of guaranteed investment contracts held in the American
Express Trust Income Fund; (2) the Equity Fund, which consists primarily of
investments in the Fidelity Equity Income Fund; and (3) the CSX Common Stock
Fund, consisting primarily of investments in CSX common stock. Amounts allocated
to any of these funds 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.
Employer contributions are made in the form of cash deposits to the CSX Common
Stock Fund.
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 three 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.
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:
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AMERICAN COMMERCIAL VESSEL
AND TERMINAL EMPLOYEES' SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS--Continued
(Thousands of Dollars)
NOTE 2. DESCRIPTION OF THE PLAN, Continued
Years of Service Vested Percentage
---------------- -----------------
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%
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, 1996 or 1995. Forfeitures in the amounts of $20 and
$8 were used to offset Employer's contributions for the years ended December 31,
1996 and 1995, respectively.
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. 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.
NOTE 3. INVESTMENTS
The Plan's investments are held by a bank administered trust fund. These
investments are more fully described below:
Guaranteed Interest Fund: At December 31, 1996, substantially all of the assets
held in this fund are invested in the American Express Trust Income Fund, a
collective fund which invests primarily in guaranteed investment contracts. At
December 31, 1995, substantially all of the assets held in this fund were
invested in a group annuity deposit fund administered by Commonwealth Life
Insurance Company.
Equity Fund: Substantially all of the assets held in the Equity Fund are
invested in the Fidelity Equity Income Fund, a mutual fund managed by Fidelity
Management and Research Company.
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AMERICAN COMMERCIAL VESSEL
AND TERMINAL EMPLOYEES' SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS--Continued
(Thousands of Dollars)
NOTE 3. INVESTMENTS, Continued
CSX Stock Fund: Substantially all of the assets held in this fund are invested
in CSX common stock.
NOTE 4. STOCK SPLIT
On October 11, 1995, CSX's board of directors declared a 2-for-1 common stock
split distributed on December 21, 1995, to shareholders of record at the close
of business on December 4, 1995.
NOTE 5. INCOME TAX STATUS
The Internal Revenue Service ruled November 16, 1994, that the Plan qualifies
under Section 401(a) of the Internal Revenue Code (IRC) and, therefore, is not
subject to tax under present income tax law. Once qualified, the Plan is
required to operate in conformity with the IRC to maintain its qualification.
Therefore, no provision for income taxes has been included in the Plan's
financial statements.
NOTE 6. RELATED PARTY TRANSACTIONS
Fees 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 $4 and $23,
respectively, to the Trustee and to the Plan Administrator during 1996, and $4
and $21, respectively, to the Trustee and to the Plan Administrator during 1995,
for administrative expenses of the Plan.
During the years ended December 31, 1996 and 1995, the Plan received $61 and
$54, respectively, representing cash dividends from CSX common stock.
The trustee, Bank One, Kentucky, routinely invested Plan assets in the Churchill
Cash Reserve Trust, held by Bank One. For the year ended December 31, 1996,
transactions involving this account included 178 purchases with a total cost of
$2,178 and 45 sales with a fair value and cost of $2,224. During the year ended
December 31, 1995, transactions involving this account included 88 purchases
with a total cost of $960 and 43 sales with a fair value and cost of $985. At
December 31, 1996, there were no remaining assets in the Liberty National Bank
Treasury Bill Index Account.
NOTE 7. COMPARISON TO FORM 5500
Form 5500 requires the recording of a liability for amounts allocated to the
accounts of participants who have withdrawn from the Plan. This requirement
conflicts with generally accepted accounting principles and the presentation
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AMERICAN COMMERCIAL VESSEL
AND TERMINAL EMPLOYEES' SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS--Continued
(Thousands of Dollars)
NOTE 7. COMPARISON TO FORM 5500, Continued
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:
December 31,
1996 1995
------------------
Net assets available
for benefits per
the financial statements $3,944 $3,942
Amounts allocated to
withdrawn participants (171) (194)
------ ------
Net assets available
for benefits, per
the Form 5500 $3,773 $3,748
====== ======
The following is a reconciliation of distributions to participants per the
financial statements to the Form 5500:
Year Ended
December 31, 1996
-----------------
Distributions to Participants
per the financial statements $978
Add: Amounts allocated to
withdrawn participants at
December 31, 1996 171
Less: Amounts allocated to
withdrawn participants at
December 31, 1995 (194)
----
Distributions to Participants
per the Form 5500 $955
====
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SUPPLEMENTAL SCHEDULES
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AMERICAN COMMERCIAL VESSEL
AND TERMINAL EMPLOYEES' SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1996
(Thousands of Dollars)
SCHEDULE 27a
Description
of Current
Issuer Investment Cost Value
- ------------------------------- ------------------ ------ -------
* CSX Corporation Common Stock 62,303 Shares $2,028 $2,633
American Express Trust
Income Fund 21,214 Shares 800 832
Fidelity Equity Income Fund 8,912 Shares 296 382
------ ------
$3,124 $3,847
====== ======
* Parties-In-Interest
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AMERICAN COMMERCIAL VESSEL
AND TERMINAL EMPLOYEES' SAVINGS PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1996
(Thousands of Dollars)
SCHEDULE 27d
Purchases Sales
------------- ----------------------------------
Value
of Assets
Sold on Cost Net
Transaction of Gain
Description of Asset Number Cost Number Date Asset (Loss)
- ------------------- ------ ---- ------ ----------- ----- ------
Category (i) - single transactions in excess of 5% of plan assets
American Express Trust
Income Fund 1 $865 -- $ -- $ -- $ --
Churchill Cash Reserve
Trust 1 846 1 865 865 --
Commonwealth Insurance
Group Annuity Deposit
Fund -- -- 1 841 841 --
Category (iii) - series of transactions in excess of 5% of plan assets
- ----------------------------------------------------------------------
Churchill Cash Reserve
Trust 178 $2,178 45 $2,224 $2,224 --
CSX Corporation
Common Stock 11 343 -- -- -- --
Commonwealth Insurance
Group Annuity Deposit
Fund -- -- 1 841 841 --
American Express Trust
Income Fund 6 941 -- -- -- --
There were no category (ii) or (iv) reportable transactions during the year
ended December 31, 1996.
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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/ JAMES L. ROSS
------------------
James L. Ross
(Attorney-in-Fact)
Date: June 25, 1997
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<PAGE> 1
EX-23
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statements
(Form S-8 Nos. 33-25537 and 33-49767) pertaining to the American Commercial
Vessel and Terminal Employees' Savings Plan of our report dated June 20, 1997,
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, 1996.
/s/ ERNST & YOUNG LLP
---------------------
Ernst & Young LLP
Jacksonville, Florida
June 20, 1997
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