As filed with the Securities and Exchange Commission on December 5, 1997
Registration No. 33 - 2084
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
POST EFFECTIVE AMENDMENT NO. 2
to
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
-------------------
CSX CORPORATION
(Exact name of registrant as specified in its charter)
COMMONWEALTH OF VIRGINIA 52-0980785
(State or other jurisdiction of (I.R.S. Employer Identification Number)
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)
Stephen R. Larson, Esq.
Assistant General Counsel
CSX Corporation
One James Center, 901 East Cary Street
Richmond, Virginia 23219
(804) 782-1490
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
With copies to:
Frank S. Jones, Jr., Esq.
D. Scott Freed, Esq.
Whiteford, Taylor & Preston L.L.P.
Seven Saint Paul Street
Baltimore, Maryland 21202
Approximate date of commencement of proposed sale to public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
<PAGE>
CSXDirectInvest
A Plan designed to provide investors with
an easy and convenient way to establish
and grow a meaningful equity ownership in
CSX Corporation
<PAGE>
Prospectus for CSXDirectInvest
Direct Stock Investment Plan for CSX Corporation Common Stock
This Prospectus describes CSX Direct Invest (SM)(the "Plan").
As a Plan participant you can:
(bullet) Become a first time CSX shareholder by purchasing shares directly
through the Plan.
(bullet) Purchase shares of CSX common stock without paying a brokerage
commission or a service charge.
(bullet) Increase your CSX share ownership systematically by reinvesting
dividends.
(bullet) Purchase additional CSX shares with either automatic debits from
your bank account or with additional cash contributions.
(bullet) Transfer or gift your CSX shares easily and at no cost.
(bullet) Sell some or all of your CSX shares easily and at low cost.
(bullet) Enjoy "certificateless" ownership of your CSX shares and easy
tracking of your investment.
(bullet) Enjoy discounts, available only to CSX shareholders, for stays at
The Greenbrier(R) resort.
Keep this Prospectus for future reference.
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THE
COMMON STOCK DISCUSSED IN THIS PROSPECTUS, OR PASSED UPON THE ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The words "CSX Direct Invest (SM)" and the CSXDirectInvest logo are service
marks of CSX Corporation. The words "The Greenbrier(R)" are a
federally-registered service mark of an affiliate of CSX Corporation.
Prospectus dated __________, 1998.
1
<PAGE>
CSXDirectInvest
Information
CSX Corporation (the "Company") has appointed the existing Transfer Agent for
CSX common stock, Harris Trust Company of New York ("Harris Trust"), as the Plan
Agent to administer CSX Direct Invest and act as Agent for all Plan
participants. As Plan Agent, Harris Trust will purchase and hold shares of stock
for the Plan participants, keep records, send statements, and perform other
duties required by the Plan. For information about the Plan, please contact
Harris Trust as follows:
(bullet) To send Enrollment Forms, correspondence and optional cash
investments to Harris Trust by mail:
Harris Trust
CSX Direct Invest
P.O. Box A3309
Chicago, Illinois 60690-9939
(bullet) To receive information from Harris Trust by phone, FAX or e-mail:
Harris Trust
Phone: 1-800-521-5571
FAX: 1-312-461-5543
e-mail: www.harris.com
Additionally, you can download the Plan Prospectus and obtain other selected
Plan forms from CSX's Internet site at www.csx.com.
Enrollment
(bullet) If you are a participant in the existing CSX Shareholders Dividend
Reinvestment Plan, your shares now held in the Shareholders
Dividend Reinvestment Plan are already enrolled in the Plan, and
you need not take any action unless you want to make a change.
(bullet) If you own CSX Common Stock not enrolled in the existing
Shareholders Dividend Reinvestment Plan and the shares are
registered in your name, you may join the Plan by completing the
enclosed Enrollment Form and returning it by mail to Harris Trust.
(bullet) If you own shares of CSX Common Stock, but they are held in the
name of a bank nominee or a broker in "street name," you may ask
your bank or a broker to register some or all of your CSX shares
directly in your name, or you may have them send your shares
directly to Harris Trust (contact Harris Trust for delivery
2
<PAGE>
CSXDirectInvest
instructions). In either case, you may then enroll in the Plan as
explained above. Alternatively, you may leave your existing shares
in street name and separately enroll as a non-CSX Shareholder as
explained in the paragraph below.
(bullet) If you do not own any shares of CSX Common Stock, or if you own
only shares registered in street name which you do not want to
enroll in the Plan, you may enroll in the Plan by completing the
enclosed Enrollment Form and returning it by mail to Harris Trust.
Enclose a check or money order, in U.S. dollars, for your initial
investment of at least $500, plus an initial enrollment fee of $10.
Your Investment Options
Once enrolled in CSX Direct Invest, you have the following investment choices:
(bullet) Full or partial automatic reinvestment of dividends. At your
election, cash dividends on some or all of your shares enrolled in
the Plan are automatically reinvested in additional CSX shares.
Dividends declared on any shares not enrolled for automatic
reinvestment will be paid to you by Company check.
(bullet) Optional cash investments by mail. You can purchase additional CSX
shares at any time by using the Plan's optional cash investment
feature. You must invest at least $50 at any one time and your
optional cash investments during any one calendar month cannot
exceed $10,000. Your additional investments may be made by mailing
a check or money order in U.S. dollars to Harris Trust using the
tear-off form on your Plan Statement.
(bullet) Automatic monthly investment. You can also purchase additional CSX
shares by authorizing an automatic monthly withdrawal of at least
$50 but not more than $10,000 from your bank account. Automatic
monthly investments will generally occur on the second Monday of
every month if a business day, or if not, on the next business day.
In order to allow for orderly purchases, the funds will be deducted
from your bank account on the first Monday of every month if a
business day, or if not, on the next business day. Automatic
monthly withdrawals will begin in the month after your initial cash
investment has been processed. Your first purchase under the Plan
must be made by check or money order.
3
<PAGE>
CSXDirectInvest
Purchasing Your Shares
(bullet) Source of Shares. Harris Trust may purchase shares either in the
open market or directly from CSX. Shares purchased from CSX may be
from authorized but unissued shares.
(bullet) Reinvested Dividends. Harris Trust will purchase shares for
dividend reinvestment on a quarterly basis. Purchases may be made
over a number of days at the discretion of Harris Trust. Your price
will be the weighted average price of CSX shares purchased to
satisfy Plan requirements.
(bullet) Initial and Additional Plan Investments. Harris Trust will make
purchases for initial and optional cash investments on a weekly
basis. Generally, funds received by Thursday will be invested on
the first business day of the following week.
For Plan shares purchased on the open market, your purchase price
will be the weighted average price, without commission, paid by
Harris Trust during the week the shares are purchased. If you sign
up to make automatic monthly investments (by authorizing Harris
Trust to deduct at least $50 but not more than $10,000 from your
bank account monthly), your money will be transferred on the first
Monday of every month if a business day, or if not, on the next
business day and such funds generally will be invested no later
than the first business day of the following week.
For Plan shares purchased from CSX, your price will be the average
of the daily high and low sales prices of CSX shares as reported by
the New York Stock Exchange on the purchase date.
After each transaction, Harris Trust will send you a statement
which will include the purchase price of your shares.
(bullet) Timing and Control of Purchases. Harris Trust will arrange for the
purchase of all CSX shares for the Plan. Neither CSX nor any Plan
participant will control either the timing or pricing of shares
purchased. Accordingly, you will bear any risk associated with
fluctuations in the market price of CSX common stock while your
funds are held pending investment. In addition, you will not earn
interest on initial or optional cash investments held by the Plan.
(bullet) All Cash Investments are Subject to Collection by Harris Trust. If
your check or automatic monthly withdrawal is rejected because of
insufficient funds, Harris Trust will cancel your purchase request
and
4
<PAGE>
CSXDirectInvest
will immediately remove any CSX shares purchased on the credit of
the uncollected funds. Harris Trust may sell such shares to satisfy
any uncollected amounts plus a $25 fee and, if the proceeds of such
sale are insufficient, Harris Trust may sell additional shares from
your Plan account until the uncollected balance is satisfied in
full.
Gifts
You can make gifts of CSX shares held by you in the Plan to another person by
calling Harris Trust and requesting transfer instructions. Gifts must be a
minimum of five shares and must be made in whole shares. Once your completed
transfer instructions are received, your request will be processed promptly by
Harris Trust.
You can also make a gift by establishing an account and making an initial
investment in the recipient's name. If the recipient is already a Plan
participant, you can make a gift by making an optional cash investment in the
recipient's name. Whether you are establishing an account or making an optional
cash investment, you are subject to minimum requirements and enrollment fees as
established by the Plan.
If you choose, we will send you a personalized gift memento for presentation by
you to the recipient or, if you prefer, we will send the gift memento directly
to the recipient packaged attractively in a gift box. For a gift memento there
is a nominal fee.
"Certificateless" Holding of Your CSX Shares
CSX Direct Invest offers you the convenience of depositing all of your CSX stock
certificates with Harris Trust. By doing so, shares which you deposit and all
shares purchased under the Plan will be held in book entry form and no
certificate will be issued. As a Plan participant, you will receive quarterly
statements from Harris Trust advising you as to the number of shares in your
account. You can sell, transfer or make gifts of stock simply by giving Harris
Trust written instructions. At any time, if you want certificates for some or
all of your shares, you must send a written request to Harris Trust and they
will send you your certificates.
To deposit certificates for CSX shares you already own into your Plan account,
send them by insured mail with appropriate instructions to:
Harris Trust
CSX Direct Invest
P.O. Box A3309
Chicago, Illinois 60690-9939
5
<PAGE>
CSXDirectInvest
Obtaining Stock Certificates for Your Plan Shares
To obtain a stock certificate for any or all of your CSX Direct Invest shares,
complete the tear-off form on your Plan Statement and mail or fax both sides of
the form to Harris Trust at 1-312-461-5543.
Your Plan Statements and Confirmations
Harris Trust will mail you a quarterly statement showing all transactions for
your account during the quarter, including year-to-date and other account
information.
Each time you purchase, deposit, transfer, gift or withdraw shares, Harris Trust
will send you a transaction statement.
Your Rights as a CSX Shareholder
Plan participants possess all of the rights and privileges that any CSX
shareholder enjoys, including benefits such as shareholder discounts for stays
at The Greenbrier(R) resort.
As a CSX shareholder, you will also receive copies of all communications sent
generally to CSX shareholders, including annual reports and proxy statements.
The proxy statement and proxy form for meetings of CSX shareholders will cover
all the CSX shares you own, including any shares you own directly outside of the
Plan or in street name. The proxy allows you to indicate how you want your
shares to be voted.
Changing Your Investment Options
You can make changes to your investment options or stop automatic monthly
investments by mailing the tear-off form on your Plan Statement to Harris Trust.
Harris Trust must receive your written request at least five business days
before the date you want the change to be effective.
Forms can be obtained by calling Harris Trust at 1-800-521-5571.
Refunds
You may obtain a refund of your initial investment or any optional cash
investment if your written request for refund is received by Harris Trust at
least two business days prior to the investment date. Harris Trust will mail you
a refund check within approximately two weeks of your request.
6
<PAGE>
CSXDirectInvest
Selling Your Shares
You can sell some or all of your shares held in the Plan by mailing the tear-off
form on your Plan Statement to Harris Trust.
Harris Trust will generally sell shares on a weekly basis, usually on
the first business day of the week. Consequently, sale instructions received on
any given business day will generally be executed within five business days.
Your sales price will be the weighted average price received by Harris Trust for
all sales made on the day on which your shares are sold. The cash proceeds that
you will receive for the shares sold will be equal to this weighted average
daily sales price, less both a sales transaction fee and a commission. Please
note that Harris Trust cannot accept instructions to sell on a specific day or
at a specific price.
Harris Trust will mail you a check for the net proceeds from the sale of your
shares within three business days after the settlement date.
If you prefer, you can withdraw your CSX shares from the Plan and sell them
through your broker.
If the shares in your Plan account fall below one full share, Harris Trust will
automatically liquidate the fractional share, close your Plan account and send
the net proceeds to you.
Fees
All Plan fees and charges are subject to change by CSX and Harris Trust.
Participants will be notified promptly of any changes. The current Plan fees and
charges are as follows:
7
<PAGE>
CSXDirectInvest
Description Amount
Initial enrollment fee, if applicable* ..................................$10.00
Service charge for additional cash investments .......................No Charge
Brokerage commissions on the purchase of Plan shares .................No Charge
Service charge for sale of Plan shares .........................$10.00 per sale
Brokerage commissions on sale of Plan shares ...................$0.15 per share
Reinvestment of dividends ............................................No Charge
Gifts of shares ......................................................No Charge
Personalized gift memento and gift wrapping .........................$5.00 each
Transfer of Shares ...................................................No Charge
Certificate deposit ("Certificateless Holdings") .....................No Charge
Previous years' Plan statements ................................$10.00 per year
Charge for dishonored checks/automatic monthly withdrawals ..............$25.00
*Charged only to either new Plan participants who do not own any CSX shares or
existing CSX shareholders who join the Plan, but own no shares registered in
their name.
Tax Consequences
All dividends reinvested automatically under the Plan, as well as
brokerage commissions on shares purchased on the open market, are considered
taxable income to you in the year they are paid. The total amount will be
reported to you on a Form 1099 and to the Internal Revenue Service shortly after
the close of each year. Harris Trust will not withhold income taxes for U.S.
citizens or entities.
If you are a non-resident alien or a non-U.S. entity, you generally are
subject to a withholding tax on dividends, and Harris Trust is required to
withhold an appropriate amount based on U.S. Treasury regulations or a treaty
provision.
All CSX shares that are sold through Harris Trust will also be reported to the
IRS as required by law. Any profit or loss you incur should be reflected when
you file your income tax returns. A transfer of shares to the Plan or withdrawal
of shares which are not actually sold will not generate a gain or loss for
federal income tax purposes.
Be sure to keep your Plan Statements for income tax purposes. If you have any
questions about the tax treatment of any transaction or your participation in
the Plan, please consult your tax advisor.
8
<PAGE>
CSXDirectInvest
Changes to the Plan
CSX may terminate or change the Plan, including its fees and charges,
at any time. We will send you written notice of any significant changes. CSX and
Harris Trust also have the right to adopt other rules and regulations from time
to time in order to enhance the operation of the Plan.
Stock Splits, Stock Dividends and Other Distributions
In the event CSX common stock is distributed in connection with any stock
dividend, stock split or similar transaction, each Plan account will be adjusted
to reflect the receipt of the distributed shares in book entry form. Your Plan
Statement will reflect any such adjustments.
Responsibilities of CSX and Harris Trust
Neither CSX nor Harris Trust shall be liable for any act, or for any failure to
act, as long as they have made good faith efforts to carry out the terms of the
Plan, as described in this Prospectus.
Foreign Investors
If you are a non-U.S. investor, you are responsible for ensuring that your
participation in the Plan does not violate any laws of your home country, and
neither CSX nor Harris Trust will be responsible for compliance with non-U.S.
laws. CSX reserves the right to limit or deny enrollment in the Plan by any
non-U.S. investor.
Use of Proceeds
The proceeds from the sale by CSX of newly issued shares will be used for
general corporate purposes.
Independent Auditors and Counsel
The consolidated financial statements of CSX included in its Annual Report on
Form 10-K for the year ended December 27, 1996, incorporated by reference in
this Prospectus, have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report thereon included therein and incorporated herein by
reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.
Whiteford, Taylor & Preston L.L.P., counsel, has passed upon the legality of the
securities being offered pursuant to the Plan.
9
<PAGE>
CSXDirectInvest
Available Information
CSX files annual, quarterly and periodic reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy
any reports, proxy statements or other information filed by CSX at the SEC's
public reference room in Washington, D.C. Please call the SEC at 1-800-SEC-0330
for further information on the public reference rooms. You may also access CSX's
SEC filings at the SEC's Internet site (www.sec.gov) or at CSX's Internet site
(www.csx.com).
This Prospectus is part of a Registration Statement on Form S-3 filed
by CSX with the SEC to register the common stock offered under the Plan. As
allowed by SEC rules, this Prospectus does not contain all information required
to be included in the Registration Statement or the exhibits to the Registration
Statement. The SEC allows us to incorporate information contained in other
documents into this Prospectus, which means we can disclose important
information to you by referring you to another document filed separately with
the SEC. The information incorporated by reference is considered to be part of
this Prospectus and later reports filed with the SEC will update and supersede
this information. CSX has incorporated by reference the documents listed below
and any future filings made with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 until this offering is completed.
1. Annual Report on Form 10-K for the year ended December 27, 1996.
2. Quarterly Reports on Form 10-Q for the quarters ended March 28, 1997, June
27, 1997 and September 26, 1997.
3. Current Reports on Form 8-K filed on June 4, 1997, July 8, 1997, August 8,
1997, September 9, 1997 ,
You may request a copy of any documents we incorporate by reference at no cost
by writing or telephoning CSX at the following address:
CSX Shareholder Relations
P.O. Box 85629
Richmond, VA 23285-5629
(804) 782-1465
You should rely only on the information contained or incorporated by reference
in this Prospectus. CSX has not authorized anyone to provide you with different
or additional information. You should not assume that the information in the
Prospectus is accurate as of any date other than the date of this Prospectus
(__________, 1998).
10
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.*
SEC Registration Fee.................................. $ 25,256.25
Accountants' Fees and Expenses........................ 10,000.00
Attorneys' Fees and Expenses.......................... 50,000.00
Printing and Mailing Expenses......................... 206,180.00
Miscellaneous Expenses................................ 5,000.00
-----------
Total........................................ $296,436.25
===========
- ----------
* All fees and expenses other than the SEC Registration Fee are estimated.
Item 15. Indemnification of Directors and Officers.
Article 10 of the Virginia Stock Corporation Act allows, in general,
for indemnification, in certain circumstances, 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 9 of the Virginia Stock Corporation Act
provides limitations on damages payable by officers and directors, except in
cases of willful misconduct or knowing violation of criminal law or any federal
or state securities law.
Article VII of the Company's Amended and Restated Articles of
Incorporation provides for mandatory indemnification of any director or officer
of the Company who is, was or is threatened to be made a party to any proceeding
(including any proceeding by or on behalf of the Company) by reason of the fact
that he or she is or was a director or officer of the Company against all
liabilities and reasonable expenses incurred in the proceeding, except such
liabilities and expenses as are incurred because of such director's or officer's
willful misconduct or knowing violation of the criminal law.
The Company's Amended and Restated Articles of Incorporation also
provide that in every instance permitted under Virginia corporate 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 maintains a standard policy of officers' and directors'
liability insurance.
II-1
<PAGE>
Item 16. Exhibits.
Exhibit
Number Description
------ -----------
5.1 Opinion and consent of Whiteford, Taylor &
Preston L.L.P. as to the legality of the
securities
23.1 Consent of Ernst & Young LLP
23.2 Consent of Whiteford, Taylor & Preston L.L.P.
(included in Exhibit 5.1)
24.1 Power of Attorney (included on the signature page
to this Registration Statement)
Item 17. Undertakings.
1. The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933, as amended
(the "Securities Act");
(ii) To reflect in the prospectus any facts
or events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
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) (i) and (a) (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 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") that are incorporated by reference in the Registration
Statement.
(b) That, for the purpose of determining any liability under
the Securities Act, 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.
(c) 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.
II-2
<PAGE>
2. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act 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.
3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described under Item 15 above, 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 Securities 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
Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Richmond and Commonwealth of Virginia, on December
3, 1997.
CSX CORPORATION
By: /s/ Alan A. Rudnick
____________________________________
Alan A. Rudnick
Vice President - General Counsel and
Corporate Secretary
II-3
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Alan A. Rudnick, Peter J. Shudtz and
Gregory R. Weber and each of them, his true and lawful attorneys-in-fact and
agents with full power of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agents, or his or their
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ John W. Snow Chairman of the Board and December 3, 1997
__________________________________________ Director, President and
JOHN W. SNOW Chief Executive Officer
(Principal Executive Officer)
/s/ Paul R. Goodwin
__________________________________________ Executive Vice President-Finance December 3, 1997
PAUL R. GOODWIN and Chief Financial Officer
(Principal Financial Officer)
/s/ James L. Ross
__________________________________________ Vice President and Controller December 3, 1997
JAMES L. ROSS (Principal Accounting Officer)
/s/ John R. Hall
__________________________________________ Director December 3, 1997
JOHN R. HALL
/s/ Elizabeth E. Bailey
__________________________________________ Director December 3, 1997
ELIZABETH E. BAILEY
/s/ Bruce C. Gottwald
__________________________________________ Director December 3, 1997
BRUCE C. GOTTWALD
/s/ Frank S. Royal, M.D.
__________________________________________ Director December 3, 1997
FRANK S. ROYAL, M.D.
/s/ Robert D. Kunisch
__________________________________________ Director December 3, 1997
ROBERT D. KUNISCH
</TABLE>
(SIGNATURES CONTINUED ON NEXT PAGE)
II-4
<PAGE>
<TABLE>
<S> <C>
/s/ Hugh L. McColl, Jr.
__________________________________________ Director December 3, 1997
HUGH L. MCCOLL, JR.
/s/ James W. McGlothlin
__________________________________________ Director December 3, 1997
JAMES W. MCGLOTHLIN
/s/ Southwood J. Morcott
__________________________________________ Director December 3, 1997
SOUTHWOOD J. MORCOTT
/s/ Charles E. Rice
__________________________________________ Director December 3, 1997
CHARLES E. RICE
/s/ Robert L. Burrus, Jr.
__________________________________________ Director December 3, 1997
ROBERT L. BURRUS, JR.
/s/ William C. Richardson
__________________________________________ Director December 3, 1997
WILLIAM C. RICHARDSON
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
5.1 Opinion and consent of Whiteford, Taylor &
Preston L.L.P. as to the legality of the
securities
23.1 Consent of Ernst & Young LLP
23.2 Consent of Whiteford, Taylor & Preston L.L.P.
(included in Exhibit 5.1)
24.1 Power of Attorney (included on the signature page
to this Registration Statement)
Exhibit 5.1
Opinion of Whiteford, Taylor & Preston L.L.P.
<PAGE>
WHITEFORD, TAYLOR & PRESTON
L.L.P.
SEVEN SAINT PAUL STREET
BALTIMORE, MARYLAND 21202-1626
410 347-8700
FAX 410 347-9478
www.wtplaw.com
210 WEST PENNSYLVANIA AVENUE 1025 CONNECTICUT AVENUE, NW
TOWSON, MARYLAND 21204-4515 WASHINGTON, D.C. 20036-5405
TELEPHONE 410 832-2000 TELEPHONE 202 659-6800
FAX 410 832-2015 FAX 202 331-0573
----- -----
30 COLUMBIA CORPORATE CENTER 1317 KING STREET
10440 LITTLE PATUXENT PARKWAY ALEXANDRIA, VIRGINIA 22314-2928
COLUMBIA, MARYLAND 21044 TELEPHONE 703 836-5742
TELEPHONE 410 884-0700 FAX 703 836-0265
FAX 410 884-0719
-----
December 5, 1997
Board of Directors
CSX Corporation
One James Center
901 E. Carey Street
Richmond, VA 23219
Re: Post Effective Amendment No. 2 to
Registration Statement on Form S-3
Gentlemen:
We have acted as counsel to CSX Corporation, a Virginia corporation
(the "Corporation"), in connection with a Registration Statement on Form S-3
(the "Registration Statement") filed by the Corporation under the Securities Act
of 1933, as amended (the "Act"), with respect to 4,679,811 shares of the common
stock of the Corporation, par value $.01 per share (the "Stock") which may be
issued and sold under the Corporation's Direct Stock Investment Plan (the
"Plan"). In that capacity, we have reviewed the Articles of Incorporation and
Bylaws of the Corporation, as amended, the Registration Statement, the corporate
action taken by the Corporation adopting the Plan and providing for the
registration of the distribution of the Stock, and such other materials and
matters as we have deemed necessary for the issuance of this opinion.
Based upon the foregoing, we are of the opinion that the Stock has been
duly authorized and, upon issuance under the terms set forth in the Registration
Statement and the Plan and the receipt of the consideration therefor, will be
validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required by Section 7 of the
Act.
Very truly yours,
Whiteford, Taylor & Preston L.L.P.
Exhibit 23.1
CONSENT OF ERNST & YOUNG LLP, Independent Auditors
We consent to the reference to our firm under the caption "Independent
Auditors and Counsel" in Post-Effective Amendment No. 2 to the Registration
Statement (Form S-3 No. 33-2084) and related Prospectus of CSX Corporation and
to the incorporation by reference therein of our report dated January 31, 1997
(except for Note 2, as to which the date is March 7, 1997), with respect to the
consolidated financial statements of CSX Corporation included in its Annual
Report on Form 10-K for the year ended December 27, 1996, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Richmond, Virginia
December 3, 1997
