Filed pursuant to Rule 424(b)(3)
Prospectus for
Direct Stock Investment Plan for CSX Corporation Common Stock
This Prospectus describes CSX Direct Invest SM (the "Plan").
As a Plan participant you can:
o Become a first-time CSX shareholder by purchasing shares directly through
the Plan.
o Purchase shares of CSX common stock without paying a brokerage commission
or a service charge.
o Increase your CSX share ownership systematically by reinvesting dividends.
o Purchase additional CSX shares with either automatic debits from your bank
account or with additional cash contributions.
o Transfer or gift your CSX shares easily and at no cost.
o Sell some or all of your CSX shares easily and at low cost.
o Enjoy "certificateless" ownership of your CSX shares and easy tracking of
your investment.
o 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 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 January 15, 1998.
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:
o 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 60690-3309
o To receive information from Harris Trust by phone, FAX or e-mail:
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Harris Trust
Phone: 1-800-521-5571
FAX: 1-312-461-5543
e-mail: www.harrisbank.com
Additionally, you can download the Plan Prospectus and obtain other selected
Plan forms from CSX's Internet site at www.csx.com.
Enrollment
o 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.
o 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.
o 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 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.
o 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:
o 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.
o 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.
o 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.
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Purchasing Your Shares
o 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.
o 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.
o 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.
o 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.
o 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 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.
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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 60690-3309
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.
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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.
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:
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
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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.
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.
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Whiteford, Taylor & Preston L.L.P., counsel, has passed upon the legality of the
securities being offered pursuant to the Plan.
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
(January 15, 1998).
