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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, 1997
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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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.
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Audited Financial Statements
Report of Independent Auditors 3
Statement of Net Assets Available for Benefits,
With Fund Information - December 31, 1997 4
Statement of Net Assets Available for Benefits,
With Fund Information - December 31, 1996 5
Statement of Changes in Net Assets Available for
Benefits, With Fund Information - Year Ended
December 31, 1997 6
Statement of Changes in Net Assets Available for
Benefits, With Fund Information - Year Ended
December 31, 1996 7
Notes to Financial Statements 8-12
Supplemental Schedules
Schedule of Assets Held for Investment Purposes -
December 31, 1997 14
Schedule of Reportable Transactions - Year Ended
December 31, 1997 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, 1997 and 1996, 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, 1997 and 1996, 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 at December 31, 1997, 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 16, 1998
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<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, 1997
-------------------------------------------------------------
FUND INFORMATION
-------------------------------------------------------------
Non-
Participant
Participant Directed Directed
---------------------------------- ----------
Protected CSX CSX
Income Common Common
Fund Equity Fund Stock Fund Stock Fund Total
---------- ----------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments:
CSX Corporation common stock $ - $ - $827 $2,790 $3,617
American Express Trust Income Fund 818 - - - 818
Fidelity Equity Income Fund - 556 - - 556
Cash and Cash Equivalents - - 1 - 1
Contributions receivable:
Participants 20 10 25 - 55
Employer - - - 41 41
---- ---- ---- ------ ------
TOTAL ASSETS AND NET ASSETS
AVAILABLE FOR BENEFITS $838 $566 $853 $2,831 $5,088
==== ==== ==== ====== ======
</TABLE>
See Notes to Financial Statements.
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<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
------------------------------------- -----------
Protected CSX CSX
Income 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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<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, 1997
-------------------------------------------------------------
FUND INFORMATION
--------------------------------------------------------------
Non-
Participant
Participant Directed Directed
------------------------------------- -----------
Protected CSX CSX
Income Common Common
Fund Equity Fund Stock Fund Stock Fund Total
---------- ----------- ----------- ----------- -----
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Investment Income:
Dividends $ - $ 9 $ 15 $ 53 $ 77
Interest 52 1 1 3 57
Net Realized and Unrealized Appreciation
(Depreciation) in Fair Value of
Investments - 113 161 577 851
Contributions:
Participants 245 109 272 32 658
Employer - - - 425 425
------ ------- ------- ------- -------
297 232 449 1,090 2,068
DEDUCTIONS:
Distributions to Participants 301 79 187 354 921
Fees and Expenses 3 - - - 3
------ ------ ------- ------- -------
304 79 187 354 924
INTERFUND TRANSFERS (9) 22 (13) - -
------ ------ ------- ------- -------
NET INCREASE (DECREASE) IN NET ASSETS (16) 175 249 736 1,144
Net Assets Available for Benefits
at Beginning of Year 854 391 604 2,095 3,944
------- ------- ------- ------- ------
NET ASSETS AVAILABLE FOR BENEFITS AT
END OF YEAR $838 $566 $853 $2,831 $5,088
======= ======= ======= ======= ======
</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
------------------------------------- -----------
Protected CSX CSX
Income 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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AMERICAN COMMERCIAL VESSEL
AND TERMINAL EMPLOYEES' SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1997
(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 CSX Corporation common stock, collective investment funds, 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.
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.
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").
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 Protected Income Fund,
consisting primarily of money market funds, bank investment contracts, and
guaranteed interest 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
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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
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. These contributions are presented as "Non-Participant Directed" in
the financial statements.
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:
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, 1997 or 1996. Forfeitures in the amounts of $18 and
$20 were used to offset Employer's contributions for the years ended December
31, 1997 and 1996, respectively.
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AMERICAN COMMERCIAL VESSEL
AND TERMINAL EMPLOYEES' SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS--Continued
(Thousands of Dollars)
2. DESCRIPTION OF THE PLAN, Continued
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:
Protected Income Fund: 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 money market funds, bank investment contracts, and
guaranteed interest contracts.
Equity Fund: Substantially all of the assets held in this fund are invested in
the Fidelity Equity Income Fund, a mutual fund managed by Fidelity Management
and Research Company.
CSX Stock Fund: Substantially all of the assets held in this fund are invested
in CSX common stock.
For both 1997 and 1996, each of the above named investments represent 5% or more
of the Plan's net assets.
NOTE 4. 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 5. 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
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AMERICAN COMMERCIAL VESSEL
AND TERMINAL EMPLOYEES' SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS--Continued
(Thousands of Dollars)
NOTE 5. RELATED PARTY TRANSACTIONS, Continued
performed on its behalf by the Employer. The Employer paid $5 and $22,
respectively, to the Trustee and to the Plan Administrator during 1997, and $4
and $23, respectively, to the Trustee and to the Plan Administrator during 1996,
for administrative expenses of the Plan.
During the years ended December 31, 1997 and 1996, the Plan received $68 and
$61, 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, 1997,
transactions involving this account included 162 purchases with a total cost of
$1,492 and 37 sales with a fair value and cost of $1,408. During 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.
NOTE 6. 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 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,
1997 1996
-------------------
Net assets available
for benefits per
the financial statements $5,088 $3,944
Amounts allocated to
withdrawn participants (207) (171)
------ ------
Net assets available
for benefits, per
the Form 5500 $4,881 $3,773
====== ======
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AMERICAN COMMERCIAL VESSEL
AND TERMINAL EMPLOYEES' SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS--Continued
(Thousands of Dollars)
NOTE 6. COMPARISON TO FORM 5500, Continued
The following is a reconciliation of distributions to participants per the
financial statements to the Form 5500:
Year Ended
December 31, 1997
-----------------
Distributions to Participants
per the financial statements $921
Add: Amounts allocated to
withdrawn participants at
December 31, 1997 207
Less: Amounts allocated to
withdrawn participants at
December 31, 1996 (171)
----
Distributions to Participants
per the Form 5500 $ 957
====
NOTE 7. SUBSEQUENT EVENT
On April 20, 1998, CSX announced that it agreed to convey ACL to a venture
formed with Vectura Group, Inc. (Vectura). CSX will maintain a 34% common
interest in the venture. As part of the transaction, National Marine, Inc., a
wholly-owned subsidiary of Vectura, will be combined with ACL to create a single
company with approximately $1 billion in assets. The transaction is subject to
customary conditions, including the arrangement of financing. Closing of this
transaction will not impact the terms or conditions of the Plan, other than a
change required by law to prohibit participants from making new investments in
the CSX Common Stock fund.
NOTE 8. YEAR 2000 ISSUE (Unaudited)
ACL has developed a plan to modify its internal information technology to be
ready for the year 2000 and has begun converting critical data processing
systems. The project also includes determining whether third party service
providers have reasonable plans in place to become year 2000 compliant. ACL
currently expects the project to be substantially complete by mid-1999 and does
not expect this project to have a significant effect on plan operations.
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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, 1997
(Thousands of Dollars)
SCHEDULE 27a
Description
of Current
Issuer Investment Cost Value
- ------------------------------- ------------------ ------ -------
* CSX Corporation Common Stock 66,979 Shares $2,304 $3,617
American Express Trust
Income Fund 18,093 Shares 746 818
Fidelity Equity Income Fund 10,601 Shares 385 556
------ ------
$3,435 $4,991
====== ======
* Parties-In-Interest
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AMERICAN COMMERCIAL VESSEL
AND TERMINAL EMPLOYEES' SAVINGS PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1997
(Thousands of Dollars)
SCHEDULE 27d
Purchases Sales
------------- ------------------------------------
Value of Cost Net
Assets Sold on of Gain
Description of Asset Number Cost Number Transaction Date Asset (Loss)
- ------------------- ------ ---- ------ ---------------- ----- -----
Category (iii) - series of transactions in excess of 5% of plan assets
- ----------------------------------------------------------------------
Churchill Cash Reserve
Trust 162 $1,492 37 $1,408 $1,408 -
CSX Corporation
Common Stock 8 327 4 80 61 19
American Express Trust
Income Fund 5 102 9 168 175 (7)
There were no category (i), (ii), or (iv) reportable transactions during the
year ended December 31, 1997.
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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 26, 1998
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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
16, 1998, 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, 1997.
/s/ ERNST & YOUNG LLP
---------------------
Ernst & Young LLP
Jacksonville, Florida
June 23, 1998
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