Rule 424(b)(2)
Registration No. 333-53191
PRICING SUPPLEMENT NO. 1 DATED NOVEMBER 23, 1998
(To Prospectus Dated August 11, 1998, as supplemented
by Prospectus Supplement Dated September 30, 1998)
CSX CORPORATION
Medium-Term Notes, Series C
Principal Amount: $200,000,000 Redemption Terms (at option of CSX)
------------ [ ] Not redeemable prior to Stated
Maturity
Issue Price (Dollar Amount and [X] Redeemable in accordance with the
Percentage of Principal Amount): following terms: See Optional
$198,432,000; 99.216% ------------
- -------------------- Redemption explanation below
----------------------------
Settlement Date (Issue Date):
12/1/98 Repayment Terms (at option of the
- ------- Holder):
[X] Not repayable prior to Stated
Stated Maturity: 12/1/2028 Maturity
--------- [ ] Repayable in accordance with the
following terms:
Type of Note:
[X} Fixed Rate Note Sinking Fund Provisions:
[ ] Floating Rate Note [X} None
[ ] Inverse Floating Rate Note [ ] Applicable in accordance with the
[ ] Zero Coupon Note following terms
[ ] Foreign Currency Note
[ ] Indexed Note Specified Currency (U.S. dollars, unless
otherwise indicated):
-------------------
Form: Agents: Goldman, Sachs & Co.
[X] Book Entry --------------------
[ ] Definitive ($120,000,000) and Merrill, Lynch,
----------------------------------
Pierce, Fenner & Smith Incorporated
-----------------------------------
($80,000,000)
-------------
CUSIP No: 12641 L BU 6
------------ Agents acting in capacity indicated
below:
[ ] As Agent
[X] As Principal
Interest Rate: 6.80%
----- Agent's Commission: $1,750,000
----------
Interest Payment Dates: June 1
------ Net Proceeds to CSX: $196,682,000, plus
and December 1, commencing ------------------
- -------------------------- accrued interest, if any, from December
June 1, 1999 ---------------------------------------
- ------------ 1, 1998
-------
Record Dates: The May 15 and November
-----------------------
15, as the case may be, next preceding
- -------------------------------------- Other: See Miscellaneous Terms
the June 1 and December 1 Interest -----------------------
- ---------------------------------- provision below
Payment Dates ---------------
- -------------
<PAGE>
Optional Redemption
The Notes will be redeemable, in whole or in part, at the option of the
Company at any time at a redemption price equal to the greater of (i) 100% of
the principal amount of such Notes or (ii) as determined by a Quotation Agent
(as defined below), the sum of the present values of the remaining scheduled
payments of principal and interest thereon (not including any portion of such
payments of interest accrued as of the date of redemption) discounted to the
redemption date on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Adjusted Treasury Rate, plus, in the case of (i)
and (ii) above, as the case may be, unpaid accrued interest thereon to the date
of redemption.
"Adjusted Treasury Rate" means, with respect to any redemption date, the
rate per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, plus 0.15%, assuming a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by a Quotation Agent as having a maturity comparable to the remaining
term of the Notes to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of such Notes.
"Quotation Agent" means the Reference Treasury Dealer appointed by the
Trustee after consultation with the Company. "Reference Treasury Dealer" means
(i) Goldman, Sachs & Co. and its respective successors; provided, however, that
if the foregoing shall cease to be a primary U.S. Government securities dealer
in New York City (a "Primary Treasury Dealer"), the Company shall substitute
therefor another Primary Treasury Dealer; and (ii) any other Primary Treasury
Dealer selected by the Trustee after consultation with the Company.
"Comparable Treasury Price" means, with respect to any redemption date,
(i) the average of the Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (ii) if the Trustee obtains fewer than three such Reference
Treasury Dealer Quotations, the average of all such Quotations.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third Business Day preceding such redemption date.
Notice of any redemption will be mailed at least 30 days but not
more than 60 days before the redemption date to each holder of the Notes to be
redeemed.
Unless the Company defaults in payment of the redemption price, on and
after the redemption date, interest will cease to accrue on the Notes or
portions thereof called for redemption.
<PAGE>
Miscellaneous Terms
It is expected that delivery of the Notes will be made against payment
therefor on or about December 1, 1998, which is the fifth business day following
the date hereof (such settlement cycle being referred to as "T + 5"). Purchasers
of Notes should note that the ability to settle secondary market trades of the
Notes effected on the date of pricing and the next succeeding business day may
be affected by the T + 5 settlement.
CSX is selling the Notes to the Agents named above under a Terms
Agreement dated November 23, 1998.
<PAGE>
Rule 424(b)(2)
Registration No. 333-53191
PRICING SUPPLEMENT NO. 2 DATED NOVEMBER 23, 1998
(To Prospectus Dated August 11, 1998, as supplemented
by Prospectus Supplement Dated September 30, 1998)
CSX CORPORATION
Medium-Term Notes, Series C
Principal Amount: $150,000,000 Redemption Terms (at option of CSX)
------------ [X] Not redeemable prior to Stated
Maturity
Issue Price (Dollar Amount and [ ] Redeemable in accordance with the
Percentage of Principal Amount): following terms:
$149,839,500; 99.893%
- -------------------- Repayment Terms (at option of the
Holder):
Settlement Date (Issue Date): [X] Not repayable prior to Stated
12/1/98 Maturity
- ------- [ ] Repayable in accordance with the
following terms:
Stated Maturity: 12/1/2003
--------- Sinking Fund Provisions:
[X} None
Type of Note: [ ] Applicable in accordance with the
[X} Fixed Rate Note following terms
[ ] Floating Rate Note
[ ] Inverse Floating Rate Note Specified Currency (U.S. dollars, unless
[ ] Zero Coupon Note otherwise indicated):
[ ] Foreign Currency Note -------------------
[ ] Indexed Note
Agents: Goldman, Sachs & Co.
Form: --------------------
[X] Book Entry ($90,000,000) and Chase Securities Inc.
[ ] Definitive ---------------------------------------
($60,000,000)
------------
CUSIP No: 12641 L BV 4 Agents acting in capacity indicated
------------ below:
[ ] As Agent
Interest Rate: 5.85% [X] As Principal
-----
Agent's Commission: $900,000
--------
Interest Payment Dates: June 1 Net Proceeds to CSX: $148,939,500, plus
------ ------------------
and December 1, commencing accrued interest, if any, from December
- -------------------------- ---------------------------------------
June 1, 1999 1, 1998
- ------------ -------
Record Dates: The May 15 and November Other: See Miscellaneous Terms
---------------------- -----------------------
15, as the case may be, next preceding provision below
- -------------------------------------- ---------------
the June 1 and December 1 Interest
- -----------------------------------
Payment Dates
- -------------
<PAGE>
Miscellaneous Terms
It is expected that delivery of the Notes will be made against payment
therefor on or about December 1, 1998, which is the fifth business day following
the date hereof (such settlement cycle being referred to as "T + 5"). Purchasers
of Notes should note that the ability to settle secondary market trades of the
Notes effected on the date of pricing and the next succeeding business day may
be affected by the T + 5 settlement.
CSX is selling the Notes to the Agents named above under a Terms
Agreement dated November 23, 1998.
