As filed with the Securities and Exchange Commission on January 15, 1998
Registration No. 33 - 2084
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
POST EFFECTIVE AMENDMENT NO. 3
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>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
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)*
23.3 Consent of Price Waterhouse LLP
24.1 Power of Attorney (included on the signature page to this
Registration Statement)*
--------------------
* Previously filed
II-1
<PAGE>
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 January 14,
1998.
CSX CORPORATION
By: /s/ Alan A. Rudnick
____________________________________
Alan A. Rudnick
Vice President - General Counsel and
Corporate Secretary
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>
* John W. Snow Chairman of the Board and January 14, 1998
________________________________ Director, President and
JOHN W. SNOW Chief Executive Officer
(Principal Executive Officer)
* Paul R. Goodwin Executive Vice President-Finance January 14, 1998
________________________________ and Chief Financial Officer
PAUL R. GOODWIN (Principal Financial Officer)
* James L. Ross Vice President and Controller January 14, 1998
________________________________ (Principal Accounting Officer)
JAMES L. ROSS
* John R. Hall Director January 14, 1998
________________________________
JOHN R. HALL
* Elizabeth E. Bailey Director January 14, 1998
________________________________
ELIZABETH E. BAILEY
* Bruce C. Gottwald Director January 14, 1998
________________________________
BRUCE C. GOTTWALD
* Frank S. Royal, M.D. Director January 14, 1998
________________________________
FRANK S. ROYAL, M.D.
* Robert D. Kunisch Director January 14, 1998
________________________________
ROBERT D. KUNISCH
* Hugh L. McColl, Jr. Director January 14, 1998
________________________________
HUGH L. MCCOLL, JR.
</TABLE>
II-2
<PAGE>
<TABLE>
<S> <C>
* James W. McGlothlin Director January 14, 1998
________________________________
JAMES W. MCGLOTHLIN
* Southwood J. Morcott Director January 14, 1998
________________________________
SOUTHWOOD J. MORCOTT
* Charles E. Rice Director January 14, 1998
________________________________
CHARLES E. RICE
* Robert L. Burrus, Jr. Director January 14, 1998
________________________________
ROBERT L. BURRUS, JR.
* William C. Richardson Director January 14, 1998
________________________________
WILLIAM C. RICHARDSON
</TABLE>
_________________________
* Alan A. Rudnick, by signing his name hereto, does hereby sign this document on
behalf of each of the above-named directors of the Registrant pursuant to a
power of attorney duly executed by each such person.
/s/ Alan A. Rudnick
________________________
Alan A. Rudnick
Attorney-in-fact
II-3
<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)*
23.3 Consent of Price Waterhouse LLP
24.1 Power of Attorney (included on the signature page to
this Registration Statement)*
__________________
* Previously filed
II-1
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 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
January 13, 1998
II-1
Exhibit 23.3
CONSENT OF PRICE WATERHOUSE LLP, INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Post Effective Amendment No. 3 to the Registration
Statement on Form S-3 (No. 33-2084) of CSX Corporation of our report dated
January 21, 1997, except as to Note 2, which is as of March 7, 1997, on the
consolidated financial statements of Conrail Inc. for the year ended December
31, 1996, which appear in the Current Report on Form 8-K of the CSX Corporation
filed as of June 4, 1997.
/s/ Price Waterhouse LLP
Philadelphia, PA
January 15, 1998
