<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 10, 1999
---------------
CSX CORPORATION
---------------
(Exact name of registrant as specified in its charter)
Virginia
--------
(State or other jurisdiction of
incorporation or organization)
2-63273 62-1051971
------- ----------
(Commmision (I.R.S. Employer
File No.) Identification No.)
One James Center, 901 East Cary Street, Richmond, VA 23219
-----------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(804) 782-1400
--------------
<PAGE>
ITEM 5. OTHER EVENTS
As of August 10, 1999, CSX Corporation (the "Company") increased the
aggregate initial offering price of its Medium-Term Notes, Series C, Due 9
Months or Longer from Date of Issue (the "Series C Notes") from U.S.
$750,000,000 to U.S. $1,000,000,000. The additional U.S. $250,000,000 aggregate
initial offering price of Series C Notes will be issued pursuant to an indenture
dated as of August 1, 1990 between the Company and The Chase Manhattan Bank, as
trustee (the "Trustee"), as supplemented by a First Supplemental Indenture dated
as of June 15, 1991, a Second Supplemental Indenture dated as of May 6, 1997 and
a Third Supplemental Indenture dated as of April 22, 1998, an Action of
Authorized Pricing Officers dated May 7, 1999 and a Supplemental Action of
Authorized Pricing Officers dated August 10, 1999. The additional Series C Notes
may be Fixed Rate Notes or Floating Rate Notes and may be offered at a discount
from the principal amount thereof due at maturity. The offering and sale of the
additional Series C Notes have been registered under the Securities Act of 1933,
as amended (the "Act"), by a Registration Statement on Form S-3 (Registration
No. 333-68885) which was declared effective January 5, 1999. On May 11, 1999,
the Company filed with the Securities and Exchange Commission (the
"Commission"), pursuant to Rule 424(b)(5) under the Act, its Prospectus, dated
January 5, 1999, and Prospectus Supplement, dated May 7, 1999, pertaining to the
offering and sale of the Series C Notes. On August 12, 1999, the Company filed,
pursuant to Rule 424(b)(3) under the Act, a Supplement to Prospectus Supplement,
dated August 10, 1999, regarding the U.S. $250,000,000 increase in the aggregate
initial offering price of the Series C Notes. The Company will continue to
solicit sales of Series C Notes pursuant to the Distribution Agreement, dated
May 7, 1999, between the Company and the Agents named therein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits required to be filed by Item 601 of Regulation S-K.
The following exhibits are filed as a part of this report.
4.1 Supplemental Action of Authorized Pricing Officers dated as of
August 10, 1999.
5.1 Opinion of McGuire, Woods, Battle & Boothe LLP as to the
validity of the Notes.
23.1 Consent of McGuire, Woods, Battle & Boothe LLP contained in the
opinion filed as Exhibit 5.1 hereto.
2
<PAGE>
Signature
---------
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CSX CORPORATION
By: /s/ Gregory R. Weber
----------------------------------------
Gregory R. Weber
Vice President and Treasurer
Date: August 16, 1999
3
<PAGE>
EXHIBIT LIST
- ------------
Exhibit Description
- ------- -----------
4.1 Supplemental Action of Authorized Pricing Officers dated as of
August 10, 1999.
5.1 Opinion of McGuire, Woods, Battle & Boothe LLP as to the validity of
the Notes.
23.1 Consent of McGuire, Woods, Battle & Boothe LLP contained in the
opinion filed as Exhibit 5.1 hereto.
4
<PAGE>
Exhibit 4.1
CSX CORPORATION
Supplemental Action of Authorized Pricing Officers
--------------------------------------------------
August 10, 1999
Reference is made to the Action of Authorized Pricing Officers, dated as of
September 30, 1998 (the "September 1998 Action of Authorized Pricing Officers")
and the Action of Authorized Pricing Officers, dated as of May 7, 1999 (the "May
1999 Action of Authorized Pricing Officers", and together the "Actions of
Authorized Pricing Officers"), taken pursuant to (x) Section 301 of the
Indenture dated as of August 1, 1990 between CSX Corporation (the "Corporation")
and The Chase Manhattan Bank, as trustee (the "Trustee"), as supplemented by the
First Supplemental Indenture dated as of June 15, 1991, the Second Supplemental
Indenture dated as of May 6, 1997 and the Third Supplemental Indenture dated as
of April 22, 1998 (the indenture, as so supplemented, is herein called the
"Indenture"), and (y) resolutions duly adopted by the Board of Directors of the
Corporation at meetings duly called and held on April 22, 1998 and December 9,
1998, respectively (the "Resolutions"). The Corporation's Medium-Term Notes,
Series C (the "Notes") were originally established by the September 1998 Action
of Authorized Pricing Officers and, at that time, were limited to an aggregate
initial offering price of up to U.S. $750,000,000 (including, in the case of
Foreign Currency Notes, the equivalent thereof at the Market Exchange Rate on
the applicable trade dates, in one or more foreign currencies or currency
units). However, the terms of the Notes as set forth in the Actions of
Authorized Pricing Officers provide that the foregoing limit may be increased by
the Corporation if in the future it determines that it may wish to sell
additional Notes.
Pursuant to the authority vested in them by the Resolutions, the
undersigned officers hereby increase the limit on the aggregate initial offering
price of Notes that the Corporation is authorized to issue to a maximum of U.S.
$1,000,000,000 (including, in the case of Foreign Currency Notes, the equivalent
thereof at the Market Exchange Rate on the applicable trade dates, in one or
more foreign currencies or currency units). The Notes shall be issued under the
Indenture and shall have the same terms provided or contemplated by the Actions
of Authorized Pricing Officers and as set forth in the Prospectus dated January
5, 1999 as supplemented by the Prospectus Supplement dated May 7, 1999 and as
further supplemented by the Supplement to the Prospectus Supplement dated August
10, 1999. The Notes shall be offered and sold pursuant to the Distribution
Agreement, dated May 7, 1999, between the Corporation and the Agents named
therein.
Terms used herein and not defined shall have the meaning assigned to them
in the May 1999 Action of Authorized Pricing Officers referred to above.
<PAGE>
Dated as of the date first set forth above.
By:
--------------------------------------------
Name: John W. Snow
Title: President and Chief Executive Officer
By: /s/ Paul R. Goodwin
--------------------------------------------
Name: Paul R. Goodwin
Title: Executive Vice President-Finance and
Chief Financial Officer
By: /s/ Gregory R. Weber
--------------------------------------------
Name: Gregory R. Weber
Title: Vice President and Treasurer
<PAGE>
Exhibit 5.1
[LETTERHEAD OF McGUIRE, WOODS, BATTLE & BOOTHE LLP]
August 10, 1999
CSX Corporation
One James Center
901 East Cary Street
Richmond, VA 23219
Ladies and Gentlemen:
We have advised CSX Corporation, a Virginia corporation (the "Company"), in
connection with the issuance by the Company of its Medium-Term Notes, Series C,
due nine months or longer from date of issue (the "Series C Notes") and the
solicitation of sales of the Series C Notes by the Company pursuant to a
Distribution Agreement, dated May 7, 1999 (the "Distribution Agreement"), among
the Company and the Agents party thereto.
As of August 10, 1999, the Company increased the aggregate initial offering
price of the Series C Notes by U.S. $250,000,000 from U.S. $750,000,000 to U.S.
$1,000,000,000. The additional U.S. $250,000,000 aggregate initial offering
price of Series C Notes (the "Additional Series C Notes") will be issued
pursuant to an indenture dated as of August 1, 1990 between the Company and The
Chase Manhattan Bank, as trustee (the "Trustee"), as supplemented by a First
Supplemental Indenture dated as of June 15, 1991, a Second Supplemental
Indenture dated as of May 6, 1997 and a Third Supplemental Indenture dated as of
April 22, 1998 (the indenture, as so supplemented, is herein called the
"Indenture") and shall have the terms provided or contemplated by the Action of
Authorized Pricing Officers adopted as of September 30, 1998 and Action of
Authorized Pricing Officers adopted as of May 7, 1999 (the "Actions of
Authorized Pricing Officers") and the Supplemental Action of Authorized Pricing
Officers adopted as of August 10, 1999, and as set forth in the Prospectus dated
January 5, 1999, which is part of the Company's Registration Statement on Form
S-3 (File No. 333-68885) (the "Registration Statement") filed by the Company
with the Securities and Exchange Commission, as supplemented by the Prospectus
Supplement dated May 7, 1999 and as further supplemented by the Supplement to
Prospectus Supplement dated August 10, 1999. The Notes will be offered and sold
pursuant to the Distribution Agreement.
We have examined such corporate records, certificates and other documents,
and reviewed such questions of law, as we have considered necessary or
appropriate for the purpose of this opinion.
<PAGE>
August 10, 1999
Page 2
On the basis of such examination and review, we advise you that, in our
opinion, when the terms of a particular Additional Series C Note and the issue
and sale thereof have been duly authorized and established in conformity with
the Indenture and such Additional Series C Note has been duly completed,
executed, authenticated and issued in accordance with the Indenture and the
Actions of Authorized Pricing Officers as supplemented by the Supplemental
Action of Authorized Pricing Officers and delivered against payment therefor as
contemplated by the Distribution Agreement, such Additional Series C Note will
constitute a valid and legally binding obligation of the Company, enforceable
against the Company in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors' rights and to general
equity principles, and except further as enforcement thereof may be limited by
(A) requirements that a claim with respect to any Additional Series C Note
denominated other than in U.S. dollars (or a foreign currency or foreign
currency unit judgment in respect of such claim) be converted into U.S. dollars
at a rate of exchange prevailing on a date determined pursuant to applicable law
or (B) governmental authority to limit, delay or prohibit the making of payments
in foreign currency or currency units or payments outside the United States.
We hereby consent to the filing of this opinion as an exhibit to the
Company's Current Report on Form 8-K and the incorporation of this opinion by
reference in the Registration Statement and to the references to us under the
heading "Validity of the Securities" in the Registration Statement and the
heading "Validity of Notes" in the Prospectus Supplement relating to the Series
C Notes. We do not admit by giving this consent that we are in the category of
persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ McGuire, Woods, Battle & Boothe LLP
