<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 5, 1999
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CSX CORPORATION
(Exact name of registrant as specified in its charter)
COMMONWEALTH OF VIRGINIA 62-1051971
(State or other jurisdiction (I.R.S. Employer Identification Number)
of 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)
EMPLOYEES' STOCK PURCHASE AND DIVIDEND REINVESTMENT PLAN
(Full title of the Plan)
ALAN A. RUDNICK, ESQ.
VICE PRESIDENT-GENERAL COUNSEL
AND CORPORATE SECRETARY
CSX CORPORATION
ONE JAMES CENTER
901 EAST CARY STREET
RICHMOND, VIRGINIA 23219
(804) 783-1400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Amount to be Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Registered Offering Price Per Aggregate Offering Registration
Registered Share Price Fee
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.00 par value
per share....................... 1,000,000 (1)(2) $38.00 (3) $38,000,000(3) $10,564
- --------------------------------------------------------------------------------------------------------------------
Rights to Purchase Series B
Junior Participating Preferred 1,000,000 rights N/A N/A N/A
Stock, no par value (4).........
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
- -----------------
(1) The number of shares being registered represents additional shares of
Common Stock of CSX Corporation (the "Company") authorized and reserved for
issuance under the Company's Employees' Stock Purchase and Dividend
Reinvestment Plan and not previously registered.
(2) Pursuant to Rule 416(a), also covers additional securities that may be
offered as a result of stock splits, stock dividends or similar
transactions.
(3) Estimated pursuant to Rule 457(c) solely for purposes of calculating the
registration fee. Based on the average of the high and low prices for the
Common Stock reported in the consolidated reporting system of the New York
Stock Exchange on March 1, 1999.
(4) The Rights are to be attached to and trade with the shares of the Company's
Common Stock. Value attributable to the Rights, if any, will be reflected
in the market price of the Company's Common Stock.
<PAGE>
INTRODUCTION
This Registration Statement on Form S-8 is filed by CSX Corporation, a
Virginia corporation (the "Company" or the "Registrant"), relating to 1,000,000
shares of its common stock, par value $1.00 per share (the "Common Stock")
(including the related rights (the "Rights") to purchase the Company's Series B
Junior Participating Preferred Stock, no par value) issuable to eligible
employees of the Company under the Company's Employees' Stock Purchase and
Dividend Reinvestment Plan, as amended (the "Plan").
Part I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
----------------
Not required to be filed as part of this Registration Statement pursuant to
Note to Part 1 of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information
-----------------------------------------------------------
Not required to be filed as part of this Registration Statement pursuant to
Note to Part 1 of Form S-8.
PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
---------------------------------------
The following documents filed by the Company with the Commission are hereby
incorporated by reference into this Registration Statement:
(a) The Company's Annual Report on Form 10-K (File No. 1-8022) for the
fiscal year ended December 25, 1998.
(b) All reports filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), since the end of
the fiscal year covered by the Company's annual report referred to in
(a) above.
(c) The description of:
(i) the Common Stock, contained in the Company's Registration
Statement on Form 8-B (File No. 1-8022) filed on September 25,
1980 under Section 12 of the Exchange Act; and
(ii) the Rights, contained in the Company's Registration Statement on
Form 8-A (File No. 1-8022) filed with the Commission on May 29,
1998 under Section 12(b) of the Exchange Act.
Each document or report subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act
after the date of this Registration Statement, but prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered by this Registration Statement have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement. Each document or
report incorporated into this Registration Statement by reference shall be
deemed to be a part of this Registration Statement from the date of the filing
of such document with the Commission until the information contained therein is
superseded or updated by any subsequently filed document which is incorporated
by reference into this Registration Statement.
2
<PAGE>
Item 4. Description of Securities
-------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel
--------------------------------------
Ellen M. Fitzsimmons, General Counsel-Corporate of the Company, has passed
upon the validity of the Common Stock and Rights being registered under this
Registration Statement. Ms. Fitzsimmons is paid a salary by the Company, is a
participant in various employee benefit plans offered to employees of the
Company generally, and owns and has options to purchase shares of Common Stock.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
Article 10 of the Virginia Stock Corporation Act allows, in general, for
indemnification, in certain circumstances, by a corporation of any person
threatened with or made a party to any action, suit or proceeding by reason of
the fact that he or she is, or was, a director, officer, employee or agent of
such corporation. Indemnification is also authorized with respect to a criminal
action or proceeding where the person had no reasonable cause to believe that
his or her conduct was unlawful. Article 9 of the Virginia Stock Corporation Act
provides limitations on damages payable by officers and directors, except in
cases of willful misconduct or knowing violation of criminal law or any federal
or state securities law.
Article VII of the Company's Amended and Restated Articles of Incorporation
provides for mandatory indemnification of any director or officer of the Company
who is, was or is threatened to be made a party to any proceeding (including any
proceeding by or on behalf of the Company) by reason of the fact that he or she
is or was a director or officer of the Company against all liabilities and
reasonable expenses incurred in the proceeding, except such liabilities and
expenses as are incurred because of such director's or officer's willful
misconduct or knowing violation of the criminal law.
The Company's Amended and Restated Articles of Incorporation also provide
that in every instance permitted under Virginia corporate law in effect from
time to time, the liability of a director or officer of the Company to the
Company or its shareholders arising out of a single transaction, occurrence or
course of conduct shall be limited to one dollar.
The Company maintains standard policies of officers' and directors'
liability insurance.
Item 7. Exemption from Registration Claimed
-----------------------------------
Not Applicable.
Item 8. Exhibits
--------
Unless otherwise indicated below as being incorporated by reference to
another filing of the Company with the Commission, each of the following
exhibits is filed herewith:
Exhibit No.
----------
4.1 Amended and Restated Articles of Incorporation of the Company
(incorporated by reference to Exhibit 3 to the Company's Form 10-K
(File No. 1-8022) dated February 15, 1991).
4.2 By-Laws of the Company, as amended (incorporated by reference to
Exhibit 3.2 to the Company's Form 10-K (File No. 1-8022) for the
fiscal year ended December 25, 1998).
3
<PAGE>
4.3 Rights Agreement, dated as of May 29, 1998, between CSX and Harris
Trust Company of New York, as Rights Agent, (incorporated by
reference to Exhibit 99.1 to the Company's Registration on Form
8-A (File No. 1-8022) filed May 29, 1998).
5 Opinion and Consent of Ellen M. Fitzsimmons, General
Counsel-Corporate of the Company, as to the validity of the Common
Stock and Rights offered hereunder.
23.1 Consent of Ellen M. Fitzsimmons, General Counsel-Corporate of the
Company included in the opinion filed as Exhibit 5 hereto.
23.2 Consent of Ernst & Young LLP, independent auditors.
23.3 Consent of PricewaterhouseCoopers LLP, independent accountants.
24 Power of Attorney.
Item 9. Undertakings
------------
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933.
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration
Statement.
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement.
Provided, however, that subparagraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those subparagraphs is contained in periodic reports filed
with or furnished to the Commission by the Registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
4
<PAGE>
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Richmond, Commonwealth of Virginia, on March 5,
1999.
CSX CORPORATION
By: /s/ GREGORY R. WEBER
----------------------------------
Gregory R. Weber
Vice President and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on March 5, 1999.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ JOHN W. SNOW* Chairman, President, Chief Executive Officer and
-------------------------------------
John W. Snow Director (Principal Executive Officer)
/s/ PAUL R. GOODWIN* Executive Vice President-Finance and Chief
-------------------------------------
Paul R. Goodwin Financial Officer (Principal Financial Officer)
/s/ JAMES L. ROSS* Vice President and Controller
-------------------------------------
James L. Ross (Principal Accounting Officer)
/s/ ELIZABETH E. BAILEY* Director
-------------------------------------
Elizabeth E. Bailey
_____________________________________ Director
H. Furlong Baldwin
/s/ CLAUDE S. BRINEGAR* Director
-------------------------------------
Claude S. Brinegar
/s/ ROBERT L. BURRUS, JR.* Director
-------------------------------------
Robert L. Burrus, Jr.
</TABLE>
6
<PAGE>
/s/ BRUCE C. GOTTWALD* Director
-------------------------------------
Bruce C. Gottwald
/s/ JOHN R. HALL* Director
-------------------------------------
John R. Hall
_____________________________________ Director
E. Bradley Jones
/s/ ROBERT D. KUNISCH* Director
-------------------------------------
Robert D. Kunisch
/s/ JAMES W. MCGLOTHLIN* Director
-------------------------------------
James W. McGlothlin
/s/ SOUTHWOOD J. MORCOTT* Director
-------------------------------------
Southwood J. Morcott
/s/ CHARLES E. RICE* Director
-------------------------------------
Charles E. Rice
/s/ WILLIAM C. RICHARDSON* Director
-------------------------------------
William C. Richardson
/s/ FRANK S. ROYAL* Director
-------------------------------------
Frank S. Royal
*By: /s/ ELLEN M. FITZSIMMONS
--------------------------------
Ellen M. Fitzsimmons
Attorney-in-Fact
7
<PAGE>
Exhibit Index
-------------
The following exhibits are filed herewith as part of, or incorporated by
reference in, this Registration Statement:
Exhibit No.
- -----------
4.1 Amended and Restated Articles of Incorporation of the Company
(incorporated by reference to Exhibit 3 to the Company's Form 10-K
(File No. 1-8022) dated February 15, 1991).
4.2 By-Laws of the Company, as amended (incorporated by reference to
Exhibit 3.2 to the Company's Form 10-K (File No. 1-8022) for the
fiscal year ended December 25, 1998).
4.3 Rights Agreement, dated as of May 29, 1998, between CSX and Harris
Trust Company of New York, as Rights Agent, (incorporated by reference
to Exhibit 99.1 to the Company's Registration on Form 8-A (File No.
1-8022) filed May 29, 1998 (File No. 2-62373)).
5 Opinion and Consent of Ellen M. Fitzsimmons, General Counsel-Corporate
of the Company, as to the validity of the Common Stock and Rights
offered hereunder.
23.1 Consent of Ellen M. Fitzsimmons, General Counsel-Corporate of the
Company included in the opinion filed as Exhibit 5 hereto.
23.2 Consent of Ernst & Young LLP, independent auditors.
23.3 Consent of PricewaterhouseCoopers LLP, independent accountants.
24 Power of Attorney.
8
<PAGE>
EXHIBIT 5
[CSX LETTERHEAD]
March 5, 1999
CSX Corporation
One James Center
901 E. Cary Street
Richmond, Virginia 23219
Ladies and Gentlemen:
I am General Counsel-Corporate of CSX Corporation (the "Company") and
am providing this opinion in connection with the filing with the Securities and
Exchange Commission of a registration statement on Form S-8 (the "Registration
Statement") relating to the CSX Corporation Employees' Stock Purchase and
Dividend Reinvestment Plan (the "Plan"). The Registration Statement covers
1,000,000 shares of Common Stock of the Company (the "Common Stock") which have
been reserved for issuance under the Plan and Rights to purchase Preferred Stock
associated with the Common Stock (the "Rights").
In connection with the foregoing, I have made such legal and factual
examinations and inquiries as I have deemed necessary or advisable for the
purpose of rendering this opinion.
Based upon the foregoing, I am of the opinion that:
1. The 1,000,000 shares of Common Stock, when issued or sold in
accordance with the terms and provisions of the Plan, will be
duly authorized, validly issued, fully paid and non-assessable.
2. All corporate action required under the laws of the Commonwealth
of Virginia has been taken for the Rights, when issued in
accordance with the terms and provisions of the Rights Agreement,
dated as of May 29, 1998, between the Company and Harris Trust
Company of New York, as rights agent, to be validly issued.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. I do not admit by giving this consent that I am in the
category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ ELLEN M. FITZSIMMONS
Ellen M. Fitzsimmons
General Counsel-Corporate
<PAGE>
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Employees' Stock Purchase and Dividend Reinvestment Plan
of our report dated February 26, 1999, with respect to the consolidated
financial statements of CSX Corporation and subsidiaries incorporated by
reference in its Annual Report (Form 10-K) for the fiscal year ended December
25, 1998, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Richmond, Virginia
February 26, 1999
<PAGE>
EXHIBIT 23.3
CONSENT OF PRICEWATERHOUSECOOPERS LLP,
INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 related to the Employees' Stock Purchase and Dividend
Reinvestment Plan of CSX Corporation of our report dated January 19, 1999
relating to the consolidated financial statements of Conrail Inc. for the year
ended December 31, 1998, which appears in the Annual Report on Form 10-K of CSX
Corporation for the fiscal year ended December 25, 1998.
/s/ PRICEWATERHOUSECOOPERS LLP
PRICEWATERHOUSECOOPERS LLP
Philadelphia, PA
March 5, 1999
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the each of the undersigned
officers and directors of CSX CORPORATION, a Virginia corporation (the
"Corporation"), hereby constitutes and appoints Ellen M. Fitzsimmons, Alan A.
Rudnick, Peter J. Shudtz and Gregory R. Weber, and each of them acting
individually, his or her true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign and file a registration
statement with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Securities Act"), registering
securities of the Corporation which may be issued pursuant to the Corporation's
Employees' Stock Purchase and Dividend Reinvestment Plan, with power to sign and
file any amendment or amendments, including post-effective amendments thereto,
with all exhibits thereto and any and all other documents in connection with
therewith, hereby granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary or desirable to be done in and about the premises, as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their substitutes or his substitute, may lawfully do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney this 10th day of February, 1999.
/s/ John W. Snow /s/ John R. Hall
- ------------------------- --------------------------
John W. Snow John R. Hall
/s/ Paul R. Goodwin
- ------------------------- __________________________
Paul R. Goodwin E. Bradley Jones
/s/ James L. Ross /s/ Robert D. Kunisch
- ------------------------- --------------------------
James L. Ross Robert D. Kunisch
/s/ Elizabeth E. Bailey /s/ James W. McGlothlin
- ------------------------- --------------------------
Elizabeth E. Bailey James W. McGlothlin
/s/ Southwood J. Morcott
_________________________ --------------------------
H. Furlong Baldwin Southwood J. Morcott
/s/ Claude S. Brinegar /s/ Charles E. Rice
- ------------------------- --------------------------
Claude S. Brinegar Charles E. Rice
/s/ Robert S. Burrus, Jr. /s/ William C. Richardson
- ------------------------- --------------------------
Robert L. Burrus, Jr. William C. Richardson
/s/ Bruce C. Gottwald /s/ Frank S. Royal, M.D.
- ------------------------- --------------------------
Bruce C. Gottwald Frank S. Royal, M.D.
