Rule 424(b)(3)
Registration No. 333-68885
PRICING SUPPLEMENT NO. 1 DATED JUNE 21, 2000
(To Prospectus Dated January 5, 1999 as supplemented
by Prospectus Supplement Dated May 7, 1999 and
Supplement, Dated August 10, 1999, to Prospectus Supplement)
U.S. $250,000,000
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 "Other below"
$199,926,000; 99.963%
--------------------- Repayment Terms (at option of the
Holder):
Settlement Date (Issue Date):
6/23/2000 [X] Not repayable prior to Stated
--------- Maturity
[ ] Repayable in accordance with the
Stated Maturity: 6/24/2002 following terms:
---------
Sinking Fund Provisions:
Type of Note: [X} None
[ ] Fixed Rate Note [ ] Applicable in accordance with the
[X] Floating Rate Note following terms
[ ] Inverse Floating Rate Note
[ ] Zero Coupon Note Specified Currency (U.S. dollars, unless
[ ] Foreign Currency Note otherwise indicated):
[ ] Indexed Note -------------------
Form: Agents: Banc of America Securities LLC
------------------------------
[X] Book Entry
[ ] Definitive Agents acting in capacity indicated
below:
CUSIP No: 12641L BY 8
----------- [ ] As Agent
[X] As Principal
Interest Rate Index: LIBOR - Telerate
----------------
Agent's Commission: $500,000
Index Maturity: 3 months --------
--------
Net Proceeds to CSX: $199,426,000
Spread: Plus 60 Basis Points ------------
--------------------
Other: The Notes will be redeemable as
a whole or in part, at the option of the
Designated LIBOR Page: 3750 Company, on any Interest Payment Date
---- occurring on or after June 24, 2001 at a
redemption price of 100% of the
Initial Interest Rate: 7.365% principal amount thereof, plus accrued
----- and unpaid interest on the principal
amount being redeemed to the date of
Interest Payment Dates: Quarterly on redemption.
------------
the 24th day of each March, June, Use of Proceeds:
---------------------------------
September and December, The net proceeds from the sale of the
---------------------- Notes will be used to refinance the
commencing September 24, 2000 portion of CSX's outstanding commercial
----------------------------- paper that is classified as long-term
debt. At May 26, 2000, CSX had
Interest Reset Dates: Quarterly on approximately $866 million of commercial
------------ paper outstanding, including $800
the 24th day of each March, June, million which was classified as long-
--------------------------------- term debt based on CSX's ability and
September and December intent to maintain the debt outstanding
---------------------- for more than one year. At May 26,
2000, the weighted average maturity of
Interest Determination Dates: 2nd CSX's outstanding commercial paper was
--- approximately 31 days and the weighted
London Market Day preceding each average interest rate was approximately
-------------------------------- 6.74%.
Interest Reset Date
-------------------
