Rule 424(b)(3)
Registration No. 333-68885
PRICING SUPPLEMENT NO. 1 DATED AUGUST 8, 2000
(To Prospectus Dated January 5, 1999, as supplemented
by Prospectus Supplement Dated May 7, 1999 and
Supplement, Dated August 8, 2000, to Prospectus Supplement)
U.S. $200,000,000
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
$200,000,000; 100.00%
--------------------- Repayment Terms (at option of the
Holder):
Settlement Date (Issue Date):
8/11/2000 [X] Not repayable prior to Stated
--------- Maturity
[ ] Repayable in accordance with the
Stated Maturity: 2/11/2002 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: Salomon Smith Barney
--------------------
[X] Book Entry
[ ] Definitive Agents acting in capacity indicated
below:
CUSIP No: 12641L BZ 5
----------- [X] As Agent
[ ] As Principal
Interest Rate Index: LIBOR - Telerate
----------------
Agent's Commission: $172,000
Index Maturity: 3 months --------
--------
Net Proceeds to CSX: $199,828,000
Spread: Plus 55 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 February 11, 2001
at a redemption price of 100% of the
Initial Interest Rate: 7.23813% 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 11th day of each February, May, Use of Proceeds:
-----------------------------------
August and November, The net proceeds from the sale of the
-------------------- Notes will be used to refinance the
commencing November 11, 2000 portion of CSX's outstanding commercial
---------------------------- paper that is classified as long-term
debt. At July 28, 2000, CSX had
Interest Reset Dates: Quarterly on approximately $955 million of commercial
------------ paper outstanding, including $800
the 11th day of each February, May, million which was classified as long-
----------------------------------- term debt based on CSX's ability and
August and November intent to maintain the debt outstanding
------------------ for more than one year. At July 28,
2000, the weighted average maturity of
Interest Determination Dates: 2nd CSX's outstanding commercial paper was
--- approximately 36 days and the weighted
London Market Day preceding each average interest rate was approximately
-------------------------------- 6.74%.
Interest Reset Date
-------------------
