CSX CORP
S-8 POS, 2000-06-28
RAILROADS, LINE-HAUL OPERATING
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           As filed with the Securities and Exchange Commission on June 28, 2000
                                                       Registration No. 33-49767
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                         POST-EFFECTIVE AMENDMENT NO. 1
                                       TO
                                    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)

         AMERICAN COMMERCIAL VESSEL AND TERMINAL EMPLOYEES' SAVINGS 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) 782-1400
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)


<PAGE>


        Pursuant  to  Registration  Statement  No.  033-49767  on Form S-8,  CSX
Corporation, a Virginia corporation ("CSX" or the "Company"), registered 66,000*
shares of the Company's  Common  Stock,  par value $1.00 per share ("Plan Common
Stock"), as well as an indeterminate  number of interests (the "Plan Interests")
to be offered and sold in connection  with the investment of plan  contributions
in the CSX Stock Fund  pursuant to the American  Commercial  Vessel and Terminal
Employees'  Savings  Plan  (the  "Plan").  Participating  employers  of the Plan
include  American  Commercial  Barge Line Company,  American  Commercial  Marine
Service  Company,  Hines American Line, Inc. and American Valley Line Terminals,
Inc., each of which is a wholly-owned  subsidiary of American  Commercial  Lines
LLC ("ACL").  Prior to June 30, 1998, ACL was a wholly-owned  subsidiary of CSX.
Effective  June 30,  1998,  CSX  conveyed  ACL to a venture  formed with Vectura
Group, Inc. Following that date, neither employee nor employer  contributions to
the Plan could be invested in the CSX Stock Fund.

        The Company  hereby  de-registers  48,180  shares of Plan Common  Stock,
which  represent all unsold  shares of Plan Common Stock,  as well as all unsold
Plan Interests.

_______________________________________
*  Adjusted to reflect a 2-for-1 stock split effective December 21, 1995.


                                       2

<PAGE>


                                   SIGNATURES

The Registrant
--------------

      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  Post-Effective
Amendment  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Richmond, Commonwealth of Virginia, on June 28, 2000.

                                         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
Post-Effective  Amendment has been signed below by the following  persons in the
capacities indicated on June 28, 2000.


         Signature                                    Title
         ---------                                    -----


          /s/ JOHN W. SNOW*
-------------------------------     Chairman, President, Chief Executive Officer
         John W. Snow               and 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


                                       3



         /s/ H. FURLONG BALDWIN*
---------------------------------   Director
         H. Furlong Baldwin


         /s/ CLAUDE S. BRINEGAR*
---------------------------------   Director
         Claude S. Brinegar


         /S/ ROBERT L. BURRUS, JR.*
----------------------------------  Director
         Robert L. Burrus, Jr.


         /s/ BRUCE C. GOTTWALD*
----------------------------------  Director
         Bruce C. Gottwald


         /s/ JOHN R. HALL*
----------------------------------  Director
         John R. Hall


         /s/ E. BRADLEY JONES*
----------------------------------  Director
         E. Bradley Jones


         /s/ ROBERT D. KUNISH*
----------------------------------  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



                                       4



         /s/ WILLIAM C. RICHARDSON*
----------------------------------  Director
         William C. Richardson


         /s/ FRANK S. ROYAL, M.D.*
----------------------------------- Director
         Frank S. Royal, M.D.



* By:     /s/ ELLEN M. FITZSIMMONS
      ----------------------------
         Ellen M. Fitzsimmons
         Attorney-in-Fact









                                       5
<PAGE>


The Plan
--------

               Pursuant to the  requirements  of the Securities Act of 1933, the
members of the  Administrative  and Investment  Committee for the Plan have duly
caused  this  Post-Effective  Amendment  to be  signed  on  its  behalf  by  the
undersigned,  thereunto  duly  authorized,  in the  City of  Richmond,  State of
Virginia, on June 28, 2000.

                                                  AMERICAN COMMERCIAL VESSEL AND
                                                  TERMINAL EMPLOYEES' SAVINGS
                                                  PLAN


                                               By:/s/GREGORY R. WEBER
                                                  ------------------------------
                                                     Gregory R. Weber
                                                     Attorney-in-Fact







                                       6
<PAGE>


                                  EXHIBIT INDEX


24.1    Power of Attorney of Certain Officers and Directors of CSX Corporation

24.2    Power of Attorney of Members of the Administrative and Investment
        Committee for the American Commercial Vessel and Terminal Employees'
        Savings Plan










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