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 8, 2000
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CSX CORPORATION
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(Exact name of registrant as specified in its charter)
Virginia
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(State or other jurisdiction of
incorporation or organization)
2-63273 62-1051971
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(Commission (I.R.S. Employer
File No.) Identification No.)
One James Center, 901 East Cary Street, Richmond, VA 23219
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(804) 782-1400
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ITEM 5. OTHER EVENTS
As of August 8, 2000, 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.
$1,000,000,000 to U.S. $1,150,000,000. The additional U.S. $150,000,000
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, and
the Action of Authorized Pricing Officers of the Company dated as of September
30, 1998, Action of Authorized Pricing Officers of the Company dated as of May
7, 1999, Supplemental Action of Authorized Pricing Officers of the Company dated
August 10, 1999 and Supplemental Action of Authorized Pricing Officers of the
Company dated August 8, 2000. 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 10, 2000, the Company filed, pursuant to Rule 424(b)(3) under
the Act, a Supplement to Prospectus Supplement, dated August 8, 2000, regarding
the U.S. $150,000,000 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 8, 2000.
5.1 Opinion of McGuireWoods LLP as to the validity of the
Notes.
23.1 Consent of McGuireWoods LLP contained in the opinion filed
as Exhibit 5.1 hereto.
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Signature
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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
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Gregory R. Weber
Vice President and Treasurer
Date: August 10, 2000
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EXHIBIT LIST
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Exhibit Description
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4.1 Supplemental Action of Authorized Pricing Officers dated as of
August 8, 2000.
5.1 Opinion of McGuireWoods LLP as to the validity of the Notes.
23.1 Consent of McGuireWoods LLP contained in the opinion filed
as Exhibit 5.1 hereto.
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