PROSPECTUS SUPPLEMENT
(To Prospectus dated April 24, 1995)
$100,000,000
ILLINOIS CENTRAL RAILROAD COMPANY
73/4% Notes due May 1, 2005
---------------------
Interest Payable May 1 and November 1
---------------------
The 73/4% Notes due May 1, 2005 (the "Notes") will be issued by Illinois
Central Railroad Company (the "Company"). Interest on the Notes is payable
semi-annually on May 1 and November 1 of each year, commencing November 1,
1995. The Notes will not be redeemable prior to maturity.
The Notes will be represented by Notes in global form ("Global Notes")
registered in the name of the nominee of The Depository Trust Company, New
York, New York (the "DTC"). Interests in the Global Notes will be shown on,
and transfers thereof will be effected only through, records maintained by the
DTC and its participants. Except as provided herein, Notes in definitive form
will not be issued. Initial settlement for the Notes and settlement of any
secondary market trades in the Notes will be made in next-day funds. The
Notes will settle in the DTC's Next-Day Funds Settlement System. See
"Description of Notes" herein.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
Price to Underwriting Proceeds to
Public (1) Discount (2) Company (1)(3)
Per Note . . . . . . . . 99.897% .650% 99.247%
Total . . . . . . . . . . $99,897,000 $650,000 $99,247,000
(1) Plus accrued interest, if any, from May 1, 1995 to date of delivery.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended (the "Securities Act"). See "Underwriting."
(3) Before deducting estimated expenses of $437,716 payable by the Company.
The Notes are offered, subject to prior sale, when, as and if delivered to and
accepted by the Underwriters, and subject to the approval of certain legal
matters by counsel for the Underwriters, and certain other conditions. The
Underwriters reserve the right to withdraw, cancel or modify such offer and to
reject orders in whole or in part. It is expected that the Notes will be
delivered in book-entry form only, on or about May 1, 1995, through the
facilities of the DTC.
Lehman Brothers
BA Securities, Inc.
Chemical Securities Inc.
April 24, 1995
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE
NOTES OFFERED HEREBY AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN
THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED IN THE OVER-THE-COUNTER
MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED
AT ANY TIME.
SUMMARY OF THE OFFERING
Securities Offered....... $100,000,000 principal amount of 7 3/4% Notes
due 2005.
Interest Payment Dates.... May 1 and November 1 of each year, commencing on
November 1, 1995.
Maturity.................. May 1, 2005.
Optional Redemption....... None.
Mandatory Redemption...... None.
Trustee................... The First National Bank of Boston.
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges for the three-month periods ended
March 31, 1995 and 1994 and each of the years in the five-year period ended
December 31, 1994 are as follows:
Three Months Ended
March 31, Years Ended December 31,
------------------ ---------------------------------
1995 1994 1994 1993 1992 1991 1990
---- ---- ---- ---- ---- ---- ----
Ratio of earnings to
fixed charges 6.13 4.63 4.75 3.96 2.81 2.26 1.74
For purposes of these computations, earnings before fixed charges consist of
income before income taxes, extraordinary item and cumulative effect of
accounting changes plus fixed charges less capitalized interest. Fixed charges
consist of interest on indebtedness including the amortization of debt
issuance costs, capitalized interest and the portion of non-capitalized lease
expense representative of interest.
____________
USE OF PROCEEDS
The net proceeds from the issuance of the Notes, along with anticipated
commercial paper and bank borrowings, will be used to prepay $110 million
of 10.02% Senior Notes due 1998 and 1999 and $50 million of 10.4% Senior
Notes due 2000 and 2001.
____________
RECENT DEVELOPMENTS
The Company had net income for the first quarter ended March 31, 1995, of
$34.2 million, an increase of 27.1 percent compared to first quarter 1994
net income of $26.9 million. The first quarter, seasonally one of the
Company's strongest quarters, set new records for carloads, revenue,
operating income and income before taxes.
First quarter 1995 revenues were $167.5 million, up 13.6 percent compared
to $147.5 million for 1994. Total freight carloads of 250,623 were up 12.7
percent. Gains on grain and grain products, chemicals, paper and
intermodal more than offset weakness in bulk, metals, pulpwood and lumber.
In particular, export of U.S. grain and grain products was stronger this
year than last year.
First quarter 1995 operating ratio improved 3.6 percentage points to 63.5
percent compared to 67.1 percent in the first quarter of 1994, primarily as
a result of the increased traffic. The benefits of the lease conversion
program and third party lease income offset most of the rise in car hire
associated with the quarter's high export-grain traffic.
____________
DESCRIPTION OF NOTES
The following description of the particular terms of the Notes offered
hereby supplements, and to the extent inconsistent therewith replaces, the
description of the general terms and provisions of the Securities set forth
in the accompanying Prospectus, to which description reference is hereby
made.
General
The Notes will be limited to $100,000,000 aggregate principal amount.
The Notes will mature on May 1, 2005 and will bear interest from May 1,
1995 at the rate per annum set forth on the cover page hereof. Interest
will be payable semi-annually on May 1 and November 1 in each year
commencing on November 1, 1995 to the registered holders on the record date
(which shall be the April 15 or October 15 next preceding such Interest
Payment Date) for each such payment. The Notes will not be redeemable
prior to maturity. The provisions of the Indenture do not afford holders
of the Notes protection in the event of a highly leveraged or other
transaction involving the Company that may adversely affect holders of the
Notes.
Book-Entry, Delivery and Form
The Notes will be issued in the form of one or more fully registered
Global Notes which will be deposited with, or on behalf of, the DTC and
registered in the name of the DTC's nominee. Except as set forth below,
the Global Notes may be transferred, in whole and not in part, only to
another nominee of the DTC or to a successor of the DTC or its nominee.
The DTC has advised as follows: It is a limited-purpose trust company
organized under the New York Banking Law, a "banking organization" within
the meaning of the New York Banking Law, a member of the Federal Reserve
System, a "clearing corporation" within the meaning of the New York Uniform
Commercial Code, and a "clearing agency" registered pursuant to the
provisions of Section 17A of the Securities Exchange Act of 1934, as
amended. The DTC holds securities that its participants ("Participants")
deposit with the DTC. The DTC also facilitates the settlement among
Participants of securities transactions, such as transfers and pledges, in
deposited securities through electronic computerized book-entry changes in
Participants' accounts, thereby eliminating the need for physical movement
of securities. Direct Participants ("Direct Participants") include
securities brokers and dealers, banks, trust companies, clearing
corporations, and certain other organizations. The DTC is owned by a
number of its Direct Participants and by the New York Stock Exchange, Inc.,
the American Stock Exchange, Inc., and the NASD. Access to the DTC's
system is also available to others such as securities brokers and dealers,
banks and trust companies that clear through or maintain a custodial
relationship with a Direct Participant, either directly or indirectly. The
rules applicable to the DTC and its Participants are on file with the
Securities and Exchange Commission.
The DTC advises that pursuant to procedures established by it (i) upon
issuance of the Notes by the Company the DTC will credit the accounts of
Participants designated by the Representatives (as defined below) with the
principal amounts of the Notes purchased by each Underwriter, and (ii)
ownership of beneficial interests in the Global Notes will be shown on, and
the transfer of that ownership will be effected only through, records
maintained by the DTC (with respect to the Participants' interests), the
Participants and the Indirect Participants. The laws of some states require
that certain persons take physical delivery in definitive form of securities
which they own. Consequently, the ability to transfer beneficial interests in
the Global Notes is limited to such extent.
So long as a nominee of the DTC is the registered owner of the Global Notes,
such nominee for all purposes will be considered the sole registered owner or
registered holder of such Notes under the Indenture. Except as provided below,
owners of beneficial interests in the Global Notes will not be entitled to
have Notes registered in their names, will not receive or be entitled to
receive physical delivery of Notes in definitive form, and will not be
considered the registered owners or registered holders thereof under the
Indenture.
None of the Company, the Trustee, any Paying Agent or the Registrar will
have any responsibility or liability for any aspect of the records relating
to or payments made on account of beneficial ownership interests in the
Global Notes, or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests.
Principal and interest payments on the Global Notes registered in the
name of the DTC's nominee will be made by the Trustee to the DTC's nominee
as the registered owner of the Global Notes. Under the terms of the
Indenture, the Company and the Trustee will treat the person or persons in
whose name or names the Notes are registered as the owner or owners of such
Notes for the purpose of receiving payment of principal and interest on the
Notes and for all other purposes whatsoever. Therefore, none of the
Company, the Trustee or any Paying Agent has any direct responsibility or
liability for the payment of principal or interest on the Notes to owners
of beneficial interests in the Global Notes. The DTC has advised the
Company and the Trustee that its present practice is, upon receipt of any
payment of principal or interest, to credit the accounts of the
Participants with such payment in amounts proportionate to their respective
holdings in principal amount of interests in the Global Notes as shown on
the records of the DTC. Payments by Participants and Indirect Participants
to owners of beneficial interests in the Global Notes will be governed by
standing instructions and customary practices, as is now the case with
securities held for the accounts of customers in bearer form or registered
in "street name," and will be the responsibility of the Participants or
Indirect Participants.
If the DTC is at any time unwilling or unable to continue as depositary
and a successor depositary is not appointed by the Company within 90 days,
or if at any time an Event of Default shall have occurred and be continuing
under the Indenture, the Company will issue Notes in definitive form in
exchange for the Global Notes. In addition, the Company may at any time
determine not to have the Notes represented by Global Notes and, in such
event, will issue Notes in definitive form in exchange for the Global
Notes. In either instance, an owner of a beneficial interest in the Global
Notes will be entitled to have Notes equal in principal amount to such
beneficial interest registered in its name and will be entitled to physical
delivery of such Notes in definitive form. Notes so issued in definitive
form will be issued in denominations of $1,000 and integral multiples
thereof and will be issued in registered form only, without coupons.
Initial settlement for the Notes and settlement of any secondary market
trades in the Notes will be made in next-day funds.
See "Description of Securities" in the accompanying Prospectus for a
detailed summary of additional provisions of the Notes and of the Indenture
under which the Notes are to be issued.
UNDERWRITING
Subject to the terms and conditions set forth in the Terms Agreement
(including the Underwriting Agreement Basic Provisions), the Company has
agreed to sell to Lehman Brothers Inc., BA Securities, Inc. and Chemical
Securities Inc. (the "Underwriters"), and each Underwriter has agreed to
purchase the principal amount of the Notes set forth opposite its name below.
Underwriter Principal Amount
--------------------------- ------------------
Lehman Brothers Inc........ $ 34,000,000
BA Securities, Inc......... 33,000,000
Chemical Securities Inc.... 33,000,000
------------------
Total..................... $100,000,000
==================
Under the terms and conditions of the Terms Agreement (including the
Underwriting Agreement Basic Provisions), the Underwriters are committed to
take and pay for all of the Notes if any are taken.
The Underwriters propose to offer the Notes in part directly to
purchasers at the initial public offering price set forth on the cover page
of this Prospectus Supplement and in part to certain securities dealers at
such price less a concession of .400% of the principal amount of the Notes.
The Underwriters may allow and such dealers may reallow to certain brokers
and dealers a concession not in excess of .250% of the principal amount of
the Notes. After the Notes are released for sale to the public, the
offering price and other selling terms may from time to time be varied by
the Underwriters.
The Underwriters and their respective affiliates have in the past
performed investment banking services for the Company. Affiliates of BA
Securities, Inc. perform certain banking services for the Company,
including, without limitation, the financing of the Company's $50 million
receivables purchase program and participation in the Company's $150
million revolving credit facility. The Company has agreed to indemnify the
Underwriters against certain civil liabilities, including liabilities under
the Securities Act.
LEGAL MATTERS
The validity of the Notes will be passed upon for the Company by Davis Polk &
Wardwell, New York, New York, and for the Underwriters by Simpson Thacher &
Bartlett (a partnership which includes professional corporations), New York,
New York.
PROSPECTUS
ILLINOIS CENTRAL RAILROAD COMPANY
Debt Securities
Illinois Central Railroad Company (the "Company" or the "Railroad"), a
Delaware corporation, from time to time may offer its debt securities (the
"Securities"), in one or more series, up to an aggregate principal face amount
of $200,000,000 (or such greater amount, if Securities are issued at an
original issue discount, as shall result in aggregate gross proceeds to the
Company of $200,000,000). The Securities will be unsecured obligations of the
Company, ranking pari passu with all existing and future unsecured and
unsubordinated indebtedness of the Company for borrowed money and senior to
all future subordinated indebtedness of the Company.
When the Securities of a particular series are offered, a supplement to this
Prospectus will be delivered (the "Prospectus Supplement"), together with this
Prospectus setting forth the terms of the Securities, including, where
applicable, the specific designation, aggregate principal amount,
denominations, currency of payments, maturity, rate (which may be fixed or
variable) and time of payment of interest, any terms for redemption at the
option of the Company or the holder, any terms for sinking fund payments, the
initial public offering price, the names of, and the principal amounts to be
purchased by, underwriters and the compensation of such underwriters, any
listing of the Securities on a securities exchange and the other terms in
connection with the offering and sale of such Securities.
The Company may sell the Securities to or through underwriters, and also may
sell the Securities directly to other purchasers or through agents or dealers.
See "Plan of Distribution". Such underwriters, agents or dealers may include
Lehman Brothers, or may be a group of underwriters, agents or dealers
represented by firms including Lehman Brothers.
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
---------------------
Lehman Brothers
April 24, 1995
IN CONNECTION WITH THE OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SECURITIES AT
A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
No dealer, salesman or any other person has been authorized to give any
information or to make any representations, other than those contained in this
Prospectus or any Prospectus Supplement, in connection with the offering
contained herein or therein, and, if given or made, such information or
representations must not be relied upon as having been authorized by the
Company or any underwriter or agent. This Prospectus and any Prospectus
Supplement do not constitute an offer to sell, or a solicitation of an offer
to buy, any securities other than the registered securities to which it
relates or any of such securities in any jurisdiction to any person to whom it
is unlawful to make such offer or solicitation. Neither the delivery of this
Prospectus or any Prospectus Supplement nor any sale made hereunder and
thereunder shall, under any circumstances, create an implication that there
has been no change in the information herein or therein set forth since the
date hereof or thereof or that such information is correct as of any time
subsequent to its date.
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 (which term shall include
all amendments, exhibits and schedules thereto) under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the Securities. This
Prospectus does not contain all the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission, and to which reference is hereby made.
Statements made in this Prospectus as to the contents of any document referred
to are not necessarily complete. With respect to each such document filed as
an exhibit to the Registration Statement, reference is made to the exhibit for
a more complete description of the matter involved, and each such statement
shall be deemed qualified in its entirety by such reference. The Registration
Statement may be inspected, without charge, at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549. Copies of such material can be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C 20549 at prescribed rates.
The Company is subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith is required to file annual and quarterly reports and other
information with the Commission. Reports and other information filed by the
Company can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549 or at the Commission's regional offices located at 7 World Trade
Center, Suite 1300, New York, New York 10048; and Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material
may be obtained at prescribed rates from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. Such
reports and other information can also be inspected at the offices of the New
York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended December 31,
1994 is incorporated by reference and made a part of this Prospectus.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
this Prospectus and prior to the termination of this offering shall be
deemed to be incorporated by reference into this Prospectus and to be a
part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by
reference herein or contained in this Prospectus shall be deemed to be
supplemented, modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
supplements, modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed to constitute a part of this
Prospectus.
The Company undertakes to provide without charge to each person to whom
this Prospectus is delivered, on written or oral request of such person, a
copy (without exhibits) of any and all documents incorporated herein by
reference. Requests for such copies should be directed to Illinois Central
Railroad Company, 455 North Cityfront Plaza Drive, Chicago, Illinois 60611-
5504, Attention: Corporate Relations, telephone number (312) 755-7500.
THE COMPANY
Illinois Central Railroad Company and subsidiaries (the "Company" or the
"Railroad"), traces its origin to 1851, when the Railroad was incorporated as
the nation's first land grant railroad. Today, the Railroad operates 2,700
miles of main line track between Chicago and the Gulf of Mexico, primarily
carrying chemicals, coal and paper north, with coal, grain and milled grain
products moving south along its lines. The Railroad is a wholly-owned
subsidiary and a principal asset of Illinois Central Corporation ("IC"). The
principal executive office of the Railroad is located at 455 North Cityfront
Plaza Drive, Chicago, Illinois 60611-5504 and its telephone number is (312)
755-7500.
USE OF PROCEEDS
Unless otherwise indicated in an applicable Prospectus Supplement, the
Company intends to use the net proceeds from the sale of the Securities for
general corporate purposes, primarily the retirement of outstanding
indebtedness.
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges for each of the years in the five-year
period ended December 31, 1994 are as follows:
Years Ended December 31,
----------------------------------
1994 1993 1992 1991 1990
---- ---- ---- ---- ----
Ratio of earnings to
fixed charges 4.75 3.96 2.81 2.26 1.74
For purposes of these computations, earnings before fixed charges
consist of income before income taxes, extraordinary item and cumulative
effect of accounting changes plus fixed charges less capitalized interest.
Fixed charges consist of interest on indebtedness including the
amortization of debt issuance costs, capitalized interest and the portion
of non-capitalized lease expense representative of interest.
DESCRIPTION OF THE SECURITIES
The Securities offered hereby will be issued under an Indenture, dated
as of April 1, 1995 (the "Indenture"), between the Company and The First
National Bank of Boston, as Trustee (the "Trustee"). The statements herein
relating to the Securities and the Indenture are summaries and are subject
to the detailed provisions of the Indenture. A copy of the form of
Indenture is filed as an exhibit to the Registration Statement of which
this Prospectus is a part and is available as described under "Available
Information." The following summaries of certain provisions of the
Indenture do not purport to be complete and are subject to, and are
qualified in their entirety by reference to, all the provisions of the
Indenture, including the definitions therein of certain capitalized terms
used in this Prospectus. Whenever particular Sections or defined terms of
the Indenture are referred to herein, such Sections or defined terms are
incorporated herein by reference.
General
The Indenture provides for issuance of debentures, notes or other
evidences of indebtedness by the Company ("Securities") in one or more
series in an unlimited amount from time to time. The Securities may be
issued in registered form ("Registered Securities") without coupons or in
unregistered form ("Unregistered Securities") with or without coupons and in
either case in global form.
Registered Securities may be presented for registration of transfer or
exchange at the office or agency of the Company in New York, New York. Subject
to the limitations provided in the Indenture, such services will be provided
without charge, other than any tax or other governmental charge payable in
connection therewith. Unregistered Securities transfer by delivery (Section
2.7).
The Securities will be unsecured obligations of the Company, ranking pari
passu with all existing and future unsecured and unsubordinated indebtedness
of the Company. The Indenture does not limit the incurrence or issuance of
other unsecured debt of the Company. The terms of the Indenture do restrict,
however, the ability of the Company to grant liens on its assets
and the assets of Subsidiaries as more fully described below under "Limitation
on Liens." It is anticipated that the Securities will not be listed on any
securities exchange.
Reference is made to the Prospectus Supplement for the following terms
of the Securities of each series offered thereby (to the extent such terms
are applicable to such Securities): (1) the designation of the Securities
of the series; (2) any limit upon the aggregate principal amount of the
Securities of the series and any limitation on the ability of the Company
to increase such aggregate principal amount after the initial issuance of
such Securities; (3) any date on which the principal of the Securities of
the series is payable (which date may be fixed or extendible); (4) any
rate (which may be fixed or variable) per annum at which any Securities of
the series shall bear interest, any interest accrual, payment and record
dates and/or any method by which any such rate or date shall be determined;
(5) if other than as provided in the Indenture, any place where principal
of and interest on Securities of the series shall be payable, where
Registered Securities of the series may be surrendered for exchange, where
notices or demands may be served and where notice to Holders may be
published and any time of such payment at any place of payment; (6) any
right of the Company to redeem Securities of the series and any terms
thereof; (7) any obligation of the Company to redeem, purchase or repay
Securities of the series and any terms thereof; (8) if other than
denominations of $1,000 and any integral multiple thereof, the
denominations in which Securities of the series shall be issuable; (9) if
other than the principal amount thereof, the portion of the principal
amount of Securities of the series which shall be payable upon declaration
of acceleration of the maturity thereof; (10) if other than the coin or
currency in which the Securities of the series are denominated, the coin or
currency in which payment of the principal of or interest on the Securities
of the series shall be payable or, if the amount of any payments of
principal of and/or interest on the Securities of the series may be
determined with reference to an index based on a coin or currency other
than that in which the Securities of the series are denominated, the manner
in which such amounts shall be determined; (11) if other than the currency
of the United States of America, the currency or currencies, including
composite currencies, in which payment of the principal of (and premium, if
any) and interest on the Securities of the series shall be payable, and the
manner in which any such currencies shall be valued against other
currencies in which any other Securities shall be payable; (12) if other
than as Registered Global Securities, whether the Securities of the series
or any portion thereof will be issuable as Registered Securities or
Unregistered Securities (with or without coupons), and any terms of
exchange; (13) any obligation of the Company to pay additional amounts on
the Securities of the series in respect of any tax, assessment or
governmental charge withheld or deducted and any right of the Company to
redeem such Securities rather than pay such additional amounts; (14) if
the Securities of the series are to be issuable in definitive form (whether
upon original issue or upon exchange of a temporary Security of such
series) only upon receipt of certain certificates or other documents or
satisfaction of other conditions, the form and terms of such certificates,
documents or conditions; (15) if other than the Person acting as Trustee,
any Agent acting with respect to the Securities of the series; (16) any
provisions for the defeasance of any Securities of the series in addition
to, in substitution for or in modification of the provisions described in
"Defeasance and Covenant Defeasance"; (17) the identity of any Depositary
for Registered Global Securities of the series other than The Depository
Trust Company and any circumstances other than those described in "Global
Securities" in which any Person may have the right to obtain Registered
Securities in exchange therefor; (18) any provisions for Events of Default
applicable to any Securities of the series in addition to, in substitution
for or in modification of those described in "Events of Default"; (19) any
provision for covenants applicable to any Securities of the series in
addition to, in substitution for or in modification of those described in
"Covenants"; and (20) any other terms of the Securities of the series not
inconsistent with the Indenture.
Global Securities
The Securities of each series will be issued in the form of one or more
fully registered global Securities (each a "Registered Global Security")
registered in the name of The Depository Trust Company (the "Depositary") or
a nominee thereof, unless otherwise established for the Securities of such
series. Except as described in a Prospectus Supplement hereto, Securities
in definitive form will not be issued. Unless and until a Registered
Global Security is exchanged in whole or in part for Securities in
definitive form, it may not be registered for transfer or exchange except
as a whole by the Depositary for such Registered Global Security to a
nominee of such Depositary or by such Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary (Section
2.7).
Upon the issuance of any Registered Global Security, and the deposit of
such Registered Global Security with or on behalf of the Depositary, the
Depositary will credit, on its book-entry registration and transfer system,
the respective principal amounts of the Securities represented by such
Registered Global Security to the accounts of institutions ("participants")
entitled thereto that have accounts with the Depositary designated by the
underwriters or their agents engaging in any distribution of the
Securities. Ownership of beneficial interests in a Registered Global
Security will be limited to participants or Persons that may hold interests
through participants. Ownership of beneficial interests by participants in
a Registered Global Security will be shown on, and the transfer of such
beneficial interests will be effected only through, records maintained by
the Depositary or by its nominee. Ownership of beneficial interests in a
Registered Global Security by Persons that hold through participants will
be shown on, and the transfer of such beneficial interests within such
participants will be effected only through, records maintained by such
participants. The laws of some jurisdictions require that certain
purchasers of securities take physical delivery of such securities in
certificated form. The foregoing limitations and such laws may impair the
ability to own, transfer or pledge beneficial interests in Registered
Global Securities.
So long as the Depositary, or its nominee, is the registered owner of a
Registered Global Security, the Depositary or such nominee, as the case may
be, will be considered the sole owner or holder of the Securities represented
by such Registered Global Security for all purposes under the Indenture.
Except as specified below, owners of beneficial interests in a Registered
Global Security will not be entitled to have Securities represented by such
Registered Global Security registered in their names, will not receive or be
entitled to receive physical delivery of Securities in certificated form and
will not be considered the Holders thereof for any purposes under the
Indenture (Section 2.7). Accordingly, each Person owning a beneficial interest
in a Registered Global Security must rely on the procedures of the Depositary
and, if such Person is not a participant, on the procedures of the participant
through which such person owns its interest, to exercise any rights of a
holder of Securities under the Indenture. The Depositary may grant proxies and
otherwise authorize participants to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action which a
holder of Securities is entitled to give or take under the Indenture. The
Company understands that, under existing industry practices, if the Company
requests any action of holders of Securities or any owner of a beneficial
interest in a Registered Global Security desires to give any notice or take
any action a holder of Securities is entitled to give or take under the
Indenture, the Depositary would authorize the participants holding the
relevant beneficial interests to give such notice or take such action, and
such participants would authorize the beneficial owners owning through such
participants to give such notice or take such action or would otherwise act
upon the instructions of the beneficial owners owning through them.
The Depositary or a nominee thereof, as holder of record of a Registered
Global Security, will be entitled to receive payments of principal and
interest for payment to beneficial owners in accordance with customary
procedures established from time to time by the Depositary. On the date
hereof, the agent for the payment, transfer and exchange of the Securities is
the Trustee, acting through its Corporate Trust Office located in the Borough
of Manhattan, The City of New York.
The Company expects that the Depositary, upon receipt of any payment of
principal or interest in respect of a Registered Global Security, will
immediately credit participants' accounts with payments in amounts
proportionate to their respective beneficial interests in the principal amount
of such Registered Global Security as shown on the records of the Depositary.
The Company also expects that payments by participants to owners of beneficial
interests in a Registered Global Security held through such participants will
be governed by standing instructions and customary practices, and will be the
responsibility of such participants. None of the Company, the Trustee or any
agent of the Company or the Trustee shall have any responsibility or liability
for any aspect of the records relating to or payments made on account of
beneficial ownership interests in a Registered Global Security, or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests (Section 2.14).
If the Depositary is at any time unwilling or unable to continue as
Depositary or ceases to be a clearing agency registered or in good standing
under the Exchange Act, and a successor depositary registered as a clearing
agency under the Exchange Act is not appointed by the Company within 90
days, or, if at any time an Event of Default shall have occurred and be
continuing under the Indenture, the Company will issue Securities in
definitive certificated form in exchange for the Registered Global
Securities (Section 2.7).
In the event that the book-entry system is discontinued, the following
provisions would apply. The Trustee or any successor registrar under the
Indenture shall keep a register for the Securities in definitive
certificated form at its Corporate Trust Office. Subject to the further
conditions contained in the Indenture, Securities in definitive
certificated form may be transferred or exchanged for one or more
Securities in different authorized denominations upon surrender thereof at
the Corporate Trust Office of the Trustee or any successor Registrar under
the Indenture by the registered Holders or their duly authorized attorneys.
Upon surrender of any Security to be transferred or exchanged, the Trustee
or any successor registrar under the Indenture shall record the transfer or
exchange in the Security register and the Company shall issue, and the
Trustee shall authenticate and deliver, new Securities in definitive
certificated form appropriately registered and in appropriate authorized
denominations (Section 2.7). The Trustee shall be entitled to treat the
registered Holders of the Securities in definitive certificated form, as
their names appear in the Security register as of the appropriate date, as
the owners of such Securities for all purposes under the Indenture (Section
2.14). Subject to the further conditions contained in the Indenture,
payments in respect of the Securities in definitive certificated form will
be made at the office or agency of the Company maintained for that purpose
as the Company may designate from time to time, except that, at the option
of the Company, interest payments, if any, on the Securities may be made
(i) by checks mailed to the Persons entitled thereto at their registered
addresses or (ii) by transfer in immediately available funds to an account
maintained by the person entitled thereto as specified by such Person
(Section 4.1).
Consolidation, Merger or Sale by the Company
The Company shall not consolidate or merge with any other Person or sell,
convey, assign, transfer, lease or otherwise dispose of all or substantially
all of its properties and assets as an entirety in one transaction or series
of transactions to any Person, unless (1) either (a) the Company shall be the
continuing Person or (b) such Person shall be a corporation organized and
validly existing under the laws of the United States of America or any State
thereof or the District of Columbia and shall expressly assume by a
supplemental indenture all of the Company's obligations under the Securities
and under the Indenture; (2) immediately before and after such transaction or
each element of such series, no Default or Event of Default shall have
occurred and be continuing; and (3) giving effect to such transaction will not
cause an event of default under any mortgage, bond, debenture, note or other
instrument or obligation that the Company or any Subsidiary of the Company is
a party to or bound by. Upon any such consolidation, merger, sale, conveyance,
assignment, transfer, lease or other disposition, the successor corporation
formed by such consolidation, or into which the Company is merged or to which
such sale, conveyance, assignment, transfer, lease or other disposition is
made, shall succeed to, and be substituted for, and may exercise every right
and power of the Company under the Indenture and under the Securities
(Sections 5.1 and 5.2).
Events of Default, Notice and Certain Rights on Default
Events of Default with respect to the Securities of any series are
defined in the Indenture as being: (a) failure to pay any installment of
interest on any Security of such series when due and the continuance of
such failure for 30 days; (b) failure to pay the principal of any Security
of such series when due; (c) failure for 60 days after notice to the
Company by the Trustee, or by the Holders of 25% in aggregate principal
amount of the Securities of such series then outstanding, to perform or
observe any other covenant, condition or agreement in the Securities of
such series or in the Indenture; (d) the holders of other indebtedness of
the Company or any Subsidiary shall have declared an aggregate amount in
excess of $20,000,000 thereof to be due and payable prior to the date on
which it would otherwise have become due or payable and such declaration
shall not have been cured, waived, rescinded or annulled or such
indebtedness shall not have been discharged within a period of 30 days;
(e) certain events of bankruptcy, insolvency or reorganization of the
Company or a Material Subsidiary; or (f) any other Event of Default
established for the Securities of such series (Section 6.1).
The Indenture provides that, if an Event of Default with respect to the
Securities of any series then outstanding occurs and is continuing, then,
either the Trustee or the Holders of not less than 25% in aggregate principal
amount of the Securities of any such affected series then outstanding (each
such series treated as a separate class) by notice in writing to the Company
(and to the Trustee if given by Securityholders), may declare the entire
principal (or, if the Securities of any such series are Original Issue
Discount Securities, such portion of the principal amount as may be
established for such series) of all Securities of such affected series, and
the interest accrued thereon, if any, to be due and payable immediately, and
upon any such declaration the same shall become immediately due and payable,
except that, if an Event of Default described in clause (e) occurs and is
continuing, then the principal amount (or, if any Securities are Original
Issue Discount Securities, such portion of the principal as may be established
for such series) of all the Securities then outstanding and interest accrued
thereon, if any, shall be and become immediately due and payable, without any
notice or other action by any Holder or the Trustee, to the full extent
permitted by applicable law (Section 6.2).
The Indenture provides that the Trustee will, within 60 days after the
occurrence of a Default with respect to the Securities, give to the Holders of
the Securities notice of all Defaults known to the Trustee, provided that
except in the case of a Default in payment on the Securities, the Trustee may
withhold such notice if and so long as a Responsible Officer in good faith
determines that withholding such notice is in the interest of the Holders of
the Securities (Section 7.5). "Default" means any event which is, or after
notice or passage of time or both would be, an Event of Default (Section 1.1).
The Indenture provides that the holders of a majority in aggregate
principal amount of the then outstanding Securities, by notice to the
Trustee, may direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power
conferred on the Trustee (Section 6.5).
Subject to the further conditions contained in the Indenture, the
holders of a majority in aggregate principal amount outstanding of the
Securities of any series may waive, on behalf of the holders of all
Securities of such series, any past Default or Event of Default and its
consequences except a Default or Event of Default (i) in the payment of the
principal of or interest, if any, on any Security of such series or (ii) in
respect of a covenant or provision of the Indenture which cannot under the
terms of the Indenture be amended or modified without the consent of the
holder of each outstanding Security adversely affected thereby (Section
6.4).
The term "Material Subsidiary" means each existing Subsidiary of the
Company and each Subsidiary hereafter acquired or formed by the Company
which, in each case, for the most recent fiscal year of the Company, was
the owner of 5% or more of the consolidated assets of the Company and its
Subsidiaries taken as a whole, as set forth on the consolidated financial
statements of the Company for such fiscal year (Section 1.1).
The term "Subsidiary" means, with respect to any Person, any corporation or
other entity of which more than 50% of the shares of Voting Stock are, at the
time directly or indirectly owned by such Person. Unless otherwise indicated,
"Subsidiary" refers only to Subsidiaries of the Company (Section 1.1).
The term "Voting Stock" means stock of the class or classes having general
voting power under ordinary circumstances to elect at least a majority of the
board of directors, managers or trustees of a corporation or other entity
(irrespective of whether or not at the time stock of any other class or
classes shall have or might have voting power by reason of the happening of
any contingency) (Section 1.1).
Limitation on Liens
The Indenture provides that the Company will not, and will not permit any
Subsidiary to (a) create, issue, assume, incur or guarantee any notes, bonds,
debentures or other similar evidences of indebtedness for money borrowed
("Debt") if such Debt is secured by a mortgage, pledge or lien ("Lien") upon, or
(b) directly or indirectly secure any outstanding Debt by a Lien upon, any
Principal Property of the Company or any Subsidiary, now owned or hereafter
acquired, without effectively providing that the Securities shall be secured
equally and ratably with such Debt, except that the foregoing restrictions
shall not apply to (i) Liens on any Principal Property acquired after the date
of the Indenture to secure or provide for the payment or refinancing of the
purchase price or acquisition cost thereof, (ii) Liens on any Principal
Property to finance improvements thereof which do not exceed in the aggregate
$10,000,000 at any time, (iii) Liens on any Principal Property of any
corporation existing at the time such corporation becomes a Subsidiary after
the date of the Indenture, (iv) Liens in existence on Principal Property on
the date of the Indenture, (v) Liens to secure Debt of a Subsidiary to the
Company or another Subsidiary, (vi) Liens in favor of governmental bodies to
secure advance or progress payments pursuant to any contract or statute, (vii)
pledges or deposits in connection with workers' compensation, unemployment
insurance and other social security legislation and deposits securing
liability to insurance carriers under insurance or self-insurance
arrangements, (viii) Liens for taxes not yet due or which are being contested
in good faith by appropriate proceedings, (ix) any materialmen's, carriers',
mechanics', workmen's, repairmen's or other like Liens arising in the ordinary
course of business in respect of obligations which are not yet overdue or
which are being contested in good faith by appropriate proceedings, (x) Liens
arising in connection with surety, appeal and similar bonds incidental to the
conduct of litigation, (xi) Liens arising in connection with bid, performance
or similar bonds which do not exceed in the aggregate $5,000,000, (xii)
easements, rights of way, general real estate taxes not yet due and payable,
municipal and zoning restrictions, restrictions on the use of real property
and defects and irregularities in the title hereto and (xiii) any extension,
renewal, substitution or replacement (or successive extensions, renewals,
substitutions or replacements), in whole or in part, of any Lien referred to
in the foregoing clauses (i) through (xii), inclusive, or the Debt secured
thereby (Section 4.5(a)).
Notwithstanding the foregoing, the Company and any Subsidiary may, without
equally and ratably securing the Securities, create, issue, assume, incur or
guarantee secured Debt (which would otherwise be subject to the foregoing Lien
restrictions) in an aggregate amount which, together with all other such
secured Debt of the Company and its Subsidiaries (that is, not including
secured Debt of the Company and its Subsidiaries permitted pursuant to the
preceding paragraph) does not at any time exceed 10% of Consolidated Net
Tangible Assets of the Company (Section 4.5(b)).
The term "Principal Property" of any Person means, at any date of
determination, (a) any line of segment of track, together with signaling or
communication systems appurtenant thereto, owned by such Person as of such
date of determination over which at least 10 million gross tons of revenue
freight moved in the calendar year next preceding such date of determination;
(b) all locomotives and freight cars owned by the such Person as of such date
of determination; (c) all freight yards and repair facilities owned by such
Person as of such date of determination; and (d) all real estate related to
the property described in (a), (b) or (c) owned by such Person as of such date
of determination (Section 1.1).
The term "Consolidated Net Tangible Assets" with respect to any Person
means, as at any date of determination, the total amount of assets (less
applicable reserves and other properly deductible items) of such Person and
its Subsidiaries determined on a consolidated basis in conformity with GAAP
and set forth on the most recent consolidated balance sheet of such Person
and its Subsidiaries preceding such date of determination after deducting
therefrom (i) all current liabilities (excluding any thereof which are by
their terms extendible or renewable at the option of the obligor thereon to
a time more than 12 months after such date of determination), (ii) all
goodwill, trade names, trademarks, patents, unamortized debt discount and
expense and other like intangibles, and (iii) appropriate adjustments on
account of minority interests of other persons holding stock in the
Subsidiaries, all as determined on a consolidated basis in conformity with
GAAP and set forth on such most recent consolidated balance sheet of such
Person and its Subsidiaries (Section 1.1).
Modification of the Indenture
The Indenture contains provisions permitting the Company and the Trustee
to enter into one or more supplemental indentures without the consent of
the holders of Securities in order (i) to evidence the succession of
another corporation to the Company and the assumption of the covenants of
the Company by such successor, (ii) to comply with any requirements of the
Commission in connection with the qualification of the Indenture under the
Trust Indenture Act of 1939 as then in effect, (iii) to provide for a
successor Trustee with respect to the Securities of all or any series, (iv)
to establish the forms and terms of the Securities of any series, (v) to
provide for uncertificated or Unregistered Securities, or (vi) to cure any
ambiguity or correct any mistake or to make any change that does not
materially adversely affect the legal rights of any holder of the
Securities under the Indenture (Section 9.1).
The Indenture also contains provisions permitting the Company and the
Trustee, with the consent of the holders of a majority in aggregate
principal amount of the then outstanding Securities of any series, to
execute supplemental indentures adding any provisions to or changing or
eliminating any of the provisions of the Indenture or any supplemental
indenture or modifying the rights of the holders of such Securities, except
that no such supplemental indenture, or any amendment or waiver, may,
without the consent of the holder of each Security, (i) extend the stated
maturity of the principal of, or any sinking fund obligation or any
installment of interest on, such holder's Security, or reduce the principal
amount thereof or the rate of interest thereon (including any amount in
respect of original issue discount), or any premium payable with respect
thereto, or adversely affect the rights of such Holder under any mandatory
redemption or repurchase provision or any right of redemption or repurchase
at the option of the Company or such Holder, or reduce the amount of the
principal of an Original Issue Discount Security that would be due and
payable upon an acceleration of the maturity thereof or the amount thereof
provable in bankruptcy, or change any place of payment where, or the
currency in which, any Security or any premium or the interest thereon is
payable, or impair the right to institute suit for the enforcement of any
such payment on or after the due date therefor, or change the manner of
determining any of the foregoing; (ii) reduce the percentage in principal
amount of outstanding Securities of the relevant series the consent of
whose Holders is required for any such supplemental indenture, for any
waiver of compliance with certain provisions of this Indenture or certain
Defaults and their consequences provided for in this Indenture; (iii)
waive a Default in the payment of principal of or interest on any Security
of such Holder; (iv) change any obligation of the Company to maintain an
office or agency in the places and for the purposes in the Indenture
provided; or (v) modify any of the foregoing provisions, except to increase
any such percentage or to provide that certain other provisions of the
Indenture cannot be modified or waived without the consent of the Holder of
each outstanding Security affected thereby (Section 9.2). After a
supplemental indenture, amendment or waiver becomes effective, the Company
shall mail a notice to the holders of the Securities affected thereby
briefly describing the supplemental indenture, amendment or waiver (Section
9.2).
Defeasance and Covenant Defeasance
Unless the terms of the Securities of any series provide otherwise, the
Company may elect either (1) to defease and be discharged from any and all
obligations with respect to (a) Securities of any series payable within one
year or (b) other Securities of any series upon certain additional conditions
described below (except as otherwise provided in the Indenture) ("defeasance")
or (2) to be released from its obligations with respect to certain covenants
applicable to the Securities of any series ("covenant defeasance"), upon the
deposit with the Trustee, in trust for such purpose, of money and/or U.S.
Government Obligations which through the payment of principal and interest in
accordance with their terms will provide money in an amount sufficient without
reinvestment to pay the principal of and interest on the Securities and the
satisfaction of certain other conditions set forth in the Indenture. As a
condition to defeasance of any Securities of any series payable later than one
year from the time of defeasance, the Company must deliver to the Trustee an
Opinion of Counsel or a ruling of the Internal Revenue Service to the effect
that the holders of the Securities will not recognize income, gain or loss for
Federal income tax purposes as a result of such defeasance and will be subject
to Federal income tax on the same amount and in the same manner and at the
same times as would have been the case if such defeasance or covenant
defeasance had not occurred (Article 8).
The Company may exercise either defeasance option with respect to the
Securities of any series notwithstanding its prior exercise of its covenant
defeasance option with respect thereto. If the Company exercises its
defeasance option, payment of the Securities of any series may not be
accelerated because of a Default or an Event of Default. If the Company
exercises its covenant defeasance option, payment of the Securities of any
series may not be accelerated by reason of an Event of Default with respect to
the covenants to which such covenant defeasance is applicable. If such
acceleration were to occur by reason of another Event of Default, the
realizable value at the acceleration date of the money and U.S. Government
Obligations in the defeasance trust could be less than the principal and
interest then due on the Securities, in that the required deposit in the
defeasance trust is based upon scheduled cash flow rather than market value,
which will vary depending upon interest rates and other factors. The Company
will, however, remain liable for such payments at the time of the acceleration.
Governing Law
The Indenture and the Securities are governed by and construed in
accordance with the laws of the state of New York (Section 10.7).
The Trustee
The First National Bank of Boston is the Trustee under the Indenture. The
Company also maintains banking and other commercial relationships with the
Trustee and its affiliates in the ordinary course of business.
PLAN OF DISTRIBUTION
The Company may sell all or part of the Securities from time to time on
terms determined at the time such Securities are offered for sale. The
Securities may be sold (i) through underwriters or dealers; (ii) through
agents; (iii) directly to one or more purchasers; or (iv) through a
combination of any such methods of sale. The Prospectus Supplement
relating to the particular series of the Securities offered thereby will
set forth the terms of the offering of such series of the Securities,
including the name or names of any underwriters, dealers or agents, the
purchase price of such Securities, the proceeds to the Company from such
sale, any underwriting discounts and other items constituting underwriters'
or agents' compensation, any initial public offering price, any discounts
or sales agent's commissions or concessions allowed or reallowed or paid to
dealers and any securities exchanges on which the Securities of such series
may be listed.
The distribution of the Securities may be effected from time to time in
one or more transactions at a fixed price or prices, which may be changed,
or at market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at negotiated prices.
If underwriters are used in the sale, the Securities will be acquired by
the underwriters for their own account and may be resold from time to time
in one or more transactions, including negotiated transactions, at a fixed
public offering price, or at varying prices determined at the time of sale.
The Securities may be offered to the public through underwriting syndicates
represented by managing underwriters or by underwriters without a
syndicate. Unless otherwise set forth in the related Prospectus
Supplement, the obligations of the underwriters to purchase Securities will
be subject to certain conditions precedent and the underwriters will be
obligated to purchase all the Securities of a series if any are purchased.
Any initial public offering price and any discounts or concessions allowed
or reallowed or paid to dealers may be changed from time to time.
If a dealer is utilized in the sale of the Securities in respect of
which this Prospectus is delivered, the Company will sell such Securities
to the public at varying prices to be determined by such dealer at the time
of resale. In the case of a sale to a dealer, the Company will provide a
Prospectus Supplement stating the name of such dealer, the amount of
Securities purchased and the price paid.
Offers to purchase Securities may be solicited directly by the Company
or by agents designated by the Company from time to time. Any such agent,
which may be deemed to be an underwriter as that term is defined in the
Securities Act, involved in the offer or sale of the Securities in respect
of which this Prospectus is delivered will be named in, and any commissions
payable by the Company to such agent will be set forth in, a Prospectus
Supplement. Unless otherwise indicated in such Prospectus Supplement, any
such agent will be acting on a best efforts basis.
Agents and underwriters may from time to time purchase and sell
Securities in the secondary market, but are not obligated to do so, and
there can be no assurance that there will be a secondary market for the
Securities or liquidity in the secondary market if one develops. From time
to time, agents and underwriters may make a market in the Securities.
Dealers, underwriters or agents may be entitled under agreements which
may be entered into with the Company to indemnification by the Company
against certain civil liabilities, including liabilities under the
Securities Act. Such dealers, underwriters or agents may be customers of,
engage in transactions with, or perform services for, the Company in the
ordinary course of business.
The place and time of delivery for the Securities in respect of which
this Prospectus is delivered will be set forth in the accompanying
Prospectus Supplement.
LEGAL MATTERS
Certain matters relating to the Securities will be passed upon for the
Company by Davis Polk & Wardwell, New York, New York. Certain legal
matters will be passed upon for the underwriters, if any, by Simpson
Thacher & Bartlett (a partnership which includes professional
corporations), New York, New York.
EXPERTS
The consolidated financial statements and financial statement schedules
of the Company included in the Company's Annual Report on Form 10-K for the
year ended December 31, 1994, which are incorporated by reference in this
Registration Statement and Prospectus, have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their report with
respect thereto, which is incorporated by reference herein in reliance upon
the authority of said firm as experts in accounting and auditing in giving
said report. Reference is made to said report, which includes an
explanatory paragraph with respect to the Company's change in its methods
of accounting for income taxes and for postretirement, health care and
postemployment benefits as discussed in Notes 11 and 10, respectively, to
the consolidated financial statements.
========================================== ================================
No dealer, salesperson or other $100,000,000
individual has been authorized to
give any information or to make
any representations other than
those contained or incorporated by
reference in this Prospectus Supplement
or the Prospectus and, if given ILLINOIS CENTRAL
or made, such information or RAILROAD COMPANY
representations must not be relied
upon as having been authorized by
the Company, the Underwriters or
any other person. Neither the delivery
of this Prospectus Supplement and 73/4% Notes due May 1, 2005
the Prospectus nor any sale made
hereunder shall under any circumstances
create an implication that there
has been no change in the affairs
of the Company since the date hereof
or thereof or that the information
contained herein or therein is
correct as of any time subsequent
to its date. This Prospectus
Supplement and the Prospectus do ---------------------
not constitute an offer or PROSPECTUS SUPPLEMENT
solicitation by anyone in any April 24, 1995
jurisdiction in which such offer ---------------------
or solicitation is not authorized or
in which the person making such
offer or solicitation is not qualified
to do so or to anyone to whom it is
unlawful to make such offer or
solicitation.
TABLE OF CONTENTS
Page
----
Prospectus Supplement
Summary of the Offering............... S-2
Ratio of Earnings to Fixed Charges.... S-2
Use of Proceeds....................... S-2
Recent Developments................... S-2
Description of Notes.................. S-3
Underwriting.......................... S-4
Legal Matters......................... S-4
Prospectus
Available Information................. 2
Incorporation of Certain Documents by
Reference........................... 2
The Company........................... 3 Lehman Brothers
Use of Proceeds....................... 3
Ratio of Earnings to Fixed Charges.... 3 BA Securities, Inc.
Description of the Securities......... 3
Plan of Distribution.................. 9 Chemical Securities Inc.
Legal Matters......................... 10
Experts............................... 10
========================================== ================================
