S-8 POS 1 0001.txt 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) 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 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 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 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 7