-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WNuDAf5yjMrpnU0EE0YH7B/U0ne1Kqy0aauwA//LRgqEzUGfCXJZ787yXG5Il1a3 rLJvxqgOFG7/TjOBAZfG2g== /in/edgar/work/20000628/0000277948-00-000010/0000277948-00-000010.txt : 20000920 0000277948-00-000010.hdr.sgml : 20000920 ACCESSION NUMBER: 0000277948-00-000010 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000628 EFFECTIVENESS DATE: 20000628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CSX CORP CENTRAL INDEX KEY: 0000277948 STANDARD INDUSTRIAL CLASSIFICATION: [4011 ] IRS NUMBER: 621051971 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: SEC FILE NUMBER: 033-49767 FILM NUMBER: 663076 BUSINESS ADDRESS: STREET 1: ONE JAMES CNTR STREET 2: 901 E CARY ST CITY: RICHMOND STATE: VA ZIP: 23219 BUSINESS PHONE: 8047821400 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 EX-24.1 2 0002.txt Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that each of the undersigned officers and directors of CSX CORPORATION, a Virginia corporation (the "Corporation"), hereby constitutes and appoints Ellen M. Fitzsimmons, Alan A. Rudnick, Peter J. Shudtz and Gregory R. Weber, and each of them acting individually, his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign and file a post-effective amendment to the Corporation's Registration Statement on Form S-8 (Registration No. 33-49767) (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, for the purpose of de-registering all unsold shares of the Corporation's Common Stock, par value $1.00 per share, and all unsold plan interests originally registered with the Commission for offer and sale pursuant to the American Commercial Vessel and Terminal Employees' Savings Plan, with power to sign and file any additional post-effective amendments to the Registration Statement, with all exhibits thereto and any and all other documents in connection with therewith, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary or desirable to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitutes or his substitute, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney this 14th day of July, 1999. /s/ JOHN W. SNOW - ---------------------------------------- John W. Snow /s/ PAUL R. GOODWIN - ---------------------------------------- Paul R. Goodwin /s/ JAMES L. ROSS - ---------------------------------------- James L. Ross /s/ ELIZABETH E. BAILEY - ---------------------------------------- Elizabeth E. Bailey /s/ H. FURLONG BALDWIN - ---------------------------------------- H. Furlong Baldwin /s/ CLAUDE S. BRINEGAR - ---------------------------------------- Claude S. Brinegar /s/ ROBERT L. BURRUS, JR. - ---------------------------------------- Robert L. Burrus, Jr. /s/ BRUCE C. GOTTWALD - ---------------------------------------- Bruce C. Gottwald /s/ JOHN R. HALL - --------------------------------------- John R. Hall /s/ E. BRADLEY JONES - --------------------------------------- E. Bradley Jones /s/ ROBERT D. KUNISH - --------------------------------------- Robert D. Kunish /s/ JAMES W. MCGLOTHLIN - --------------------------------------- James W. McGlothlin /s/ SOUTHWOOD J. MORCOTT - --------------------------------------- Southwood J. Morcott /s/ CHARLES E. RICE - --------------------------------------- Charles E. Rice /s/ WILLIAM C. RICHARDSON - ---------------------------------------- William C. Richardson /s/ FRANK S. ROYAL, M.D. - ---------------------------------------- Frank S. Royal, M.D. EX-24.2 3 0003.txt Exhibit 24.2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that each of the undersigned members of The Administrative and Investment Committee of the American Commercial Vessel and Terminal Employees' Savings Plan (the "Plan"), hereby constitutes and appoints Ellen M. Fitzsimmons, Alan A. Rudnick, Peter J. Shudtz and Gregory R. Weber, and each of them acting individually, his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign and file (i) a post-effective amendment to the Plan's Registration Statement on Form S-8 (Registration No. 33-49767) (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, for the purpose of de-registering all unsold shares of CSX Corporation Common Stock, par value $1.00 per share, and all unsold plan interests originally registered with the Commission for offer and sale pursuant to the Plan, with power to sign and file any additional post-effective amendments to the Registration Statement, with all exhibits thereto and any and all other documents in connection with therewith, and (ii) a Form 15 with the Commission under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), for the purpose of suspending the Plan's duty to file reports under Section 15(d) of the Exchange Act with respect to the Plan, with all exhibits thereto and any and all other documents in connection with therewith, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary or desirable to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitutes or his substitute, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney this 28th day of June, 2000. /s/ MICHAEL A. KHOURY - ----------------------------- Michael A. Khoury /s/ PAUL S. BESSON - ----------------------------- Paul S. Besson /s/ JAMES J. WOLFF - ----------------------------- James J. Wolff -----END PRIVACY-ENHANCED MESSAGE-----