-----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, Tq0eJjtyA49PdkYdXnXjrZZ64CSovcwY4y2WljMCGdyfY7ijR7pIp+0fhRXzoDwU w/A4iGo4WzAy62mOL9wstQ== /in/edgar/work/20000810/0000277948-00-000017/0000277948-00-000017.txt : 20000921 0000277948-00-000017.hdr.sgml : 20000921 ACCESSION NUMBER: 0000277948-00-000017 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000808 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000810 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: 8-K SEC ACT: SEC FILE NUMBER: 002-63273 FILM NUMBER: 691160 BUSINESS ADDRESS: STREET 1: ONE JAMES CNTR STREET 2: 901 E CARY ST CITY: RICHMOND STATE: VA ZIP: 23219 BUSINESS PHONE: 8047821400 8-K 1 0001.txt 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 -------------- CSX CORPORATION --------------- (Exact name of registrant as specified in its charter) Virginia -------- (State or other jurisdiction of incorporation or organization) 2-63273 62-1051971 ------- ---------- (Commission (I.R.S. Employer File No.) Identification No.) One James Center, 901 East Cary Street, Richmond, VA 23219 ---------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (804) 782-1400 -------------- 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. 2 Signature --------- 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 -------------------- Gregory R. Weber Vice President and Treasurer Date: August 10, 2000 3 EXHIBIT LIST - ------------ Exhibit Description - ------- ----------- 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. 4 EX-4.1 2 0002.txt Exhibit 4.1 CSX CORPORATION Supplemental Action of Authorized Pricing Officers August 8, 2000 Reference is made to the Action of Authorized Pricing Officers, dated as of September 30, 1998 (the "September 1998 Action of Authorized Pricing Officers"), the Action of Authorized Pricing Officers, dated as of May 7, 1999 (the "May 1999 Action of Authorized Pricing Officers"), and the Supplemental Action of Authorized Pricing Officers, dated August 10, 1999 (the "August 1999 Supplemental Action of Authorized Pricing Officers", and together with the September 1998 Action of Authorized Pricing Officers and the May 1999 Action of Authorized Pricing Officers, the "Actions of Authorized Pricing Officers"), taken pursuant to (x) Section 301 of the Indenture dated as of August 1, 1990 between CSX Corporation (the "Corporation") and The Chase Manhattan Bank, as trustee (the "Trustee"), as supplemented by the First Supplemental Indenture dated as of June 15, 1991, the Second Supplemental Indenture dated as of May 6, 1997 and the Third Supplemental Indenture dated as of April 22, 1998 (the indenture, as so supplemented, is herein called the "Indenture"), and (y) resolutions duly adopted by the Board of Directors of the Corporation at meetings duly called and held on April 28, 1998 and December 9, 1998, respectively (the "Resolutions"). The Corporation's Medium-Term Notes, Series C (the "Notes") were originally established by the September 1998 Action of Authorized Pricing Officers and, at that time, were limited to an aggregate initial offering price of up to U.S. $750,000,000 (including, in the case of Foreign Currency Notes, the equivalent thereof at the Market Exchange Rate on the applicable trade dates, in one or more foreign currencies or currency units). Pursuant to the August 1999 Supplemental Action of Authorized Pricing Officers, the limit on the aggregate initial offering price of the Notes was increased to $1,000,000,000 (including, in the case of Foreign Currency Notes, the equivalent thereof at the Market Exchange Rate on the applicable trade dates, in one or more foreign currencies or currency units). The terms of the Notes as set forth in the Actions of Authorized Pricing Officers provide that the foregoing limit may be increased by the Corporation if in the future it determines that it may wish to sell additional Notes. Pursuant to the authority vested in them by the Resolutions, the undersigned officers hereby increase the limit on the aggregate initial offering price of Notes that the Corporation is authorized to issue to a maximum of U.S. $1,150,000,000 (including, in the case of Foreign Currency Notes, the equivalent thereof at the Market Exchange Rate on the applicable trade dates, in one or more foreign currencies or currency units). The Notes shall be issued under the Indenture and shall have the same terms provided or contemplated by the Actions of Authorized Pricing Officers and as set forth in the Prospectus dated January 5, 1999 as supplemented by the Prospectus Supplement dated May 7, 1999 and as further supplemented by the Supplement to the Prospectus Supplement dated August 8, 2000. The Notes shall be offered and sold pursuant to the Distribution Agreement, dated May 7, 1999, between the Corporation and the Agents named therein. Terms used herein and not defined shall have the meaning assigned to them in the May 1999 Action of Authorized Pricing Officers referred to above. Dated as of the date first set forth above. By:______________________________________ Name: John W. Snow Title: President and Chief Executive Officer By: /s/ Paul R. Goodwin ------------------- Name: Paul R. Goodwin Title: Executive Vice President-Finance and Chief Financial Officer By: /s/ Gregory R. Weber -------------------- Name: Gregory R. Weber Title: Vice President and Treasurer 2 EX-5.1 3 0003.txt Exhibit 5.1 [McGUIREWOODS LLP LETTERHEAD] August 8, 2000 CSX Corporation One James Center 901 East Cary Street Richmond, VA 23219 Ladies and Gentlemen: We have advised CSX Corporation, a Virginia corporation (the "Company"), in connection with the issuance by the Company of its Medium-Term Notes, Series C, due nine months or longer from date of issue (the "Series C Notes") and the solicitation of sales of the Series C Notes by the Company pursuant to a Distribution Agreement, dated May 7, 1999 (the "Distribution Agreement"), among the Company and the Agents party thereto. As of August 8, 2000, the Company increased the aggregate initial offering price of the Series C Notes by U.S. $150,000,000 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 (the "Additional 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 (the indenture, as so supplemented, is herein called the "Indenture") and shall have the terms provided or contemplated by the Action of Authorized Pricing Officers of the Company, dated as of September 30, 1998 (the "September 1998 Action of Authorized Pricing Officers"), Action of Authorized Pricing Officers of the Company, dated as of May 7, 1999 (the "May 1999 Action of Authorized Pricing Officers"), Supplemental Action of Authorized Pricing Officers of the Company, dated August 10, 1999 (the "August 1999 Supplemental Action of Authorized Pricing Officers" and together with the September 1998 Action of Authorized Pricing Officers and the May 1999 Action of Authorized Pricing Officers, the "Actions of Authorized Pricing Officers"), and Supplemental Action of Authorized Pricing Officers of the Company, dated August 8, 2000 (the "August 2000 Supplemental Action of Authorized Pricing Officers"), and as set forth in the Prospectus dated January 5, 1999, which is part of the Company's Registration Statement on Form S-3 (File No. 333-68885) (the "Registration Statement") filed by the Company with the Securities and Exchange Commission, as supplemented by the Prospectus Supplement dated May 7, 1999 and as further supplemented by the Supplement to Prospectus Supplement dated August 8, 2000. The Notes will be offered and sold pursuant to the Distribution Agreement. August 8, 2000 Page 2 We have examined such corporate records, certificates and other documents, and reviewed such questions of law, as we have considered necessary or appropriate for the purpose of this opinion. On the basis of such examination and review, we advise you that, in our opinion, when the terms of a particular Additional Series C Note and the issue and sale thereof have been duly authorized and established in conformity with the Indenture and such Additional Series C Note has been duly completed, executed, authenticated and issued in accordance with the Indenture and the Actions of Authorized Pricing Officers as supplemented by the August 2000 Supplemental Action of Authorized Pricing Officers and delivered against payment therefor as contemplated by the Distribution Agreement, such Additional Series C Note will constitute a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles, and except further as enforcement thereof may be limited by (A) requirements that a claim with respect to any Additional Series C Note denominated other than in U.S. dollars (or a foreign currency or foreign currency unit judgment in respect of such claim) be converted into U.S. dollars at a rate of exchange prevailing on a date determined pursuant to applicable law or (B) governmental authority to limit, delay or prohibit the making of payments in foreign currency or currency units or payments outside the United States. We hereby consent to the filing of this opinion as an exhibit to the Company's Current Report on Form 8-K and the incorporation of this opinion by reference in the Registration Statement and to the references to us under the heading "Validity of the Securities" in the Registration Statement and the heading "Validity of Notes" in the Prospectus Supplement relating to the Series C Notes. We do not admit by giving this consent that we are in the category of persons whose consent is required under Section 7 of the Act. Very truly yours, McGuireWoods LLP -----END PRIVACY-ENHANCED MESSAGE-----