424B3 1 0001.txt Rule 424(b)(3) Registration No. 333-68885 PRICING SUPPLEMENT NO. 1 DATED AUGUST 8, 2000 (To Prospectus Dated January 5, 1999, as supplemented by Prospectus Supplement Dated May 7, 1999 and Supplement, Dated August 8, 2000, to Prospectus Supplement) U.S. $200,000,000 CSX CORPORATION Medium-Term Notes, Series C Principal Amount: $200,000,000 Redemption Terms (at option of CSX) ------------ [ ] Not redeemable prior to Stated Maturity Issue Price (Dollar Amount and [X] Redeemable in accordance with the Percentage of Principal Amount): following terms:See "Other" below $200,000,000; 100.00% --------------------- Repayment Terms (at option of the Holder): Settlement Date (Issue Date): 8/11/2000 [X] Not repayable prior to Stated --------- Maturity [ ] Repayable in accordance with the Stated Maturity: 2/11/2002 following terms: --------- Sinking Fund Provisions: Type of Note: [X} None [ ] Fixed Rate Note [ ] Applicable in accordance with the [X] Floating Rate Note following terms [ ] Inverse Floating Rate Note [ ] Zero Coupon Note Specified Currency (U.S. dollars, unless [ ] Foreign Currency Note otherwise indicated): [ ] Indexed Note ------------------- Form: Agents: Salomon Smith Barney -------------------- [X] Book Entry [ ] Definitive Agents acting in capacity indicated below: CUSIP No: 12641L BZ 5 ----------- [X] As Agent [ ] As Principal Interest Rate Index: LIBOR - Telerate ---------------- Agent's Commission: $172,000 Index Maturity: 3 months -------- -------- Net Proceeds to CSX: $199,828,000 Spread: Plus 55 Basis Points ------------ -------------------- Other: The Notes will be redeemable as a whole or in part, at the option of the Designated LIBOR Page: 3750 Company, on any Interest Payment Date ---- occurring on or after February 11, 2001 at a redemption price of 100% of the Initial Interest Rate: 7.23813% principal amount thereof, plus accrued -------- and unpaid interest on the principal amount being redeemed to the date of Interest Payment Dates: Quarterly on redemption. ------------ the 11th day of each February, May, Use of Proceeds: ----------------------------------- August and November, The net proceeds from the sale of the -------------------- Notes will be used to refinance the commencing November 11, 2000 portion of CSX's outstanding commercial ---------------------------- paper that is classified as long-term debt. At July 28, 2000, CSX had Interest Reset Dates: Quarterly on approximately $955 million of commercial ------------ paper outstanding, including $800 the 11th day of each February, May, million which was classified as long- ----------------------------------- term debt based on CSX's ability and August and November intent to maintain the debt outstanding ------------------ for more than one year. At July 28, 2000, the weighted average maturity of Interest Determination Dates: 2nd CSX's outstanding commercial paper was --- approximately 36 days and the weighted London Market Day preceding each average interest rate was approximately -------------------------------- 6.74%. Interest Reset Date -------------------