-----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, C0kPXebbK2Iu3cnExh7OxlV4XuijvzUOe6SLKgNzqzMt/F7QN7YKVTAmAmqO1Pjj lBFBY/3Pfjs3m9o2kVobIw== 0000950157-08-000395.txt : 20080515 0000950157-08-000395.hdr.sgml : 20080515 20080515163852 ACCESSION NUMBER: 0000950157-08-000395 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080515 DATE AS OF CHANGE: 20080515 EFFECTIVENESS DATE: 20080515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CSX CORP CENTRAL INDEX KEY: 0000277948 STANDARD INDUSTRIAL CLASSIFICATION: RAILROADS, LINE-HAUL OPERATING [4011] IRS NUMBER: 621051971 STATE OF INCORPORATION: VA FISCAL YEAR END: 1226 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08022 FILM NUMBER: 08838436 BUSINESS ADDRESS: STREET 1: 500 WATER STREET STREET 2: 15TH FLOOR CITY: JACKSONVILLE STATE: FL ZIP: 32202 BUSINESS PHONE: 9043593200 MAIL ADDRESS: STREET 1: 500 WATER STREET STREET 2: 15TH FLOOR CITY: JACKSONVILLE STATE: FL ZIP: 32202 DEFA14A 1 defa14a.htm SCHEDULE 14A defa14a.htm
 
SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.      )
Filed by the Registrant  x

Filed by a Party other than the Registrant  o


Check the appropriate box:

o
Preliminary Proxy Statement
o
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o
Definitive Proxy Statement
x
Definitive Additional Materials
o
Soliciting Material under Rule 14a-12


CSX Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
Payment of Filing Fee (Check the appropriate box):
 
ý
No fee required.
¨
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
 
(1)
Title of each class of securities to which transaction applies:
   
 
(2)
Aggregate number of securities to which transaction applies:
   
 
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
   
 
(4)
Proposed maximum aggregate value of transaction:
   
 
(5)
Total fee paid:
   

¨
Fee paid previously with preliminary materials.
¨
Check box if any part of the fee is offset as provided by Exchange Act Rule  0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
 
 
 
 

 
 
(1)
Amount Previously Paid:
   
 
(2)
Form, Schedule or Registration Statement No.:
   
 
(3)
Filing Party:
   
 
(4)
Date Filed:
   
 
On May 15, 2008, CSX Corporation issued an employee communication attached hereto as Exhibit 99.1.
 EX-99.1 2 ex99-1.htm EMPLOYEE COMMUNICATION ex99-1.htm
 
Exhibit 99.1
 
Dear CSX Employee - --

I am pleased to direct your attention to our latest letter to shareholders, which has been filed, along with an investor presentation, with the Securities and Exchange Commission.  The letter is posted on the Gateway under News and Announcements.

This communication is part of the proxy process in which we provide shareholders with information and voting materials related to matters that will be discussed and voted on at the 2008 annual meeting of shareholders.

You will find that the letter and presentation directly address many of the unfounded criticisms of the TCI group, which seeks to gain seats on the Company's Board of Directors.  We have released today’s letter and presentation because our shareholders are entitled to accurate information.  We are obligated to set the record straight.  Our company has delivered outstanding financial and operational results, and has concrete plans to continue creating shareholder value.

The CSX Board of Directors recommends that shareholders re-elect its experienced and highly qualified directors and support the Board’s efforts to create additional value by promptly voting the WHITE proxy card by telephone, Internet or mail.  CSX also strongly urges shareholders to disregard any blue proxy card sent by The Children’s Investment Fund (“TCI”) or other members of TCI’s group, including 3G Capital Partners.

CSX shareholders who have any questions or need assistance voting their WHITE proxy card should contact Innisfree M&A Incorporated, which is assisting the company in this matter, toll-free at 877-750-9497.

In addition to the letter posted on the Gateway, the investor presentation and letter to shareholders are available on the company's annual meeting website at http://2008annualmeeting.csx.com or at the SEC's website at www.sec.gov.

With your help, CSX has become stronger than ever.  We greatly appreciate your continuing contributions to our success.

Sincerely,


Michael Ward

IMPORTANT INFORMATION

In connection with the 2008 annual meeting of shareholders, CSX Corporation ("CSX") has filed with the SEC and mailed to shareholders a definitive Proxy Statement dated April 25, 2008.  Security holders are strongly advised to read the definitive Proxy Statement because it contains important information. Security holders may obtain a free copy of the definitive Proxy Statement and any other documents filed by CSX with the SEC at the SEC’s website at www.sec.gov. The definitive Proxy Statement and these other documents may also be obtained for free from CSX by directing a request to CSX Corporation, Attn: Investor Relations, David Baggs, 500 Water Street C110, Jacksonville, FL 32202.  CSX, its directors, director nominee and certain named executive officers and employees may be deemed to be participants in the solicitation of CSX’s security holders in connection with its 2008 Annual Meeting. Security holders may obtain information regarding the names, affiliations and interests of such individuals in CSX’s definitive Proxy Statement and its May 15, 2008 letter to shareholders filed with the SEC as definitive additional soliciting materials.
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