Current Report
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): October 29, 2002
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 File No.) |
|
(I.R.S. Employer 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
On October 29, 2002, CSX Corporation (the “Company”) entered into an Underwriting Agreement (the “Underwriting
Agreement”) with Salomon Smith Barney Inc., as representative (the “Representative”) for the underwriters named therein (collectively, the “Underwriters”), for the public offering of $200,000,000 aggregate principal amount
of the Company’s 4.875% Notes due 2009 (the “Notes”). The Notes will be issued pursuant to an indenture dated as of August 1, 1990 between the Company and JPMorgan Chase Bank, formerly The Chase Manhattan Bank, as trustee, as
supplemented by a First Supplemental Indenture dated as of June 15, 1991, a Second Supplemental Indenture dated as of May 6, 1997, a Third Supplemental Indenture dated as of April 22, 1998, and a Fourth Supplemental Indenture dated as of October 30,
2001, and an Action of Authorized Pricing Officers dated October 29, 2002. The Notes have been registered under the Securities Act of 1933, as amended (the “Act”), by a Registration Statement on Form S-3 (Registration No. 333-84016) which
was declared effective March 20, 2002. On October 30, 2002, the Company filed with the Securities and Exchange Commission, pursuant to Rule 424(b)(5) under the Act, its Prospectus, dated March 20, 2002, and Prospectus Supplement, dated October 29,
2002, pertaining to the offering and sale of the Notes.
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.
| |
| 1.1 |
|
Underwriting Agreement, dated October 29, 2002, among the Company and the Underwriters |
| |
| 4.1 |
|
Action of Authorized Pricing Officers dated October 29, 2002 |
| |
| 4.2 |
|
Form of Note |
| |
| 5.1 |
|
Opinion of McGuireWoods LLP as to the validity of the Notes |
| |
| 12.1 |
|
Calculation of Ratio of Earnings to Fixed Charges |
| |
| 23.1 |
|
Consent of McGuireWoods LLP contained in the opinion filed as Exhibit 5.1 |
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, hereunto duly
authorized.
| CSX CORPORATION |
| |
| By: |
|
/s/ DAVID A. BOOR
|
| |
|
David A. Boor Vice President
and Treasurer |
Date: October 30, 2002
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EXHIBIT LIST
| Exhibit
|
|
Description
|
| |
| 1.1 |
|
Underwriting Agreement, dated October 29, 2002, among the Company and the Underwriters |
| |
| 4.1 |
|
Action of Authorized Pricing Officers dated October 29, 2002 |
| |
| 4.2 |
|
Form of Note |
| |
| 5.1 |
|
Opinion of McGuireWoods LLP as to the validity of the Notes |
| |
| 12.1 |
|
Calculation of Ratio of Earnings to Fixed Charges |
| |
| 23.1 |
|
Consent of McGuireWoods LLP contained in the opinion filed as Exhibit 5.1 |
4