UNITED STATES
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): July 29, 2004
CSX CORPORATION
(Exact name of registrant as specified in its charter)
Virginia
(State or other jurisdiction of
incorporation or organization)
| 001-08022 | 62-1051971 | |
| (Commission File No.) |
(I.R.S. Employer Identification No.) |
500 Water Street, 15th Floor, Jacksonville, FL 32202
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:
(904) 359-3200
N/A
(Former name or former address, if changed since date of last report)
ITEM 5. OTHER EVENTS
On July 29, 2004, CSX Corporation (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Barclays Capital Inc. and UBS Securities LLC (collectively, the “Underwriters”) for the public offering of $300,000,000 aggregate principal amount of the Company’s Floating Rate Notes due 2006 (the “Notes”). Interest on the Notes will be based on the Three Month LIBOR Rate plus 30 basis points (0.30%) and will be reset quarterly. 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 and amended, and an Action of Authorized Pricing Officers dated July 29, 2004. 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. 333-113637) which was declared effective March 31, 2004. On July 30, 2004, the Company filed with the Securities and Exchange Commission, pursuant to Rule 424(b)(5) under the Act, its Prospectus, dated March 31, 2004, and Prospectus Supplement, dated July 29, 2004, 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.
| 4.1 | Action of Authorized Pricing Officers dated July 29, 2004 | |
| 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 | |
2
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 – Tax and Treasurer | ||
Date: July 30, 2004
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EXHIBIT LIST
| Exhibit |
Description | |
| 4.1 | Action of Authorized Pricing Officers dated July 29, 2004 | |
| 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 | |
E-1