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CSX > SEC Filings for CSX > Form 8-K on 21-Jul-2014All Recent SEC Filings

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Form 8-K for CSX CORP


21-Jul-2014

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or


Item 1.01. Entry into a Material Definitive Agreement

On July 16, 2014, CSX Corporation (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") with Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. LLC and UBS Securities LLC, as representatives of the Underwriters named therein (the "Underwriters") for the public offering of $550,000,000 aggregate principal amount of the Company's 3.400% Notes due 2024 (the "2024 Notes") and $450,000,000 aggregate principal amount of the Company's 4.500% Notes due 2054 (the "2054 Notes," and together with the 2024 Notes, the "Notes"). The Notes were issued pursuant to an indenture, dated as of August 1, 1990, between the Company and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), successor to JPMorgan Chase Bank, N.A. (formerly known as 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, a Fourth Supplemental Indenture dated as of October 30, 2001, a Fifth Supplemental Indenture dated as of October 27, 2003, a Sixth Supplemental Indenture dated as of September 23, 2004, a Seventh Supplemental Indenture dated as of April 25, 2007 and an Eighth Supplemental Indenture dated as of March 24, 2010 (collectively, the "Indenture"), and an Action of Authorized Pricing Officers dated as of July 16, 2014. The Notes have been registered under the Securities Act of 1933, as amended (the "Act"), by a Registration Statement on Form S-3ASR (Registration No. 333-186715) which became effective February 15, 2013. On July 17, 2014, the Company filed with the Securities and Exchange Commission, pursuant to Rule 424(b)(2) under the Act, its Prospectus, dated February 15, 2013, and Prospectus Supplement, dated July 16, 2014, pertaining to the offering and sale of the Notes.

The forms of the 2024 Notes and the 2054 Notes are filed as Exhibits 4.2 and 4.3, respectively, to this Report, and are incorporated by reference in this Report.



Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

See Item 1.01.



Item 9.01. Financial Statements and Exhibits

(d) Exhibits required to be filed by Item 601 of Regulation S-K.

The following exhibits are filed as a part of this Report.

Exhibit
  No.                                    Description

 1.1        Underwriting Agreement, dated July 16, 2014, among CSX Corporation and
            Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC,
            Morgan Stanley & Co. LLC and UBS Securities LLC, as representatives of
            the underwriters named therein.

 4.1        Action of Authorized Pricing Officers of CSX Corporation dated July
            16, 2014.

 4.2        Form of 2024 Notes.

 4.3        Form of 2054 Notes.

 5.1.1      Opinion of Davis Polk & Wardwell LLP.

 5.1.2      Opinion of Ellen M. Fitzsimmons, Executive Vice President - Law &
            Public Affairs and Corporate Secretary of CSX Corporation.

12.1        Computation of Ratio of Earnings to Fixed Charges

23.1.1      Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1.1).

23.1.2      Consent of Ellen M. Fitzsimmons, Executive Vice President - Law &
            Public Affairs and Corporate Secretary of CSX Corporation (included in
            Exhibit 5.1.2).


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