CSX CORP (Form: 8-K, Received: 10/27/2003 10:38:58)

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): October 27, 2003

CSX CORPORATION

(Exact name of registrant as specified in its charter)

Virginia

(State or other jurisdiction of

incorporation or organization)

2-63273

(Commission File No.)

62-1051971

(I.R.S. Employer

Identification No.)

500 Water Street, 15th Floor, Jacksonville, FL

(Address of principal executive offices)

32202

(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 ITEMS

On October 27, 2003, the Corporation announced that it will make a one-time cash payment of $23.00 per $1,000 aggregate principal amount at maturity to holders of its Zero Coupon Convertible Debentures due 2021 (the “Debentures”) who do not require the Corporation to purchase their Debentures on October 30, 2003 and are holders of record as of the close of business on October 31, 2003. In addition, the Corporation announced that effective as of October 27, 2003, it amended the terms of the Debentures to permit holders of the Debentures, at their option, to cause the Corporation to purchase the Debentures on October 30, 2005, at their accreted value of $852.48 per $1,000 principal amount at maturity.

A copy of the Fifth Supplemental Indenture, dated as of October 27, 2003, which amends the terms of the Debentures, is attached hereto as Exhibit 4.1 and is incorporated herein by reference. A copy of CSX’s press release announcing the one-time cash payment and the additional purchase option is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 7.

FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

The following exhibits are filed as part of this report.


4.1		Fifth Supplemental Indenture, dated as of October 27, 2003

99.1		Press Release of October 27, 2003

ITEM 9.

REGULATION FD DISCLOSURE

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

This is a summary of certain United States federal income tax considerations regarding

•

the one-time cash payment by the Corporation to holders of Debentures who are holders of record on October 31, 2003, and

•

the amendment of the terms of the Debentures to provide for an additional purchase option on October 30, 2005,

and, accordingly, should be read in conjunction with the disclosure under the heading “Certain United States Federal Income Tax Considerations” (hereinafter referred to as the “Prospectus Supplement Tax Disclosure”) in the Corporation’s Prospectus Supplement, dated October 24, 2001, filed with the Securities Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on October 26, 2001. Terms used, but not defined, herein have the meaning given to them in the Prospectus Supplement Tax Disclosure. This summary is based upon the Internal Revenue Code of 1986, as amended, Treasury regulations, administrative rulings and judicial decisions now in effect, all of which are subject to change (including retroactive changes) or possible differing interpretations. This discussion applies to United States Holders who acquired Debentures

at their issue price in the initial offering and who hold them as capital assets. Furthermore, the discussion does not address the United States federal income tax considerations that may be relevant to holders of the Debentures who may be subject to special United States federal income tax rules as listed in the Prospectus Supplement Tax Disclosure. This summary is intended for general information only, and does not describe all of the United States federal income tax considerations that may be relevant to holders of the Debentures in light of their particular circumstances.

Holders of the Debentures should be aware that, due to the factual nature of the inquiry and the absence of relevant legal authorities, there is some uncertainty under current United States federal income tax law as to the appropriate treatment of the one-time cash payment and the additional purchase option. No statutory, administrative or judicial authority directly addresses the treatment of the one-time cash payment and the additional purchase option for United States federal income tax purposes. The Corporation has not obtained, nor does it intend to obtain, a ruling from the Internal Revenue Service with respect to the United States federal income tax consequences of the one-time cash payment and the additional purchase option. Accordingly, no assurance can be given that the Internal Revenue Service will agree with any positions taken by the Corporation, or that a court will not sustain any challenge by the Internal Revenue Service in the event of litigation.

Holders of the Debentures are urged to consult their own tax advisors with respect to the United States federal, state, local and other tax considerations regarding the one-time cash payment and the additional purchase option in light of their particular circumstances.

As described in the Prospectus Supplement Tax Disclosure, the Corporation has treated the Debentures, and intends to continue to treat the Debentures, as contingent payment debt instruments for United States federal income tax purposes, and holders have agreed pursuant to the terms of the Debentures to be bound by that United States federal income tax treatment.

The Corporation will make a one-time cash payment to holders of the Debentures who are holders of record on October 31, 2003 and has amended the terms of the Debentures to provide for an additional purchase option on October 30, 2005. Under general principles of United States federal income tax law, such a modification of the terms of a debt instrument, whether or not evidenced by a physical surrender of the debt instrument for a newly-issued debt instrument, may be treated as an exchange in which gain or loss is realized if the modified debt instrument differs materially either in kind or extent from the original debt instrument. In this regard, applicable Treasury regulations provide that, as a general rule, an exchange occurs when, based on all the facts and circumstances and taking into account all changes in the terms of the debt instrument collectively, the legal rights or obligations that are altered, and the degree to which they are altered, are economically significant (a “significant modification”).

While the matter is not free from doubt, the Corporation believes that the one-time cash payment and the additional purchase option, taken together, should not constitute a “significant modification” of the Debentures under the applicable Treasury regulations. Accordingly, for United States federal income tax purposes, the Corporation intends to treat United States Holders of the Debentures as continuing to hold their Debentures rather than as being deemed to exchange their existing Debentures for new debentures. As a result, United States Holders of the Debentures would continue to accrue interest income on the Debentures at the “comparable yield,” as described in the Prospectus Supplement Tax Disclosure, regardless of whether they use the cash or accrual

method of tax accounting. Moreover, the additional one-time cash payment received by United States Holders should be included in gross income by United States Holders as additional interest income.

If, contrary to the Corporation’s expectations, the one-time cash payment and the additional purchase option were to constitute a significant modification of the Debentures for United States federal income tax purposes, United States Holders would be treated as having exchanged their existing Debentures for amended debentures providing an additional purchase option in 2005 and the one-time cash payment. In that event, a United States Holder would realize gain or loss in an amount equal to the difference between its amount realized on the exchange (i.e., the fair market value of the amended debentures including the amount of the one-time cash payment) and its adjusted basis in the existing Debentures immediately prior to the exchange. Any loss realized on the exchange would generally constitute ordinary loss to the extent of income previously accrued by a United States Holder in respect of the Debentures, and thereafter, capital loss. However, if the deemed exchange were to qualify as a recapitalization, within the meaning of section 368(a)(1)(E) of the Internal Revenue Code, no gain realized by a United States Holder would be recognized (except to the extent of the cash received), and no loss would be recognized by such United States Holder.

If the one-time cash payment and additional purchase option were to constitute a significant modification giving rise to a deemed exchange of the Debentures for amended debentures, the amended debentures would be treated as contingent payment debt instruments that are newly issued at an initial issue price equal to the fair market value of the amended debentures on the date of the deemed exchange. A United States Holder would be required to use a newly determined comparable yield and projected payment schedule as of the date of the deemed exchange to account for the amended debentures as otherwise described in the Prospectus Supplement Tax Disclosure.

The foregoing summary is intended for general information only and does not purport to address all of the United States federal income and other tax considerations regarding the one-time cash payment and the additional purchase option. Because the United States federal income tax treatment of the one-time cash payment and additional purchase option is uncertain, holders of the Debentures are encouraged to consult their own tax advisors regarding the United States federal, state, local and other tax considerations that may be relevant to them based upon their particular circumstances.

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/ D AVID A. B OOR
		David A. Boor
		Vice President and Treasurer

Date: October 27, 2003

EXHIBIT LIST

Exhibit		Description
4.1		Fifth Supplemental Indenture, dated as of October 27, 2003

99.1		Press Release of October 27, 2003

EXHIBIT 4.1

CSX CORPORATION

AND

JPMORGAN CHASE BANK

FIFTH SUPPLEMENTAL

INDENTURE

Dated as of October 27, 2003

Zero Coupon Convertible Debentures due 2021

FIFTH SUPPLEMENTAL INDENTURE dated as of October 27, 2003, between CSX Corporation, a Virginia corporation (the “Company”), and JPMorgan Chase Bank, formerly The Chase Manhattan Bank, a New York banking corporation, as trustee (the “Trustee”).

RECITALS OF THE COMPANY

WHEREAS, the Company has heretofore executed and delivered to the Trustee a certain indenture, dated as of August 1, 1990 and supplemented by the First Supplemental Indenture (the “First Supplemental Indenture”) dated as of June 15, 1991, the Second Supplemental Indenture dated as of May 6, 1997 (the “Second Supplemental Indenture”), the Third Supplemental Indenture dated as of April 22, 1998 (the “Third Supplemental Indenture”), and the Fourth Supplemental Indenture dated as of October 30, 2001 (the “Fourth Supplemental Indenture”) (the indenture, as so supplemented and as further supplemented herein, is herein called the “Indenture”), pursuant to which one or more series of unsecured debentures, securities or other evidence of indebtedness of the Company (herein called the “Securities”) may be issued from time to time;

WHEREAS, Section 901 of the Indenture provides that the Company, when authorized by a Board Resolution, and the Trustee may at any time and from time to time enter into one or more indentures supplemental to the Indenture for the purpose, among other things, of (i) adding to the covenants of the Company for the benefit of the Holders of all or any series of Securities or (ii) making any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect;

WHEREAS, the Company desires to amend the covenants and agreements contained in the Fourth Supplemental Indenture and the 2001 Convertible Securities to provide each Holder with the option to require the Company to purchase the 2001 Convertible Securities held by such Holder as of October 30, 2005 at a purchase price of $852.48 per $1,000 principal amount at maturity, which price is equal to the Accreted Value of such 2001 Convertible Securities up to but not including October 30, 2005; and

WHEREAS, all things necessary to make this Fifth Supplemental Indenture a valid agreement of the Company and the Trustee and a valid amendment of and supplement to the Indenture have been done.

NOW, THEREFORE, THIS FIFTH SUPPLEMENTAL INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the 2001 Convertible Securities by the Holders thereof and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is mutually covenanted and agreed as follows:

ARTICLE ONE

RELATION TO INDENTURE, DEFINITIONS

Section 1.1 Relation to Indenture . This Fifth Supplemental Indenture constitutes an integral part of the Indenture.

Section 1.2 Definitions . For all purposes of this Fifth Supplemental Indenture:

(a) Capitalized terms used herein without definition shall have the meanings specified in the Indenture; and

(b) The terms “herein,” “hereof,” “hereunder” and other words of similar import refer to this Fifth Supplemental Indenture.

ARTICLE TWO

AMENDMENTS

Section 2.1 Amendment to Section 4.7(a) of the Fourth Supplemental Indenture .

(a) The introductory paragraph of Section 4.7(a) of the Fourth Supplemental Indenture beginning with “(a) General . 2001 Convertible Securities shall be purchased . . .” and ending immediately before Section 4.7(a)(i) is amended and restated in its entirety as follows:

“(a) General . 2001 Convertible Securities shall be purchased by the Company pursuant to Section 6 of the 2001 Convertible Securities at the option of the Holder on October 30, 2003, October 30, 2005, October 30, 2006, October 30, 2008, October 30, 2011 and October 30, 2016 (each, a “Purchase Date”), at a purchase price per 2001 Convertible Security equal to the Accreted Value up to but not including such Purchase Date or, if the Company has elected to restate the principal amount of the 2001 Convertible Securities and pay cash interest on the 2001 Convertible Securities following the occurrence of a Tax Event, at a purchase price per 2001 Convertible Security equal to the Restated Principal Amount plus accrued and unpaid cash interest, if any, up to but not including the Purchase Date (in either such case, the “Purchase Price”). Purchases of 2001 Convertible Securities hereunder shall be made, at the option of the Holder thereof, upon:”

(b) The first line of Section 4.7(a)(i)(D) of the Fourth Supplemental Indenture is amended by deleting the word “three” and inserting the word “four” in lieu thereof.

(c) The penultimate paragraph of Section 4.7(a) of the Fourth Supplemental Indenture is amended and restated in its entirety as follows:

“Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Purchase Notice contemplated by this Section 4.7(a) shall have the right to withdraw such Purchase Notice in accordance with Section 4.9.”

Section 2.2 Amendment to Section 4.7(b) of the Fourth Supplemental Indenture . The first sentence of Section 4.7(b) of the Fourth Supplemental Indenture is amended by deleting the word “three” and inserting the word “four” in lieu thereof.

Section 2.3 Amendment to Section 4.7(c) of the Fourth Supplemental Indenture . The first sentence of Section 4.7(c) of the Fourth Supplemental Indenture is amended by deleting the word “three” and inserting the word “four” in lieu thereof.

Section 2.4 Amendment to Section 4.7(d) of the Fourth Supplemental Indenture . The first sentence of Section 4.7(d) of the Fourth Supplemental Indenture is amended by deleting the word “three” and inserting the word “four” in lieu thereof.

Section 2.5 Amendment to Section 4.9 of the Fourth Supplemental Indenture . Section 4.9 of the Fourth Supplemental Indenture is amended by inserting the following paragraph immediately before the last paragraph of Section 4.9:

“Notwithstanding anything herein to the contrary, the Company may, in its sole discretion, extend the delivery deadline for any notice of withdrawal to and including any time prior to close of business on the Purchase Date.”

Section 2.6 Amendments to Exhibit A-1 and Exhibit A-2 of the Fourth Supplemental Indenture .

(a) The first paragraph of Section 6 ( Purchase By the Company at the Option of the Holder ) of each of Exhibit A-1 and Exhibit A-2 to the Fourth Supplemental Indenture is amended and restated in its entirety as follows:

“Subject to the terms and conditions of the Fourth Supplemental Indenture, the Company shall become obligated to purchase, at the option of the Holder, all or any portion of the Securities held by such Holder on October 30, 2003, October 30, 2005, October 30, 2006, October 30, 2008, October 30, 2011 and October 30, 2016 (each a “Purchase Date”) at a purchase price per Security equal to the Purchase Price ( provided that, if the Company has elected to pay cash interest upon the occurrence of a Tax Event and if the Purchase Date is on or after an interest record date but on or prior to the related Interest Payment Date, interest shall be payable to the Holders in whose names the Securities are registered at the close of business on the relevant record date) upon delivery of a Purchase Notice containing the information set forth in the Fourth Supplemental Indenture, at any time from the opening of business on the date that is 20 Business Days prior to such Purchase Date until the close of business on the fifth Business Day prior to such Purchase Date, and upon delivery of the Securities to the Paying Agent by the Holder as set forth in the Fourth Supplemental Indenture.”

(b) The tables contained in Section 6 ( Purchase By the Company at the Option of the Holder ) of each of Exhibit A-1 and Exhibit A-2 to the Fourth Supplemental Indenture are amended and restated in their entirety to provide as follows:

“Purchase Date	Purchase Price
October 30, 2003	$	835.65
October 30, 2005	$	852.48
October 30, 2006	$	861.03
October 30, 2008	$	878.38
October 30, 2011	$	905.06
October 30, 2016	$	951.35	”

(c) The first sentence of the third paragraph of Section 6 ( Purchase By the Company at the Option of the Holder ) in each of Exhibit A-1 and Exhibit A-2 to the Fourth Supplemental Indenture is amended by deleting the word “three” and inserting the word “four” in lieu thereof.

ARTICLE THREE

MISCELLANEOUS PROVISIONS

Section 3.1 Incorporation of Indenture . All provisions of this Fifth Supplemental Indenture shall be deemed to be incorporated in, and made a part of, the Indenture; and the Indenture, as supplemented by this Fifth Supplemental Indenture, shall be read, taken and construed as one and the same instrument and shall be binding upon all the Holders of 2001 Convertible Securities. The terms “Fourth Supplemental Indenture,” “herein,” “hereof,” “hereunder” and other words of similar import as used in the Fourth Supplemental Indenture, shall mean the Fourth Supplemental Indenture as amended and supplemented by this Fifth Supplemental Indenture.

Section 3.2 Counterparts . This Fifth Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 3.3 Modification of 2001 Convertible Securities . In order to give effect to this Fifth Supplemental Indenture, the modification, annotation and/or exchange of the 2001 Convertible Securities shall be evidenced by a substitution of the relevant page(s) thereto or by delivery of one or more new Global Securities, as appropriate.

Section 3.4 Separability Clause . In case any provision of this Fifth Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 3.5 Successors and Assigns . All covenants and agreements in this Fifth Supplemental Indenture by the Company and the Trustee shall bind their respective successors and assigns, whether so expressed or not.

Section 3.6 Benefits of Fifth Supplemental Indenture . Nothing in this Fifth Supplemental Indenture, express or implied, shall give any person, other than the parties hereto and their successors hereunder and the Holders of 2001 Convertible Securities issued on or after October 30, 2001, any benefit or any legal or equitable right, remedy or claim under this Fifth Supplemental Indenture. Except as expressly supplemented or amended as set forth in this Fifth

Supplemental Indenture, the Indenture is hereby ratified and confirmed, and all the terms, provisions and conditions thereof shall be and continue in full force and effect. The Trustee accepts the trusts created by the Indenture, as amended and supplemented by this Fifth Supplemental Indenture, and agrees to perform the same upon the terms and conditions in the Indenture as amended and supplemented by this Fifth Supplemental Indenture.

IN WITNESS WHEREOF, the undersigned, being duly authorized, have executed this Fifth Supplemental Indenture on behalf of the respective parties hereto as of the date first above written.

CSX CORPORATION

By:		/s/ David A. Boor

Name:		David A. Boor
Title:		Vice President and Treasurer

JPMORGAN CHASE BANK, as Trustee

By:		/s/ William G. Keenan

Name:		William G. Keenan
Title:		Assistant Vice President

EXHIBIT 99.1

CSX CORPORATION ANNOUNCES ONE-TIME CASH PAYMENT

AND ADDITIONAL PURCHASE OPTION FOR CONVERTIBLE DEBENTURES

JACKSONVILLE, Fla. – October 27, 2003 – CSX Corporation (NYSE: CSX) today announced that it will make a one-time cash payment to holders of its Zero Coupon Convertible Debentures due 2021 who do not require CSX to purchase their Debentures on October 30, 2003. Additionally, CSX announced that it has amended the terms of the Debentures to add an additional date, October 30, 2005, on which investors may require CSX to purchase the Debentures.

The terms of the Debentures require CSX to purchase Debentures on October 30, 2003 from each holder who delivers a purchase notice for some or all of the holder’s Debentures and does not withdraw that notice in accordance with the procedures of The Depository Trust Company by October 28, 2003.

Each holder of record as of the close of business on October 31, 2003 will receive on November 5, 2003 $23.00 for every $1,000 aggregate principal amount at maturity of Debentures held. This payment is equivalent to approximately 2.75% of each Debenture’s accreted value as of October 30, 2003 and 2.30% of each Debenture’s principal amount at maturity. Debenture holders who have submitted a purchase notice by October 23, 2003 and do not withdraw that notice in accordance with The Depository Trust Company’s procedures by October 28, 2003, will receive the scheduled purchase price of $835.65 in cash per $1,000 principal amount at maturity of the Debentures promptly following the later of October 30, 2003 and the book-entry transfer of the Debentures to JPMorgan Chase Bank, as trustee for the Debentures.

The amendment to the terms of the Debentures permits holders of the Debentures, at their option, to cause CSX to purchase the Debentures on October 30, 2005, at their accreted value of $852.48 per $1,000 principal amount at maturity. CSX may satisfy this additional purchase option in cash, shares of its common stock or a combination of cash and stock. The specific terms of this additional purchase option have been set forth in a supplemental indenture. That supplemental indenture will be filed today with the Securities and Exchange Commission under a Form 8-K. The Form 8-K also will include a discussion of certain U.S. federal income tax aspects of the additional purchase option and one-time cash payment.

Debenture holders should discuss with their financial advisors, accountants and tax professionals the tax implications of receiving the one-time cash payment, CSX’s amendment to the Debentures and the advisability of not exercising their option to require CSX to purchase their Debentures.

CSX Corporation, based in Jacksonville, Fla., owns one of the largest rail networks in the United States. CSX Transportation, Inc. and its 34,000 employees provide rail transportation services over a 23,000 route-mile network in 23 states, the District of Columbia and two Canadian provinces. CSX Corporation also provides intermodal and global container terminal operations through other subsidiaries. More information about CSX is available at its internet address: www.csx.com .

###

This press release and other statements by the Company contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act with respect to, among other items: projections and estimates of earnings, revenues, cost-savings, expenses, or other financial items; statements of management’s plans, strategies and objectives for future operation, and management’s expectations as to future performance and operations and the time by which objectives will be achieved; statements concerning proposed new products and services; and statements regarding future economic, industry or market conditions or performance. Forward-looking statements are typically identified by words or phrases such as “believe,” “expect,” “anticipate,” “project,” and similar expressions. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise any forward-looking statement. If the Company does update any forward-looking statement, no inference should be drawn that the Company will make additional updates with respect to that statement or any other forward-looking statements.

Forward-looking statements are subject to a number of risks and uncertainties, and actual performance or results could differ materially from that anticipated by these forward-looking statements. Factors that may cause actual results to differ materially from those contemplated by these forward-looking statements include, among others: (i) the Company’s success in implementing its financial and operational initiatives, (ii) changes in domestic or international economic or business conditions, including those affecting the rail industry (such as the impact of industry competition, conditions, performance and consolidation); (iii) legislative or regulatory changes; and (iv) the outcome of claims and litigation involving or affecting the Company. Other important assumptions and factors that could cause actual results to differ materially from those in the forward-looking statements are specified in the Company’s SEC reports, accessible on the SEC’s website at www.sec.gov and the Company’s website at www.csx.com.