CSX Corp – ‘8-K’ for 5/23/97

As of:  Wednesday, 6/4/97   ·   For:  5/23/97   ·   Accession #:  277948-97-15   ·   File #:  2-63273

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         5     22K 
 2: EX-10       Amended and Restated Credit Agreement                 79±   291K 
 3: EX-15       Awareness Letter of Price Waterhouse LLP               1      7K 
 4: EX-23       Consent of Price Waterhouse LLP                        1      7K 
 5: EX-99.1     Joint Press Release Issued 5/27/97                     2±     9K 
 6: EX-99.2     Joint Press Release Issued 6/3/97                      1      7K 
 7: EX-99.3     Audited F/S of Conrail at 12/31/96 & 12/31/95         23±    98K 
 8: EX-99.4     Unaudited F/S of Conrail at 3/31/97 & 3/31/96          4     23K 
 9: EX-99.5     Pro Forma Consolidated Financial Statements            9     39K 

8-K   —   Current Report
Document Table of Contents

8-K
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              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): May 23, 1997

             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                                    (I.R.S. Employer
              File No.)                                    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

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ITEM 5.        OTHER EVENTS                                                     

     On May 23, 1997,  the joint tender offer (the "Joint Tender  Offer") of CSX
Corporation  (the "Company") and Norfolk Southern  Corporation  ("NSC") expired.
The Joint Tender Offer was made pursuant to an agreement between the Company and
NSC dated as of April 8, 1997 (the "CSX/NSC Agreement"). It was effected through
Green Acquisition Corp.  ("Green", a subsidiary jointly owned by the Company and
NSC) for the outstanding shares of Conrail Inc. ("Conrail") not already owned by
Green, the Company and NSC. Most of such outstanding shares were acquired in the
Joint Tender Offer.  The Company's  joint press release with NSC  announcing the
expiration  of the Joint  Tender Offer is included as Exhibit 99.1 hereto and is
incorporated herein by reference.                                               

     On June 2, 1997, a subsidiary company wholly-owned by Green merged with and
into Conrail.  In the merger, all Conrail shares not already owned by Green, the
Company and NSC were converted into the right to receive $115 cash per share and
the remaining  Conrail shares were cancelled.  The Company's joint press release
with NSC  announcing  the  completion  of the merger is included as Exhibit 99.2
hereto and is incorporated herein by reference.                                 

     The Company  entered  into a  $2,500,000,000  Amended and  Restated  Credit
Agreement,  dated as of May 20,  1997,  among the Company,  the lenders  parties
thereto, Bank of America National Trust and Savings Association and Nationsbank,
N.A., as Co-Syndication Agents, The Bank of Nova Scotia, as Documentation Agent,
and The Chase Manhattan Bank, as Administrative  Agent. The Amended and Restated
Credit  Agreement is included as Exhibit 10.1 hereto and is incorporated  herein
by reference.                                                                   

ITEM 7.        FINANCIAL STATEMENTS AND EXHIBITS                                

(c)    Exhibits                                                 

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

                10.1      Amended and  Restated  Credit  Agreement,  dated as of
                          May 20, 1997,  among the Company,  the lenders parties
                          thereto,  Bank of America  National  Trust and Savings
                          Association and Nationsbank,  N.A., as  Co-Syndication
                          Agents,  The  Bank of Nova  Scotia,  as  Documentation
                          Agent,    and   The   Chase    Manhattan    Bank,   as
Administrative Agent.       

                15.1      Awareness letter of Price Waterhouse LLP,  Independent
Accountants.                

                23.1      Consent   of   Price   Waterhouse   LLP,   Independent
Accountants.                

                99.1      Joint press  release  issued by the Company and NSC on
May 27, 1997.               

                99.2      Joint press  release  issued by the Company and NSC on
June 3, 1997.               

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                99.3      The  audited   Consolidated   Statements   of  Income,
                          Consolidated  Statements of  Stockholders'  Equity and
                          Consolidated  Statements  of Cash Flows of Conrail for
                          each  of the  years  in the  three-year  period  ended
                          December  31,  1996,  and  the  Consolidated   Balance
                          Sheets of Conrail at December  31,  1996 and  December
31, 1995.                   

                99.4      The  unaudited  Condensed  Consolidated  Statements of
                          Income and Condensed  Consolidated  Statements of Cash
                          Flows of Conrail for each of the quarters  ended March
                          31,  1997 and  1996,  and the  Condensed  Consolidated
                   Balance Sheets of Conrail at March 31, 1997 and
December 31, 1996.          

                99.5      Pro forma condensed  consolidated financial statements
                          of the Company as of and for the fiscal  quarter ended
                          March 28, 1997 and the fiscal year ended  December 27,
                          1996,  adjusted  to  reflect  its  acquisition  of  an
interest in Conrail.        

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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/ MARK G. ARON
                                    Mark G. Aron
                                                  Executive Vice President -
                                                    Law and Public Affairs

Date:  June 4, 1997                                                             

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              EXHIBIT LIST

Exhibit                                   Description                           

   10.1     Amended and  Restated  Credit  Agreement,  dated as of May 20, 1997,
            among the  Company,  the lenders  parties  thereto,  Bank of America
            National Trust and Savings  Association  and  Nationsbank,  N.A., as
            Co-Syndication  Agents,  The Bank of Nova Scotia,  as  Documentation
     Agent, and The Chase Manhattan Bank, as Administrative Agent.

 15.1     Awareness letter of Price Waterhouse LLP, Independent Accountants.

23.1     Consent of Price Waterhouse LLP, Independent Accountants.        

 99.1     Joint press release issued by the Company and NSC on May 27, 1997.

 99.2     Joint press release issued by the Company and NSC on June 3, 1997.

   99.3     The  audited   Consolidated   Statements  of  Income,   Consolidated
            Statements of Stockholders'  Equity and  Consolidated  Statements of
            Cash Flows of Conrail for each of the years in the three-year period
            ended  December 31, 1996,  and the  Consolidated  Balance  Sheets of
Conrail at December 31, 1996 and December 31, 1995.     

   99.4     The  unaudited  Condensed  Consolidated  Statements  of  Income  and
            Condensed Consolidated  Statements of Cash Flows of Conrail for each
            of the  quarters  ended March 31, 1997 and 1996,  and the  Condensed
            Consolidated  Balance  Sheets  of  Conrail  at  March  31,  1997 and
December 31, 1996.                                      

   99.5     Pro forma condensed consolidated financial statements of the Company
            as of and for the fiscal quarter ended March 28, 1997 and the fiscal
            year ended December 27, 1996, adjusted to reflect its acquisition of
an interest in Conrail.                                 

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		6/4/97		4
		6/3/97		2		5
		6/2/97		2
		5/27/97		2		5			SC 13D/A,  SC 14D1/A
For Period End:		5/23/97		1		2
		5/20/97		2		5
		4/8/97		2
		3/31/97		3		5
		3/28/97		3		5			10-Q
		12/31/96		3		5			11-K,  SC 14D1/A
		12/27/96		3		5			10-K405
		3/31/96		3		5
		12/31/95		3		5			11-K
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