CSX Corp – ‘8-K’ for 10/14/96

As of:  Thursday, 10/17/96   ·   For:  10/14/96   ·   Accession #:  950123-96-5725   ·   File #:  2-63273

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Csx Corporation                                        4     13K 
 2: EX-99.4     Second Amendment to Rights Agreement                   5     12K 

8-K   —   Csx Corporation
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):
October 14, 1996

 CSX CORPORATION
 ---------------
(Exact name of registrant as specified in charter)

Virginia
--------
(State or other jurisdiction
 of incorporation)

002-63273                                              621051971      
---------------------                                   ------------------      
(Commission File No.)                                     (IRS 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

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ITEM 5.  OTHER EVENTS.                                                          

 On October 14, 1996, CSX Corporation (the "Company"), Green Acquisition
Corp. ("Tender Sub"), a wholly owned subsidiary of the Company, and Conrail Inc.
("Conrail") entered into an Agreement and Plan of Merger, dated as of December  
14, 1996, and certain related agreements, pursuant to which, subject to the     
terms and conditions specified therein, Conrail will merge with and into Tender 
Sub.                                                                            

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.     

         1. Agreement and Plan of Merger, dated as of October 14, 1996, by and
among CSX Corporation, Green Acquisition Corp. and Conrail Inc. (incorporated   
by reference to Exhibit (c)(1) to the Tender Offer Statement on Schedule 14D-1  
filed by CSX Corporation and Green Acquisition Corp. with respect to Conrail    
Inc., dated October 6, 1996 ("Schedule 14D-1").                                 

      2. CSX Corporation Stock Option Agreement, dated as of October 14,
1996, by and between CSX Corporation and Conrail Inc. (incorporated by          
reference to Exhibit (c)(3) to Schedule 14D-1).                                 

         3. Conrail Inc. Stock Option Agreement, dated as of October 14, 1996,
by and between CSX Corporation and Conrail Inc. (incorporated by reference to   
Exhibit (c)(2) to Schedule 14D-1).                                              

          4. Second Amendment to Rights Agreement, dated as of October 13, 1996,
by and between CSX Corporation and Harris Trust Company of New York.            

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  Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the        
undersigned thereunto duly authorized.                                          

         CSX CORPORATION

              By: /s/ Mark G. Aron
                              ----------------------------
              Name:   Mark G. Aron
                              Title:  Executive Vice President-Law
                            and Public Affairs

Date:  October 16, 1996                                                         

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 EXHIBIT INDEX

Exhibit                                                                         
No.                                 Description                             
-------                               ------------                              
1.             Agreement and Plan of Merger, dated as of October 14, 1996, by   
            and among CSX Corporation, Green Acquisition Corp. and Conrail
             Inc. (incorporated by reference to Exhibit (c)(1) to the Tender
            Offer Statement on Schedule 14D-1 filed by CSX Corporation and
         Green Acquisition Corp. with respect to Conrail Inc., dated
October 16, 1996 ("Schedule 14D-1")).             

2.             CSX Corporation Stock Option Agreement, dated as of October 14,  
   1996, by and between CSX Corporation and Conrail Inc.
              (incorporated by reference to Exhibit (c)(3) to Schedule 14D-1).

3.             Conrail Inc. Stock Option Agreement, dated as of October 14,     
   1996, by and between CSX Corporation and Conrail Inc.
              (incorporated by reference to Exhibit (c)(2) to Schedule 14D-1).

4.             Second Amendment to Rights Agreement, dated as of October 13,    
           1996, by and between CSX Corporation and Harris Trust Company
of New York (filed herewith).                     

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		12/14/96		2
Filed on:		10/17/96
		10/16/96		3		4			SC 13D,  SC 14D1
For Period End:		10/14/96		1		4
		10/13/96		2		4
		10/6/96		2
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