CSX CORP — Capital/Financing Update 2008

Sep 11, 2008

8-K 1 form8k.htm CURRENT REPORT form8k.htm Licensed to: Cravath, Swaine & Moore LLP Document Created using EDGARizer 4.0.6.1 Copyright 1995 - 2008 EDGARfilings, Ltd., an IEC company. All rights reserved

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): September 11 , 2008

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CSX CORPORATION

(Exact name of registrant as specified in its charter)

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Virginia

(State or other jurisdiction of

incorporation or organization)

1-8022	62-1051971
(Commission File
No.)	(I.R.S. Employer Identification
No.)
500 Water Street, 15 th Floor, Jacksonville , FL 32202 (Address
of principal executive offices) (Zip
Code)

Registrant’s telephone number, including area code:

(904) 359-3200

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

| o | Written communications pursuant to
Rule 425 under the Securities Act (17 CFR
230.425) |
| --- | --- |
| o | Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
| o | Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
| o | Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |

Item 7.01. Regulation FD Disclosure

On September 11, 2008, CSX Corporation (the “Company”) issued a press release announcing that the Company is increasing its full-year and long-term financial guidance. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

The information contained in this Current Report on Form 8-K, including the Exhibit hereto, has been “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section. The information in this Current Report, including the Exhibit hereto, shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

Forward-looking statements

This information 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,” “estimate” 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; (iv) the inherent business risks associated with safety and security; and (v) 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 .

Item 9.01. Exhibits.

(d) The following exhibits are being furnished herewith:

| Exhibit
No. | Description |
| --- | --- |
| 99.1 | Press
Release dated September 11, 2008 |

Signature

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 hereunto duly authorized.

| CSX
CORPORATION | |
| --- | --- |
| By: | /s/ Carolyn T.
Sizemore |
| | Name: Carolyn T.
Sizemore |
| | Title: Vice
President and Controller |
| | (Principal
Accounting Officer) |

Date: September 11 , 200 8