CSX CORP - Major Shareholding Notification 2008

SC 13D/A 1 a08-24084_2sc13da.htm SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D (Rule 13d-102)

*INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO*

*RULE 13d-2(a)*

*Under the Securities Exchange Act of 1934 (Amendment No. 8)**

*CSX Corporation*

(Name of Issuer)

*Common Stock*

(Title of Class of Securities)

*126408103*

(CUSIP Number)

| Mr. Christopher Hohn | Mr.
Alexandre Behring |
| --- | --- |
| The
Children's Investment | 3G
Capital Partners Ltd. |
| Fund
Management (UK) LLP | c/o 3G Capital Inc. |
| 7
Clifford Street | 800
Third Avenue |
| London
W1S 2WE | 31st
Floor |
| United
Kingdom | New
York, New York 10022 |
| +44
20 7440 2330 | (212)
893-6727 |

*With a copy to:*

Marc Weingarten, Esq.	Stephen Fraidin, Esq.
David Rosewater, Esq.	Andrew E. Nagel, Esq.
Schulte Roth & Zabel LLP	Kirkland & Ellis LLP
919 Third Avenue	153 East 53rd Street
New York, New York 10022	New York, New York 10022
(212) 756-2000	(212) 446-4800

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

*October 3, 2008*

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

*Note* : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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| CUSIP
No. 126408103 — 1. | Names of Reporting Persons The Children's Investment Fund Management (UK) LLP | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) | |
| | (a) | o |
| | (b) | x |
| 3. | SEC
Use Only | |
| 4. | Source
of Funds (See Instructions) AF | |
| 5. | Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of
Organization England | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole
Voting Power -0- |
| | 8. | Shared
Voting Power 17,796,998 |
| | 9. | Sole
Dispositive Power -0- |
| | 10. | Shared Dispositive Power 17,796,998 |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 17,796,998 | |
| 12. | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o | |
| 13. | Percent
of Class Represented by Amount in Row (11) 4.4% | |
| 14. | Type
of Reporting Person (See Instructions) PN | |

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| CUSIP
No. 126408103 — 1. | Names of Reporting Persons The Children's Investment Fund Management (Cayman) Ltd. | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) | |
| | (a) | o |
| | (b) | x |
| 3. | SEC
Use Only | |
| 4. | Source
of Funds (See Instructions) AF | |
| 5. | Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of
Organization Cayman Islands | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole
Voting Power -0- |
| | 8. | Shared
Voting Power 17,796,998 |
| | 9. | Sole
Dispositive Power -0- |
| | 10. | Shared Dispositive Power 17,796,998 |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 17,796,998 | |
| 12. | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o | |
| 13. | Percent
of Class Represented by Amount in Row (11) 4.4% | |
| 14. | Type
of Reporting Person (See Instructions) CO | |

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| CUSIP
No. 126408103 — 1. | Names of Reporting Persons The Children's Investment Master Fund | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) | |
| | (a) | o |
| | (b) | x |
| 3. | SEC
Use Only | |
| 4. | Source
of Funds (See Instructions) WC | |
| 5. | Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of
Organization Cayman Islands | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole
Voting Power -0- |
| | 8. | Shared
Voting Power 17,796,998 |
| | 9. | Sole
Dispositive Power -0- |
| | 10. | Shared Dispositive Power 17,796,998 |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 17,796,998 | |
| 12. | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o | |
| 13. | Percent
of Class Represented by Amount in Row (11) 4.4% | |
| 14. | Type
of Reporting Person (See Instructions) CO | |

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| CUSIP
No. 126408103 — 1. | Names of Reporting Persons Christopher Hohn | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) | |
| | (a) | o |
| | (b) | x |
| 3. | SEC
Use Only | |
| 4. | Source
of Funds (See Instructions) AF | |
| 5. | Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of
Organization United Kingdom | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole
Voting Power 150 |
| | 8. | Shared
Voting Power 17,796,998 |
| | 9. | Sole
Dispositive Power 150 |
| | 10. | Shared Dispositive Power 17,797,148 |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 4.4% | |
| 12. | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o | |
| 13. | Percent
of Class Represented by Amount in Row (11) 4.4% | |
| 14. | Type
of Reporting Person (See Instructions) IN | |

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| CUSIP
No. 126408103 — 1. | Names of Reporting Persons 3G Capital Partners Ltd. | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) | |
| | (a) | o |
| | (b) | x |
| 3. | SEC
Use Only | |
| 4. | Source
of Funds (See Instructions) AF | |
| 5. | Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of
Organization Cayman Islands | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole
Voting Power -0- |
| | 8. | Shared
Voting Power 17,232,854 |
| | 9. | Sole
Dispositive Power -0- |
| | 10. | Shared Dispositive Power 17,232,854 |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 17,232,854 | |
| 12. | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o | |
| 13. | Percent
of Class Represented by Amount in Row (11) 4.2% | |
| 14. | Type
of Reporting Person (See Instructions) CO | |

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| CUSIP
No. 126408103 — 1. | Names of Reporting Persons 3G Capital Partners, L.P. | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) | |
| | (a) | o |
| | (b) | x |
| 3. | SEC
Use Only | |
| 4. | Source
of Funds (See Instructions) AF | |
| 5. | Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of
Organization Cayman Islands | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole
Voting Power -0- |
| | 8. | Shared
Voting Power 17,232,854 |
| | 9. | Sole
Dispositive Power -0- |
| | 10. | Shared Dispositive Power 17,232,854 |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 17,232,854 | |
| 12. | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o | |
| 13. | Percent
of Class Represented by Amount in Row (11) 4.2% | |
| 14. | Type
of Reporting Person (See Instructions) PN | |

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| CUSIP
No. 126408103 — 1. | Names of Reporting Persons 3G Fund L.P. | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) | |
| | (a) | o |
| | (b) | x |
| 3. | SEC
Use Only | |
| 4. | Source
of Funds (See Instructions) WC | |
| 5. | Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of
Organization Cayman Islands | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole
Voting Power -0- |
| | 8. | Shared
Voting Power 17,232,854 |
| | 9. | Sole
Dispositive Power -0- |
| | 10. | Shared Dispositive Power 17,232,854 |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 17,232,854 | |
| 12. | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o | |
| 13. | Percent
of Class Represented by Amount in Row (11) 4.2% | |
| 14. | Type
of Reporting Person (See Instructions) PN | |

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| CUSIP
No. 126408103 — 1. | Names of Reporting Persons Alexandre Behring | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) | |
| | (a) | o |
| | (b) | x |
| 3. | SEC
Use Only | |
| 4. | Source
of Funds (See Instructions) AF | |
| 5. | Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of
Organization Brazil | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole
Voting Power 1,871 |
| | 8. | Shared
Voting Power 17,232,854 |
| | 9. | Sole
Dispositive Power 1,871 |
| | 10. | Shared Dispositive Power 17,232,854 |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 17,234,725 | |
| 12. | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o | |
| 13. | Percent
of Class Represented by Amount in Row (11) 4.2% | |
| 14. | Type
of Reporting Person (See Instructions) IN | |

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Item 1.	Security and Issuer
This Amendment No. 8 is
filed with respect to the shares of Common Stock, par value $1.00 per share
(the Shares), of CSX Corporation (the Issuer), beneficially owned by the
Reporting Persons (as defined in the Schedule 13D filed with the Securities
and Exchange Commission on December 19, 2007, as heretofore amended (the
Schedule 13D)) as of October 3, 2008 and amends and supplements the
Schedule 13D. Except as set forth
herein, the Schedule 13D is unmodified.
Item 2.	Identity and Background
Clauses (a)(iv) and
(a)(viii) of Item 2 of the Schedule 13D are amended and restated as follows: (iv) Christopher Hohn with
respect to the 150 Shares directly owned by him and with respect to the TCI
Shares (collectively with TCIF UK, TCIF and the TCI Fund, the TCI Reporting
Persons); (viii) Alexandre Behring,
with respect to the 1,871 Shares directly owned by him and with respect to
the 3G Shares (collectively, with 3G Capital Ltd., 3G Capital L.P. and the 3G
Funds, the 3G Reporting Persons); Clauses (a)(ix), (a)(x)
and (a)(xi) of Item 2 of the Schedule 13D are hereby deleted. Mr. OToole and
Mr. Lamphere are no longer reporting persons for purposes of this Schedule
13D and information regarding Mr. OToole, Mr. Lamphere and Mr. Wilson will
no longer be provided or updated.
Item 4.	Purpose of Transaction
Item 4 of the Schedule 13D
is amended and supplemented by inserting the following paragraphs immediately
preceding the last paragraph of such Item 4: On October 4, 2008 the Letter Agreement between the
TCI Reporting Persons and the 3G Reporting Persons terminated in accordance
with its terms. As a result, the TCI Reporting Persons and the 3G Reporting
Persons no longer have any agreement to act together for the purposes of
acquiring, holding, voting or disposing of Shares. Accordingly, the TCI
Reporting Persons believe that they are no longer deemed to have, and they
expressly disclaim, beneficial ownership of the 3G Shares, and the 3G
Reporting Persons believe that they are no longer deemed to have, and they
expressly disclaim, beneficial ownership of the TCI Shares. Accordingly, although
the TCI Reporting Persons and the 3G Reporting Persons may be deemed to be a
group with each other within the meaning of Section 13(d) of the Exchange
Act and are filing this Schedule 13D on that basis, the TCI Reporting Persons
and the 3G Reporting Persons expressly disclaim membership in any group
with each other. Because the TCI Reporting Persons and the 3G
Reporting Persons have no agreement to act together for the purpose of
acquiring, disposing, holding or voting of Shares, they may independently
change their respective intentions with regard to their investment in the
Shares, and they are separately responsible for making any required
amendments to this Schedule 13D resulting from any such change. Each of the
TCI Reporting Persons and the 3G Reporting Persons reserves the right change
their respective intentions with respect to any of the matters set forth in
subparagraphs (a) - (j) of Item 4 of Schedule 13D and to make any future
filings with the Securities and Exchange Commission on an individual, rather
than a joint, basis. On October 3, 2008, TCIF UK and 3G Capital Ltd.
entered into an agreement (the Litigation Agreement) regarding the conduct
and allocation of costs relating to the ongoing litigation previously
described in Item 4 of this Schedule 13D, the terms of which are summarized
in Item 6 of this Schedule 13D. The
Litigation Agreement is the only agreement between the TCI Reporting Persons
and the 3G Reporting Persons.
Item 5.	Interests
in Securities of the Issuer
Clauses (a)
and (b) of Item 5 of the Schedule 13D are amended and restated as follows: (a) As of October 3, 2008 the TCI Reporting
Persons beneficially owned an aggregate of 17,796,998 Shares (excluding 150
Shares held directly by Christopher Hohn), constituting approximately 4.4% of
the Shares outstanding, the 3G Reporting Persons beneficially owned an
aggregate of 17,232,854 Shares (excluding 1,871 Shares held directly by Alexandre
Behring), constituting approximately 4.2% of the Shares outstanding. In
addition, as of such date Christopher Hohn beneficially owned an aggregate of
17,797,148 Shares, including 150 Shares held directly by him, constituting
approximately 4.4% of the Shares outstanding, and Alexandre Behring
beneficially owned an aggregate of 17,234,725 Shares, including 1,871 Shares
held directly by him, constituting approximately 4.2% of the Shares
outstanding.

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| The aggregate percentage of Shares
beneficially owned by the TCI Reporting Persons and the 3G Reporting Persons
is based upon 407,642,147 Shares reported outstanding as of June 27, 2008 in
the Issuers Quarterly Report on Form 10-Q for the period ended June 30,
2008. The TCI Reporting Persons are responsible
for the completeness and accuracy of the information concerning the TCI
Reporting Persons contained herein, but are not responsible for the
completeness or accuracy of the information concerning the 3G Reporting
Persons contained herein, except to the extent that the TCI Reporting Persons
know or have reason to believe that such information is inaccurate. The 3G Reporting Persons are responsible
for the completeness or accuracy of the information concerning the 3G
Reporting Persons contained herein, but are not responsible for the
completeness or accuracy of the information concerning the TCI Reporting
Persons contained herein, except to the extent that the 3G Reporting Persons
know or have reason to believe that such information is inaccurate (b) The TCI Reporting Persons share power
to vote and direct the disposition of all of the TCI Shares. Thus as of
October 3, 2008 the TCI Reporting Persons may be deemed to beneficially own
an aggregate of 17,796,998 Shares, constituting approximately 4.4% of the
Shares outstanding. The 3G Reporting Persons share power to vote and direct
the disposition of all of the 3G Shares. Thus, as of October 3, 2008 the 3G
Reporting Persons may be deemed to beneficially own 17,232,854 Shares,
constituting approximately 4.2% of the Shares outstanding. Alexandre Behring,
by virtue of his relationships to 3G Capital Ltd., 3G Capital L.P. and 3G
Fund (discussed in Item 2), may be deemed to have shared voting power and
shared dispositive power with regard to, and therefore may be deemed to
beneficially own (as that term is defined in Rule 13d-3 under the Act), the
3G Shares. Alexandre Behring disclaims beneficial ownership of the 3G Shares
for all other purposes. Alexandre Behring has sole power to vote and direct
the disposition of the 1,871 Shares held directly by him, and shares power to
vote and direct the disposition of 17,232,854 Shares with the other 3G
Reporting Persons. Christopher Hohn has sole power to vote and direct the
disposition of the 150 Shares held directly by him, and shares power to vote
and direct the disposition of 17,796,998 Shares with the other TCI Reporting
Persons. Clause (d)
of Item 5 is amended and supplemented to include the following final sentence: No person other than Christopher Hohn is
known to have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the Shares held by him. | |
| --- | --- |
| Item 6. | Contracts
Arrangements Understanding or Relationship with Respect to the Securities of the
Issuer |
| On October 3, 2008 TCIF UK and 3G Capital
Ltd. (together, the Parties) entered into a Litigation Agreement, pursuant
to which the Parties agreed, among other things, that (i) the conduct of the
litigation currently before the U.S. Court of Appeals for the Second Circuit
involving the Parties, or any litigation or investigation to the extent that
the same relates to the group conduct of the Parties, shall | |

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| require the
mutual agreement of the Parties, and (ii) the Parties will share certain
expenses incurred by the Parties in furtherance of the activities engaged in
pursuant to the Litigation Agreement, subject to certain exceptions. The
Litigation Agreement provides that it will terminate on the earlier of the
tenth day after a final decision has been issued with respect to the
litigation referenced above or in the event that the Parties have failed to
reach agreement on a decision requiring their mutual agreement under the
terms of the Litigation Agreement. This description of the Litigation
Agreement is a summary only and this summary and any other references herein
to the Litigation Agreement are qualified by reference to the Litigation
Agreement, which is filed as Exhibit 99.9 to this Schedule 13D and
incorporated herein by reference. | |
| --- | --- |
| Item 7. | Material to be Filed as
Exhibits |
| | Item 7 of the Schedule 13D
is amended and restated as follows: |

| Exhibit 1. | Joint Filing Agreement
(Previously Filed) |
| --- | --- |
| Exhibit 2. | Letter from TCIF UK to the
CSX Board of Directors dated October 16, 2007 (Previously Filed) |
| Exhibit 3. | Letter from TCIF UK to the
CSX Board of Directors dated October 22, 2007 (Previously Filed) |
| Exhibit 4. | Letter Agreement between
TCIF UK and 3G Capital Ltd. dated December 12, 2007 (Previously filed) |
| Exhibit 5. | Complaint Filed by the
Issuer against the Reporting Persons, dated March 17, 2008 (Previously Filed) |
| Exhibit 99.6. | Answer and Counterclaims
filed by the TCI Reporting Persons, dated April 4, 2008 (Previously Filed) |
| Exhibit 99.7. | Answer and Counterclaims
filed by the 3G Reporting Persons, dated April 4, 2008 (Previously Filed) |
| Exhibit 99.8. | Decision of the Federal
District Court for the Southern District of New York, dated June 11, 2008
(Previously Filed) |
| Exhibit 99.9 | Litigation Agreement,
dated October 3, 2008. |

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*SIGNATURES*

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

| Dated:
October 6, 2008 |
| --- |
| THE CHILDRENS INVESTMENT FUND MANAGEMENT (UK) LLP |
| /s/ Christopher Hohn |
| Christopher Hohn |
| Managing Partner |
| THE CHILDRENS INVESTMENT FUND MANAGEMENT (CAYMAN) LTD. |
| /s/ David DeRosa |
| David DeRosa |
| Director |
| THE CHILDRENS INVESTMENT MASTER FUND |
| /s/ David DeRosa |
| David DeRosa |
| Director |
| /s/
Christopher Hohn |
| Christopher
Hohn |
| 3G
CAPITAL PARTNERS LTD. |
| /s/
Alexandre Behring |
| Alexandre
Behring |
| Managing
Director |
| 3G
CAPITAL PARTNERS, L.P. |
| By: 3G
Capital Partners Ltd. |
| Its: General
Partner |
| /s/
Alexandre Behring |
| Alexandre
Behring |
| Managing
Director |
| 3G
FUND L.P. |
| By: 3G
Capital Partners, L.P. |
| Its: General
Partner |
| By: 3G
Capital Partners Ltd. |
| Its: General
Partner |
| /s/
Alexandre Behring |
| Alexandre
Behring |
| Managing
Director |
| /s/
Alexandre Behring |
| Alexandre
Behring |

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EXHIBIT INDEX

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