CSX CORP — Major Shareholding Notification 2008

Apr 7, 2008

SC 13D/A 1 a08-8514_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. 4)**

*CSX Corporation*

(Name of Issuer)

*Common Stock*

(Title of Class of Securities)

*126408103*

(CUSIP Number)

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

*With a copy to:*

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

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

*April 4, 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) | x |
| | (b) | o |
| 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 4.4% | |
| 12. | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) x | |
| 13. | Percent
of Class Represented by Amount in Row (11) 4.4% | |
| 14. | Type
of Reporting Person (See Instructions) PN | |

2

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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) | x |
| | (b) | o |
| 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 4.4% | |
| 12. | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) x | |
| 13. | Percent
of Class Represented by Amount in Row (11) 4.4% | |
| 14. | Type
of Reporting Person (See Instructions) CO | |

3

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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) | x |
| | (b) | o |
| 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 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) CO | |

4

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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) | x |
| | (b) | o |
| 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 -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 4.4% | |
| 12. | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) x | |
| 13. | Percent
of Class Represented by Amount in Row (11) 4.4% | |
| 14. | Type
of Reporting Person (See Instructions) IN | |

5

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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) | x |
| | (b) | o |
| 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 4.3% | |
| 12. | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) x | |
| 13. | Percent
of Class Represented by Amount in Row (11) 4.3% | |
| 14. | Type
of Reporting Person (See Instructions) CO | |

6

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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) | x |
| | (b) | o |
| 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 4.3% | |
| 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) 4.3% | |
| 14. | Type
of Reporting Person (See Instructions) PN | |

7

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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) | x |
| | (b) | o |
| 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 4.3% | |
| 12. | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) x | |
| 13. | Percent
of Class Represented by Amount in Row (11) 4.3% | |
| 14. | Type
of Reporting Person (See Instructions) PN | |

8

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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) | x |
| | (b) | o |
| 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 -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 4.3% | |
| 12. | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x | |
| 13. | Percent
of Class Represented by Amount in Row (11) 4.3% | |
| 14. | Type
of Reporting Person (See Instructions) IN | |

9

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| CUSIP
No. 126408103 — 1. | Names of Reporting Persons Gilbert H. Lamphere | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) | |
| | (a) | x |
| | (b) | o |
| 3. | SEC
Use Only | |
| 4. | Source
of Funds (See Instructions) PF | |
| 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 States | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole
Voting Power 22,600 |
| | 8. | Shared
Voting Power -0- |
| | 9. | Sole
Dispositive Power 22,600 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 22,600 | |
| 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) 0.0% | |
| 14. | Type
of Reporting Person (See Instructions) IN | |

10

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| CUSIP
No. 126408103 — 1. | Names of Reporting Persons Timothy T. O’Toole | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) | |
| | (a) | x |
| | (b) | o |
| 3. | SEC
Use Only | |
| 4. | Source
of Funds (See Instructions) PF | |
| 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 States | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole
Voting Power 2,500 |
| | 8. | Shared
Voting Power -0- |
| | 9. | Sole
Dispositive Power 2,500 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 2,500 | |
| 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) 0% | |
| 14. | Type
of Reporting Person (See Instructions) IN | |

11

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| CUSIP
No. 126408103 — Item 1. | Security and Issuer | |
| --- | --- | --- |
| This Amendment No. 4 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 April 4, 2008 and amends and supplements the Schedule 13D. Except as set forth herein, the Schedule
13D is unmodified. | | |
| Item 4. | Purpose of Transaction | |
| Item 4 of the Schedule 13D
is amended and restated to include the following final paragraph: On April 4, 2008 each of
the TCI Reporting Persons and the 3G Reporting Persons filed an answer with
the federal district court for the Southern District of New York, attached
herewith as Exhibits 99.6 and 99.7 and incorporated herein by reference. The
answer denied the legal violations alleged by the Issuer and contained
counterclaims against the Issuer and third party claims against its Chairman,
CEO and President Michael Ward alleging multiple violations of state and
federal law, which include the following: | | |
| | · | Violation of
the federal securities laws in connection with the setting of performance
grants on May 1, 2007 for 600 employees including the named executive
officers of CSX while in possession of material non-public information, a
practice commonly known as “spring loading.” |
| | · | Violation of
the federal securities laws in connection with the May 2007 issuance of
common stock to the Board while in possession of material non-public
information, and again in December, during a blackout period set forth in the
Issuer’s insider trading policy. |
| | · | Violation of
state law for adopting a bylaw that prohibits shareholders’ ability to call
special meetings for the purpose of electing or removing directors (the “Limited
Special Meeting Bylaw”). |
| | · | Violation of
the federal securities laws for materially misstating how the bylaw operates
in both periodic reports and the annual proxy. |
| | · | Violations
of the federal securities laws with regard to materially false and misleading
statements made in numerous federal filings with the SEC regarding both the
TCI Reporting Persons and the 3G Reporting Persons. |
| | · | Violation of
the federal securities laws by Michael Ward in connection with his status as
a control person of the Issuer due to his discretionary authority to control
and influence the conduct of the Issuer, including the aforementioned federal
securities laws violations. |
| Each of the TCI Reporting
Persons and the 3G Reporting Persons seek equitable and injunctive relief
including the following: (i) a declaration that the Issuer violated Section
14 of the Exchange Act; (ii) a direction requiring the Issuer to file
truthful disclosures in proxy materials; (iii) a declaration that the Board
was in violation of the Issuer’s insider trading policy, corporate governance
guidelines, code of ethics, and bylaws; (iv) a direction that the Limited
Special Meeting Bylaw be declared void; (v) an injunction on the Issuer from
putting before the shareholders a proposal to ratify the Limited Special
Meeting Bylaw; (vi) an injunction on the Issuer from voting proxies received
prior to such time as the court ascertains that the Issuer has filed an
accurate and compliant proxy statement; (vii) an injunction on the Issuer
from committing violations of Rule 14a-9 in connection with any further
solicitation relating to the 2008 Annual Meeting; (viii) a direction that the
Board pay for preparation and filing of the Issuer’s amended proxy statement;
and (ix) a grant of costs, including attorneys’ fees. Any descriptions herein of
the answers are qualified in their entirety by reference to Exhibits 99.6 and
99.7 respectively. | | |

12

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Item 7.
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
Exhibit 99.7.	Answer and Counterclaims
filed by the 3G Reporting Persons, dated April 4, 2008

13

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CUSIP No. 126408103

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: April 7, 2008

THE CHILDREN’S INVESTMENT FUND MANAGEMENT (UK) LLP
/s/ Christopher Hohn
Christopher Hohn
Managing Partner
THE CHILDREN’S INVESTMENT FUND MANAGEMENT (CAYMAN) LTD.
/s/ David DeRosa
David DeRosa
Director
THE CHILDREN’S 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

14

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/s/ Alexandre Behring
Alexandre Behring
Managing Director
/s/ Alexandre Behring
Alexandre Behring
/s/ Gilbert H. Lamphere
Gilbert H. Lamphere
/s/ Timothy T. O’Toole
Timothy T. O’Toole
/s/ Gary L. Wilson
Gary L. Wilson

15

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