CSX CORP — Major Shareholding Notification 2008

Mar 18, 2008

SC 13D/A 1 a08-8514_1sc13da.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. 3)**

*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)

(Continued on following pages)

*March 18, 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 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 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 | |

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| CUSIP No. 126408103 — 1. | Names of Reporting
Persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 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 | |

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| CUSIP No. 126408103 — 1. | Names of Reporting
Persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 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 | |

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| CUSIP No. 126408103 — 1. | Names of Reporting
Persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 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 | |

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| CUSIP No. 126408103 — 1. | Names of Reporting
Persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 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 | |

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| CUSIP No. 126408103 — 1. | Names of Reporting
Persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 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 | |

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| CUSIP No. 126408103 — 1. | Names of Reporting
Persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 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 | |

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| CUSIP No. 126408103 — 1. | Names of Reporting
Persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 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 | |

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| CUSIP No. 126408103 — 1. | Names of Reporting
Persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 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 | |

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| CUSIP No. 126408103 — 1. | Names of Reporting
Persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 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 | |

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Item 1.	Security and Issuer
	This Amendment No. 3
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 March 18, 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 March 17, 2008,
the Issuer filed a lawsuit in federal court in New York (the “Court”) against
the Reporting Persons and certain of their respective affiliates. A copy of
the complaint filed by the Issuer (the “Complaint”) is filed herewith as Exhibit 5
and incorporated herein by reference, and any descriptions herein of the
Complaint are qualified in their entirety by reference to the Complaint. The Reporting Persons believe that the
allegations contained in the Complaint are without merit and intent to defend
themselves vigorously.
Item 6.	Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
	Item
6 of the Schedule 13D is hereby amended and restated as follows: A
preliminary proxy statement was filed by the Reporting Persons, on March 10,
2008. On
March 17, 2008, the Issuer filed the Complaint which alleges, among
other things, (i) violations of Section 14(a) of the Exchange
Act of 1934 (the “Act”) and Rule 14a-9 thereunder, (ii) violations
of the reporting requirements of Section 13(d) of the Act including
Sections 13(d)(1)and 13(d)(3) thereunder, (iii) violations of Section 20(a)of
the Act, and (iv) a failure of the notices proposing director nominees
sent by the Reporting Persons to comply with the Bylaws. The
Complaint seeks, among other things, (i) a declaration that the
Reporting Persons failed to file appropriately in violation of Sections 13(d) and
14(a) of the Act, (ii) a direction that the Reporting Persons file
a modified Schedule 13D and Schedule 14A, (iii) to enjoin the Reporting
Persons from acquiring additional shares of the Issuer until such modified
filings have been made, (iv) to enjoin the Reporting Persons from
acquiring any of Issuer’s shares referenced in swap arrangements to which
they are party, (v) a direction that the Reporting Persons sell, under a
Court ordered plan, all shares acquired, and terminate all swaps referencing
the Issuer potentially as early as March 2007, and to enjoin the
Reporting Persons from voting such shares at the 2008 Annual Meeting, or alternatively,
directing the Reporting Persons to vote such shares in proportion with the
votes of other shareholders of the Issuer, (vi) to enjoin the Reporting
Persons from voting any proxies received prior to the date the Court
determines the Reporting Persons’ filings to be appropriate under Schedules
13D and 14A’s disclosure requirements, (vii) a declaration that the
Reporting Persons’ notices are invalid as non-compliant with the Bylaws, and (viii) a
grant of leave to the Issuer to conduct expedited discovery regarding the
above claims. The
Reporting Persons believe that the allegations contained in the Complaint are
without merit and intent to defend themselves vigorously. Except as otherwise set
forth herein, the Reporting Persons do not have any contract, arrangement,
understanding or relationship with any person with respect to securities of
the Issuer.

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| Item 7. |
| --- |
| Item
7 of the Schedule 13D is amended and restated in its entirety 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. |

APPENDIX B

DIRECTORS AND EXECUTIVE OFFICERS OF REPORTING PERSONS

The following sets forth the name, position, and principal occupation of each director and executive officer of The Children’s Investment Master Fund and The Children’s Investment Fund Management (Cayman) Ltd. Except as otherwise indicated, the business address of each director and officer is PO Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands, British West Indies. To the best of the TCI Reporting Persons’ knowledge, except as set forth in this Schedule 13D, none of the directors or executive officers of either The Children’s Investment Master Fund or The Children’s Investment Fund Management (Cayman) Ltd. owns any Shares.

| The
Children’s Investment Master Fund — Name | Position | Principal
Occupation | Citizenship |
| --- | --- | --- | --- |
| Christopher
Hohn | Director | Investment
Manager | United
Kingdom |
| David
DeRosa | Director | Financial
Economist | United
States |
| Linburgh
Martin | Director | Accountant | Cayman
Islands |

| The
Children’s Investment Fund Management (Cayman) Ltd. — Name | Position | Principal
Occupation | Citizenship |
| --- | --- | --- | --- |
| John
Sutlic | Director | Accountant | Canada |
| David
DeRosa | Director | Financial
Economist | United
States |
| Linburgh
Martin | Director | Accountant | Cayman
Islands |

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*Signature*

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.

| 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 |

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| 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 |
| /s/
Gilbert H. Lamphere |
| Gilbert
H. Lamphere |
| /s/
Timothy T. O’Toole |
| Timothy
T. O’Toole |
| /s/
Gary L. Wilson |
| Gary
L. Wilson |

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