CSX CORP — Proxy Solicitation & Information Statement 2008

Apr 25, 2008

DFAN14A 1 a08-12469_1dfan14a.htm DFAN14A

| UNITED
STATES | | |
| --- | --- | --- |
| SECURITIES AND EXCHANGE COMMISSION | | |
| Washington, D.C. 20549 | | |
| SCHEDULE 14A | | |
| Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 | | |
| Filed by the Registrant o | | |
| Filed by a Party other than the
Registrant x | | |
| Check the appropriate box: | | |
| x | Preliminary Proxy Statement | |
| o | Confidential, for
Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| o | Definitive Proxy Statement | |
| o | Definitive Additional Materials | |
| o | Soliciting Material Pursuant to
§240.14a-12 | |
| CSX CORPORATION | | |
| (Name
of Registrant as Specified In Its Charter) | | |
| THE CHILDREN’S INVESTMENT FUND MANAGEMENT (UK) LLP THE CHILDREN’S INVESTMENT FUND MANAGEMENT (CAYMAN) LTD. THE CHILDREN’S INVESTMENT MASTER FUND 3G CAPITAL PARTNERS LTD. 3G CAPITAL PARNTERS, L.P. 3G FUND L.P. CHRISTOPHER HOHN ALEXANDRE BEHRING GILBERT H. LAMPHERE TIMOTHY T. O’TOOLE GARY L. WILSON | | |
| (Name
of Person(s) Filing Proxy Statement, if other than the Registrant) | | |
| Payment of Filing Fee (Check the
appropriate box): | | |
| x | No fee required. | |
| o | Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) and 0-11. | |
| | (1) | Title of each class of securities to
which transaction applies: |
| | (2) | Aggregate number of securities to
which transaction applies: |
| | (3) | Per unit price or other underlying
value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth
the amount on which the filing fee is calculated and state how it was
determined): |
| | (4) | Proposed maximum aggregate value of
transaction: |
| | (5) | Total fee paid: |
| o | Fee paid previously with preliminary
materials. | |
| o | Check box if any part of the fee is
offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule and the date
of its filing. | |
| | (1) | Amount Previously Paid: |
| | (2) | Form, Schedule or Registration
Statement No.: |
| | (3) | Filing Party: |
| | (4) | Date Filed: |

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The Children's Investment Fund Management (UK) LLP, The Children's Investment Fund Management (Cayman) Ltd., The Children's Investment Master Fund, 3G Capital Partners Ltd., 3G Capital Partners, L.P., 3G Fund L.P., Christopher Hohn, Alexandre Behring, Gilbert H. Lamphere, Timothy T. O'Toole and Gary Wilson (collectively, the "Participants") posted various materials on http://www.strongercsx.com. Copies of such materials, current as of April 25, 2008, are filed herewith as Exhibit 1.

Information regarding the Participants in a solicitation of proxies with respect to the Issuer's 2008 annual meeting of shareholders is filed herewith as Exhibit 2.

SEQ.=1,FOLIO='',FILE='C:\JMS\tdimizio\08-12469-1\task2891266\12469-1-ba.htm',USER='tdimizi',CD='Apr 24 17:48 2008'