What is the primary purpose of this 8-K filing?

The primary purpose of this 8-K filing is to report on CSX Corporation's entry into an Underwriting Agreement for a public offering of $490 million in Zero Coupon Convertible Debentures.

What are the key terms of the Zero Coupon Convertible Debentures being offered?

The debentures have an aggregate principal amount of $490 million at maturity (potentially increasing to $563.5 million if an over-allotment option is fully exercised) and are due on October 30, 2021. They are zero-coupon, meaning they do not pay periodic interest but are issued at a discount and pay their face value at maturity. Crucially, they are also convertible, allowing holders to convert them into CSX common stock under certain conditions.

What is the significance of the convertible feature for investors?

The convertible feature provides investors with the potential to benefit from an increase in CSX's stock price. If the company's stock performs well, the value of the conversion option could increase, offering a return beyond the debenture's face value at maturity.

What other financial arrangements are mentioned in the filing?

The filing also lists as exhibits a 364-Day Revolving Credit Agreement and a Five-Year Revolving Credit Agreement, both dated as of June 8, 2001. This indicates that CSX has existing credit facilities in place alongside this new debt offering.

CSX 8-K SEC Disclosure — Oct 29, 2001

Summary

CSX Corporation (CSX) filed an 8-K on October 29, 2001, reporting on a significant financing event. On October 24, 2001, the company entered into an Underwriting Agreement for the public offering of $490 million in Zero Coupon Convertible Debentures due October 30, 2021. This offering, managed by Credit Suisse First Boston Corporation, provides CSX with substantial capital. The debentures are registered under the Securities Act of 1933, with a registration statement declared effective on May 17, 2001, and a prospectus and prospectus supplement filed on October 26, 2001. This move suggests CSX is seeking to bolster its financial position and potentially fund strategic initiatives or refinance existing debt. Investors should note the convertible nature of the debentures, which offers potential upside if the company's stock price appreciates. The filing also lists various exhibits, including the Underwriting Agreement, supplemental indentures, opinions from legal counsel McGuire Woods LLP regarding validity and tax matters, and related credit agreements, underscoring the comprehensive nature of the transaction.

Key Highlights

1CSX Corporation is undertaking a public offering of $490 million in Zero Coupon Convertible Debentures maturing on October 30, 2021.
2The Underwriting Agreement was entered into on October 24, 2001, with Credit Suisse First Boston Corporation acting as the representative for the underwriters.
3The debentures are convertible, offering potential equity upside for investors if CSX's stock performance is strong.
4The offering is registered under the Securities Act of 1933, with a Form S-3 registration statement declared effective in May 2001.
5The filing includes key legal and financial documentation, such as the Underwriting Agreement, supplemental indentures, and legal opinions.
6Revolving credit agreements from June 2001 are also listed as exhibits, indicating existing credit facilities.

CSX CORP 8-K Report (Oct 29, 2001)

Summary

Key Highlights

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