form8k.htm
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM
8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF
1934
Date of Report (Date of earliest event
reported): March
5, 2009
________________________________
CSX
CORPORATION
(Exact
name of registrant as specified in its
charter)
________________________________
Virginia
(State or other jurisdiction
of
incorporation or
organization)
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1-8022
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62-1051971
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(Commission File
No.)
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(I.R.S. Employer Identification
No.)
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500 Water Street, 15th Floor, Jacksonville, FL
32202
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including
area code:
(904) 359-3200
________________________________
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
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Written communications pursuant to
Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
8.01. Other Events
Section
16(b) Settlement
On
March 5, 2009, a federal court in New York signed an order and final judgment
(the “Order”) approving a settlement reached by all parties to a civil action
brought by plaintiff, Deborah Donoghue, a shareholder of CSX Corporation
(“CSX”), to recover so-called “short-swing” profits under Section 16(b) of
the Securities Exchange Act of 1934 (the “Exchange Act”) alleged to have been
realized by defendants The Children’s Investment Fund and 3G Capital Partners LP
in connection with their purchases and sales of CSX securities. The
Order will become final following entry, either by expiration of the time for
appeal or review of the Order or, if any appeal is filed and not dismissed,
after the Order is affirmed on appeal and is no longer subject to review upon
appeal or by writ of certiorari or motion for reconsideration. CSX
will receive $10 million from The Children’s Investment Fund and $1 million
from 3G Capital Partners LP, less $550,000 for attorney’s fee and expenses, no
later than the tenth business day after the Order becomes final, and the
defendants will be released from claims of violations of Section 16(b) of
the Exchange Act.
Signature
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
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CSX
CORPORATION
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By:
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/s/ Ellen
M.
Fitzsimmons
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Ellen
M. Fitzsimmons
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Senior
Vice President - Law and Public Affairs, General Counsel and Corporate
Secretary
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Date:
March
6,
2009