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): December
15, 2008
_______________________________
(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 Number)
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(IRS
Employer Identification
No.)
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500
Water Street, 15th Floor, Jacksonville,
Florida 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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o
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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
December 16, 2008, CSX Corporation (“CSX”)
joined in a settlement with all parties to a civil action brought by plaintiff,
Deborah Donoghue, a shareholder of CSX, in federal court in New York 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 related to The Children’s Investment Fund and 3G
Capital Partners LP in connection with their alleged purchases and sales of CSX
securities. The settlement is subject to approval by the
court. If approved, CSX will receive $10 million from TCI and
$1 million from 3G and the defendants will be released from claims of
violations of Section 16(b) of the Exchange Act.
The
foregoing description of the settlement is qualified in its entirety by
reference to the full text of the Stipulation of Settlement and the exhibits
thereto, a copy of which is attached hereto as Exhibit 10.1 and is
incorporated herein by reference. A copy of the press release issued by
CSX is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
Steger
Litigation
On
June 6, 2008, Louis Steger filed a purported class action lawsuit in the Circuit
Court of the Fourth Judicial Circuit of the State of Florida, in and for Duval
County, against the directors of CSX Corporation, alleging breaches of fiduciary
duty in connection with the solicitation of proxies for the CSX 2008 annual
meeting of shareholders. On December 15, 2008, plaintiffs filed a
voluntary stipulation of dismissal of the lawsuit, without
prejudice.
Item
9.01. Exhibits.
(d) Exhibits
required to be filed by Item 601 of Regulation S-K.
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Exhibit No.
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Description
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10.1
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Stipulation
of Settlement, dated December 16, 2008 and the exhibits
thereto
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| 99.1
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Press
Release |
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 thereunto 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 |
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Public
Affairs, General Counsel and |
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Corporate
Secretary |
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