8-K

UNITED STATES
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):     February 22, 2005

CSX CORPORATION

(Exact name of registrant as specified in its charter)

Commission file number: 1-8022

Virginia	62-1051971
(State of incorporation)	(I.R.S. Employer Identification No.)
500 Water Street, 15th Floor
Jacksonville, FL	32202
(Address of principal executive offices)	(Zip Code)

(904) 359-3200

(Registrant’s telephone number, including area code)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

-1-

SECTION 1 — REGISTRANT’S BUSINESS AND OPERATIONS

ITEM 1.01 — Entry into a Material Definitive Agreement

     On February 22, 2005, CSX Corporation, a Virginia corporation (the “Company”), completed the sale of all of the issued and outstanding shares of capital stock of its wholly owned subsidiary SL Service, Inc., a Delaware corporation (“SLSI”), and a newly formed company holding a minority interest in an indirect subsidiary of SLSI to Dubai Ports International FZE (“DPI”) for closing cash consideration of USD1.142 billion, subject to final working capital and long-term debt adjustments.

     SLSI holds the outstanding equity interests in CSX World Terminals, LLC, a Delaware limited liability company (“CSXWT”) and a leading international container terminal operator, developer and investor. Through CSXWT, SLSI operates container terminals and marine logistics related businesses in Asia, Europe, Latin America and Australia. As a result of the completion of the transactions, CSX has disposed of its international terminal and marine logistics related businesses and assets.

     A wholly-owned subsidiary of CSX will retain certain residual assets and liabilities resulting from prior divestitures and discontinuances and will indemnify DPI, SLSI and related entities against those liabilities pursuant to an Amended and Restated Payment and Indemnity, Litigation Support and Control, and Confidentiality Agreement in substantially the form previously filed. CSX will guarantee the obligations of its subsidiary under the Amended and Restated Payment and Indemnity, Litigation Support and Control, and Confidentiality Agreement.

     In connection with the closing, CSX and DPI entered into an Omnibus Closing Agreement setting forth certain adjustments to the purchase price and making other amendments to the Stock Purchase Agreement. A copy of the Omnibus Closing Agreement is filed as Exhibit 2.1 hereto and is incorporated herein by reference.

     A copy of the press release announcing the closing of the transaction is attached to this report as Exhibit 99.1 hereto and is incorporated herein by reference.

SECTION 9 — FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 — Financial Statements and Exhibits

(c)	The following exhibits are being furnished herewith:
2.1	Omnibus Closing Agreement, by and between CSX Corporation and Dubai Ports International FZE dated February 22, 2005.
99.1	Text of Press Release, issued by CSX Corporation and Dubai Ports International FZE on February 22, 2005.

-2-

S I G N A T U R E

     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.

CSX CORPORATION
By:	/s/ Carolyn T. Sizemore
Carolyn T. Sizemore
Vice President and Controller
(Principal Accounting Officer)

Date: February 25, 2005

-3-

EXHIBIT INDEX

2.1	Omnibus Closing Agreement, by and between CSX Corporation and Dubai Ports International FZE dated February 22, 2005.
99.1	Text of Press Release, issued by CSX Corporation and Dubai Ports International FZE on February 22, 2005.

-4-

EX-2.1

Exhibit 2.1

CONFIDENTIAL

DUBAI PORTS INTERNATIONAL FZE
P.O. Box 17000
Dubai
United Arab Emirates

CSX CORPORATION
500 Water Street, 15^th floor
Jacksonsville, FL 32202
United States of America

February 22, 2005

Ladies and Gentlemen:

This letter agreement is with reference to the Stock Purchase Agreement, dated as of December 8, 2004 (the “Purchase Agreement”), by and between CSX CORPORATION, a Virginia corporation (“Seller”), and DUBAI PORTS INTERNATIONAL FZE, a corporation organized under the laws of the Emirate of Dubai, United Arab Emirates (“Purchaser”), in respect of the purchase and sale of all of the issued and outstanding shares of capital stock of SL SERVICE, INC., a Delaware corporation (the “Company”) and of all of the issued and outstanding shares of capital stock of ORANGE BLOSSOM INVESTMENT COMPANY LTD., a company organized under the laws of the British Virgin Islands (“Newco”). Any capitalized term not defined in this letter agreement shall have the meaning set forth in the Purchase Agreement.

The parties to this letter agreement hereby acknowledge and agree as follows:

(1)     The name of Purchaser was misstated in the Purchase Agreement. Accordingly, any reference in the Purchase Agreement to “Dubai Ports International FZ Ltd.” shall be a reference to “Dubai Ports International FZE”.

(2)     Pursuant to Section 2.4 of the Purchase Agreement, the Closing Date shall be Tuesday, February 22, 2005.

(3)     Section 2.1(b) of the Purchase Agreement is hereby amended by replacing the amount “$1,150,000,000” with the amount “$1,131,000,000.”

(4)     Notwithstanding the provisions of Section 5.5 of the Purchase Agreement, Purchaser does not require extension of the insurance policies set forth on Schedule A after the Closing Date.

(5)     Notwithstanding the provisions of Section 5.5 of the Purchase Agreement, Seller shall cause CSX Insurance Company to keep such insurance policies as set forth on

Schedule B, in full force and effect for as long as CSXWT’s Charlotte office remains operational but in no event longer than six (6) months after the Closing Date, at Purchaser’s cost.

(6)     Seller hereby acknowledges to Purchaser that as of the date hereof it has caused the Company to become a beneficiary of CSXWT’s Policy D0659 issued by the American Home Assurance Company.

(7)     Pursuant to Section 5.6(b) of the Purchase Agreement, to the extent that the Company and any Subsidiaries and Joint Ventures include any Marks in their names or on any stationery, signage or similar materials, Seller hereby grants the Company and each of such Subsidiaries and Joint Ventures a limited transitional license to use such Marks as they were used by the Company, such Subsidiary or such Joint Venture immediately prior to the Closing. This license shall remain in effect for a period of the shorter of (i) ninety (90) days after the Closing or (ii) with regard to the Company and each Subsidiary and Joint Venture, the time it takes to change the name of the Company or such Subsidiary or Joint Venture, as the case may be, and to replace any stationery, signage and similar materials containing or displaying any of the Marks as required pursuant to the Purchase Agreement.

(8)     Section 9.4(a) of the Purchase Agreement is hereby deleted and replaced in its entirety by the following:

“No amount shall be payable by any Indemnifying Party pursuant to Section 9.2(a) unless the aggregate amount of Losses indemnifiable under Section 9.2(a), if any, exceeds six million dollars ($6,000,000) (the “General Deductible”) (and then only to the extent of such excess); provided, however, that no amount shall be payable by an Indemnifying Party pursuant to Section 9.2(a) with respect to the matters on Schedule 9.4(a) (the “Scheduled Matters”) unless the aggregate amount of Losses indemnifiable under Section 9.2(a), if any, with respect to the Scheduled Matters exceeds the sum of (i) nineteen million dollars ($19,000,000) and (ii) the amount of the General Deductible less the aggregate of any Losses that were not payable because they were not in excess of the General Deductible (and then only to the extent of the excess of such sum).”

A new Schedule 9.4(a) is hereby added to the Purchase Agreement in the form set forth in Schedule C to this letter agreement.

(9)     Pursuant to Section 5.17 of the Agreement, the Parties hereby allocate $115,000,000 of the Purchase Price to the acquisition by Purchaser of the Newco Shares.

(10)     Not more than $900,000 in cash held by CSX World Terminals Asia, Ltd. shall be included as Working Capital as of the Closing Date and such amount shall not be included within, or in any manner taken into account in calculating, the $500,000 limitation in sub-clause (i) of first proviso of the definition of Working Capital.

-2-

(11)     The amount to be paid by Purchaser to Seller on the Closing Date pursuant to Section 2.5 of the Purchase Agreement shall be $1,142,000,000, which amount is calculated as follows:

(i)     $1,131,000,000; plus

(ii)     $10,186,342, representing Seller’s good faith estimate of the adjustments to the Purchase Price relating to Working Capital and Debt, as provided by Seller to Purchaser of February 17, 2005; plus

(iii)     $813,658, being Seller’s estimate of the cash held by CSX World Terminals Asia, Ltd. as of the Closing Date.

Except as expressly modified by this letter agreement, the provisions of the Purchase Agreement shall remain unaffected and in full force and effect and the Purchase Agreement and this letter agreement together shall constitute the entire agreement of the parties with respect to the subject matter thereof and hereof.

This letter agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts executed in and to be performed entirely within that state. This letter agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one single instrument. The parties to this letter agreement are independent contracting parties and nothing in this letter agreement shall create a trust, partnership, agency or other legal relationship between the parties.

[Remainder of this page is intentionally left blank]

-3-

If the forgoing is in accordance with your understanding, please sign and return to us one counterpart hereof.

Very truly yours,

DUBAI PORTS INTERNATIONAL FZE

By:	/s/ Mohammed Sharaf
	Name: Mohammed Sharaf
	Title: Managing Director

Acknowledged and agreed by:

CSX CORPORATION

By:	/s/ Peter J. Shudtz
	Name: Peter J. Shudtz
	Title: Vice President

-4-

EX-99.1

Exhibit 99.1

DUBAI PORTS INTERNATIONAL COMPLETES ACQUISITION OF
CSX WORLD TERMINALS

•   DPI IS NOW ONE OF THE TOP 6 PORT OPERATORS IN THE WORLD

•   DPI HAS OPERATIONS THAT SPAN THE GLOBE ADDING ASIA AND LATIN AMERICA TO EXISTING FACILITIES IN MIDDLE EAST, EUROPE, AFRICA AND INDIA

•   DPI HAS ACQUIRED FUTURE DEVELOPMENT PROJECTS INCLUDING PUSAN NEWPORT IN SOUTH KOREA

•   DPI ABLE TO SERVICE INTERNATIONAL CUSTOMERS WITH A GLOBAL NETWORK

Dubai, Hong Kong, Jacksonville, FL, 22 February 2005 — Dubai Ports International (“DPI”), one of the world’s leading port operators, today announces that it has completed the acquisition of CSX World Terminals (“CSX WT” or “the Company”) the international terminal business of CSX Corporation ( NYSE: CSX), for closing cash consideration of USD1.142 billion, subject to final working capital and long-term debt adjustments.

The conclusion of this transaction means that DPI is now one of the world’s top 6 operators. DPI currently has extensive operations in the Middle East, Africa, Europe and India. The acquisition of CSX WT gives DPI a strong presence in Asia for the first time, including CT3 and CT8W in Hong Kong, Tianjin and Yantai in China as well as operations in Australia, Germany, Dominican Republic and Venezuela. DPI now has a truly international network with the capacity to service the needs of customers across the globe. The combined portfolio consists of interests in 15 operational terminals in 13 locations with a combined capacity in excess of 24 million TEUs.

Importantly for the future development and expansion of the network, DPI has acquired the Company’s strong pipeline of development projects. In particular, CSX WT has a 25% interest in, and will be the operator of, Pusan Newport, South Korea, a 9-berth facility with a capacity of 5.5 million teus that is currently under development and is expected to commence operations in 2006.

DPI has also acquired interests in logistics businesses in Hong Kong and China, notably ATL, the market leading logistics operator based at Kwai Chung, Hong Kong. On 30 December 2004, prior to the completion of this transaction, CSX WT announced that it had raised its stake in Asia Container Terminals Ltd (“ACT”) to 68.6% giving the Group a majority share in this important operation. ACT is the owner and operator of the premier terminal CT8W in Hong Kong.

The transaction was financed from a committed loan facility arranged and underwritten by Deutsche Bank AG on 16 December 2004 for USD1.45 billion.

Deutsche Bank acted as financial adviser to Dubai Ports International and Citigroup Global Markets acted as financial adviser to CSX with respect to the transaction. Sullivan & Cromwell LLP acted as legal counsel to DPI and Arnold & Porter LLP represented CSX.

Sultan Ahmed Bin Sulayem, Executive Chairman, Dubai Ports, commented:

“I am delighted that the transaction is completed. The acquisition of CSX WT complements DPI’s existing network giving us a truly global footprint that will benefit our customers and partners around the world. It will allow DPI to participate in the long-term growth of the global transportation and logistics industry and gives us access to new growth markets in Asia and Latin America.

” I would like to take this opportunity to welcome CSX WT’s employees into the DPI family. We are all looking forward to working with you to build and develop this business.”

Mohammed Sharaf, Managing Director, Dubai Ports International, said:

“The addition of such strong operations in Asia means that we can look forward to further enhancing our relationships with existing DPI customers and extending our high service levels to new ones. We are proud of the relationships we have with our international customers and want to serve them at an international level.

“The skills that have made the Dubai Ports such a success story will be transferred to the newly-acquired businesses. Over the longer-term we will seek to improve the breadth and quality of the services available across our network. As always, we are focused on providing our customers with a level of service second to none.”

Peter Wong, Vice President China, CSX World Terminals said:

“I am very pleased that the acquisition has been completed. DPI has an excellent reputation for the successful management and growth of port operations. It is clear that the combination of two such complimentary operations is great news for our customers and employees.”

Rufin Mak, Vice President Hong Kong, CSX World Terminals said:

“This is an exciting time for the World Terminals business and we are looking forward to working with DPI to create an even more successful company.”

— ENDS —

- 2 -

          For further information please contact:

Asia	Middle East
Gavin Anderson & Company	Bell Pottinger Communications
Richard Barton	Tom Mollo
+852 9308 1056	+9714 390 2514
+852 2218 9988	+9715 0550 4203
rbarton@gavinanderson.com.hk	tmollo@bell-pottinger.co.uk
Ilja Maynard-Gregory	Europe
+852 9803 5702	Robin Tozer
+852 2218 9952	+44 (0)207 861 3891
imaynard-gregory@gavinanderson.com.hk	+4478877 21295
	rtozer@bell-pottinger.co.uk

          Notes to the Editor

          About Dubai Ports

Dubai Ports (comprising of Dubai Ports International “DPI” and Dubai Ports Authority, “DPA”) owns, operates and manages container terminals and ports around the world.

In 2004, the terminals operated by Dubai Ports handled over 8 million TEUS which includes ports in India (Port of Visakhapatnam), Saudi Arabia (Port of Jeddah), Djibouti (Port of Djibouti) and Romania (Port of Constantza) and the home terminals of Jebel Ali and Port Rashid. Through a sister company, DPI also manages the free zones of Malaysia’s Port Kalang and the Tangier Free Zone.

DPI’s unique cross-sector expertise offers solutions in all aspects of port operations, ultimately driving efficiency and financial returns for port users. DPI also enables its customers to experience the same high level of service that they have come to expect when their vessels call at Dubai. DPA is known for its ability to provide a superior level of service to shipping lines at its flagship domestic operations of Port Rashid and Jebel Ali and has been voted “Best Seaport in the Middle East” for 10 consecutive years.

DPA ranks within the largest container ports worldwide in volume and has in recent years embarked on a significant expansion programme. Over the next 10 years, DPA is planning to increase capacity from current 6.5 million TEUS to over 20 million TEUS. Over the last three years, DPA’s annual growth in throughput has averaged 23%. In December 2004, DPA reported 24% growth in its handling operations and set a cargo traffic record of 6.4 million TEUS for the year. Dubai was ranked the 10^th largest port operation in the world. DPI in its four international port operations — Jeddah, Djibouti, Vizag and Constantza — achieved 26.5% growth year on year in 2004.

On 8 December 2004, DPI signed a definitive agreement with CSX Corporation to acquire the international terminal business conducted by CSX World Terminals (CSX WT) and

-3-

other related interests. CSX WT is a leading international terminal developer and operator with operations in Asia, Europe, Australia and Latin America. With completion of this transaction, DPI ranks as a top 6 global ports operator. On 30 December 2004, CSX WT announced that it had increased its stake in Asia Container Terminals (“ACT”) to 68.6%. ACT is the owner and operator of the premier terminal CT8W in Hong Kong.

In addition to DPI’s established operations it is undertaking a number of major development projects around the world including the construction of India’s largest single operator container terminal at Vallarpadam at Kochi Port and the largest capacity and deepest port in South Korea at Pusan New Port.

DPI has been at the forefront of Dubai’s extraordinary transformation into one of the world’s leading trade and commerce hubs.

About CSX Corporation

CSX Corporation (NYSE: CSX), based in Jacksonville, Fla., owns the largest rail network in the eastern United States. CSX and its 34,000 employees provide rail transportation services over a 21,000 route-mile network in 23 states, the District of Columbia and two Canadian provinces, and intermodal services through CSX Intermodal.

-4-