CSX 8-K 2005
Washington, D.C. 20549
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
(Exact name of registrant as specified in its charter)
Commission file number: 1-8022
(Registrants 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:
SECTION 1 REGISTRANTS 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
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.
Date: February 25, 2005