UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13D

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

 

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

 

CSX Corporation

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

126408103

(CUSIP Number)

 

Mr. Christopher Hohn

Mr. Alexandre Behring

The Children's Investment

3G Capital Partners Ltd.

Fund Management (UK) LLP

c/o 3G Capital Inc.

7 Clifford Street

800 Third Avenue

London W1S 2WE

31st Floor

United Kingdom

New York, New York 10022

+44 20 7440 2330

(212) 893-6727

 

With a copy to:

 

Marc Weingarten, Esq.

Stephen Fraidin, Esq.

David Rosewater, Esq.

Andrew E. Nagel, Esq.

Schulte Roth & Zabel LLP

Kirkland & Ellis LLP

919 Third Avenue

153 East 53rd Street

New York, New York 10022

New York, New York 10022

(212) 756-2000

(212) 446-4800

 

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

(continued on following pages)

June 11, 2008

(Date of Event which Requires Filing of this Schedule)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

_______________________

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Page 1 of 16 Pages)

 

CUSIP No. 126408103

 

SCHEDULE 13D

Page 2 of 16 Pages

 

 

 

 

 

 

1

NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

The Children's Investment Fund Management (UK) LLP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) x

(b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS*

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

England

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

17,796,998 (See Item 4)

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

17,796,998 (See Item 4)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

4.4% (See Item 4)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

x

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.4% (See Item 4)

14

TYPE OF REPORTING PERSON*

PN

 

 

CUSIP No. 126408103

 

SCHEDULE 13D

Page 3 of 16 Pages

 

 

 

 

 

1

NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

The Children's Investment Fund Management (Cayman) Ltd.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) x

(b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS*

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

17,796,998 (See Item 4)

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

17,796,998 (See Item 4)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

4.4% (See Item 4)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

x

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.4% (See Item 4)

14

TYPE OF REPORTING PERSON*

CO

 

 

CUSIP No. 126408103

 

SCHEDULE 13D

Page 4 of 16 Pages

 

 

 

 

 

1

NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

The Children's Investment Master Fund

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) x

(b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS*

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

17,796,998 (See Item 4)

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

17,796,998 (See Item 4)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

4.4% (See Item 4)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.4% (See Item 4)

14

TYPE OF REPORTING PERSON*

CO

 

 

CUSIP No. 126408103

 

SCHEDULE 13D

Page 5 of 16 Pages

 

 

 

 

 

1

NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Christopher Hohn

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) x

(b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS*

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United Kingdom

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

17,796,998 (See Item 4)

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

17,796,998 (See Item 4)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

4.4% (See Item 4)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

x

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.4% (See Item 4)

14

TYPE OF REPORTING PERSON*

IN

 

 

CUSIP No. 126408103

 

SCHEDULE 13D

Page 6 of 16 Pages

 

 

 

 

 

1

NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

3G Capital Partners Ltd.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) x

(b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS*

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

17,232,854 (See Item 4)

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

17,232,854 (See Item 4)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

4.3% (See Item 4)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

x

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.3% (See Item 4)

14

TYPE OF REPORTING PERSON*

CO

 

 

CUSIP No. 126408103

 

SCHEDULE 13D

Page 7 of 16 Pages

 

 

 

 

 

1

NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

3G Capital Partners, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) x

(b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS*

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

17,232,854 (See Item 4)

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

17,232,854 (See Item 4)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

4.3% (See Item 4)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.3% (See Item 4)

14

TYPE OF REPORTING PERSON*

PN

 

 

CUSIP No. 126408103

 

SCHEDULE 13D

Page 8 of 16 Pages

 

 

 

 

 

1

NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

3G Fund L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) x

(b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS*

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

17,232,854 (See Item 4)

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

17,232,854 (See Item 4)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

4.3% (See Item 4)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

x

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.3% (See Item 4)

14

TYPE OF REPORTING PERSON*

PN

 

 

CUSIP No. 126408103

 

SCHEDULE 13D

Page 9 of 16 Pages

 

 

 

 

 

1

NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Alexandre Behring

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) x

(b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS*

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Brazil

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

17,232,854 (See Item 4)

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

17,232,854 (See Item 4)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

4.3% (See Item 4)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

x

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.3% (See Item 4)

14

TYPE OF REPORTING PERSON*

IN

 

 

CUSIP No. 126408103

 

SCHEDULE 13D

Page 10 of 16 Pages

 

 

 

 

 

1

NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Gilbert H. Lamphere

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) x

(b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS*

PF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

SOLE VOTING POWER

22,600

8

SHARED VOTING POWER

-0-

9

SOLE DISPOSITIVE POWER

22,600

10

SHARED DISPOSITIVE POWER

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

22,600

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.0%

14

TYPE OF REPORTING PERSON*

IN

 

 

CUSIP No. 126408103

 

SCHEDULE 13D

Page 11 of 16 Pages

 

 

 

 

 

1

NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Timothy T. O'Toole

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) x

(b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS*

PF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

SOLE VOTING POWER

2,500

8

SHARED VOTING POWER

-0-

9

SOLE DISPOSITIVE POWER

2,500

10

SHARED DISPOSITIVE POWER

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

2,500

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.0%

14

TYPE OF REPORTING PERSON*

IN

 

 

CUSIP No. 126408103

 

SCHEDULE 13D

Page 12 of 16 Pages

 

 

Item 1.

SECURITY AND ISSUER.

This Amendment No. 5 is filed with respect to the shares of Common Stock, par value $1.00 per share (the "Shares"), of CSX Corporation (the "Issuer"), beneficially owned by the Reporting Persons (as defined in the Schedule 13D filed with the Securities and Exchange Commission on December 19, 2007, as heretofore amended (the "Schedule 13D")) as of June 13, 2008 and amends and supplements the Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified. The Reporting Persons report the number of Shares indicated herein pursuant to the District Court's ruling and without prejudice to their right to challenge that ruling on appeal.

ITEM 2

IDENTITY AND BACKGROUND

See amendment to Item 4 below, which is incorporated into Item 2(e) by reference.

ITEM 4.

PURPOSE OF TRANSACTION

Item 2(e), Item 4, Item 5(a), and Item 6 of the Schedule 13D are amended to include the following additional disclosure:

On June 11, 2008, Judge Kaplan of the Federal District Court for the Southern District of New York issued a decision in the litigation previously described in Item 4, a copy of which is filed herewith as exhibit 99.8. The Court found, among other findings, that (i) the TCI Reporting Persons created and used total return swaps as part of a plan or scheme to evade the reporting requirements of Section 13(d) of the Act, and by virtue of Rule 13d-3(b)of the Act the TCI Reporting Persons are deemed to be a beneficial owner of the Shares held by the counterparties to such swaps, and (ii) the TCI Reporting Persons and the 3G Reporting Persons formed a "group" for purposes of Section 13(d) of the Act no later than February 13, 2007.

Based on the Court's finding in (i) above, the TCI Reporting Persons would be deemed to beneficially own not only 17,796,998 Shares, representing approximately 4.4% of the Shares outstanding, but an additional 46,401,000 Shares, representing approximately 11.5% of the Shares outstanding, which Shares are held for hedging purposes by counterparties to total return swaps to which the TCI Reporting Persons are party. Based on the Court's finding in (i) above, the TCI Reporting Persons would be deemed to beneficially own a total of 64,197,998 Shares, representing approximately 15.9% of the Shares outstanding, and the TCI Reporting Persons and the 3G Reporting Persons collectively would be deemed to beneficially own a total of approximately 20.1% of the Shares outstanding. The ownership percentages in this paragraph are based on 404,783,890 Shares outstanding, which is the total number of Shares outstanding as of April 21, 2008 as reported in the Issuer's Proxy Statement for the 2008 Annual Meeting, dated April 25, 2008. According to the Court’s opinion, the TCI Reporting Persons are “deemed to be a beneficial owner of the shares held by [their] counterparties to hedge their short exposures created by” the TCI Total Return Swaps.

The Court enjoined the TCI Reporting Persons and the 3G Reporting Persons from violating Section 13(d) of the Act and Regulation 13D thereunder.

The Reporting Persons respectfully disagree with the Court's decision, do not believe that they violated any securities laws, and plan to appeal the decision to the U.S. Court of Appeals for the Second

 

CUSIP No. 126408103

 

SCHEDULE 13D

Page 13 of 16 Pages

 

 

Circuit. The Reporting Persons report the number of Shares indicated herein pursuant to the District Court's ruling and without prejudice to their right to challenge that ruling on appeal. If the Reporting Persons are successful in the appeal on this issue, they would not be deemed to beneficially own the Shares held for hedging purposes by counterparties to the total return swaps to which the TCI Reporting Persons are party.

This description of the decision is qualified in its entirety by reference to Exhibit 99.8.

ITEM 5.

INTEREST IN SECURITIES OF THE ISSUER

See amendment to Item 4 above, which is incorporated into Item 5(a) by reference.

ITEM 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

See amendment to Item 4 above, which is incorporated into Item 6 by reference.

ITEM 7.

MATERIAL TO BE FILED AS EXHIBITS

Item 7 of the Schedule 13D is amended and restated in its entirety as follows:

 

Exhibit 1.

Joint Filing Agreement (Previously Filed)

 

 

Exhibit 2.

Letter from TCIF UK to the CSX Board of Directors dated October 16, 2007 (Previously Filed)

 

 

Exhibit 3.

Letter from TCIF UK to the CSX Board of Directors dated October 22, 2007 (Previously Filed)

 

 

Exhibit 4.

Letter Agreement between TCIF UK and 3G Capital Ltd. dated December 12, 2007 (Previously filed)

 

 

Exhibit 5.

Complaint Filed by the Issuer against the Reporting Persons, dated March 17, 2008 (Previously Filed)

 

 

Exhibit 99.6.

Answer and Counterclaims filed by the TCI Reporting Persons, dated April 4, 2008 (Previously Filed)

 

 

Exhibit 99.7.

Answer and Counterclaims filed by the 3G Reporting Persons, dated April 4, 2008 (Previously Filed)

 

 

Exhibit 99.8.

Opinion of the Federal District Court for the Southern District of New York, dated June 11, 2008

 

 

CUSIP No. 126408103

 

SCHEDULE 13D

Page 14 of 16 Pages

 

 

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: June 13, 2008

 

THE CHILDREN'S INVESTMENT FUND MANAGEMENT (UK) LLP

 

 

 

/s/ Christopher Hohn

 

 

Christopher Hohn

Managing Partner

 

 

THE CHILDREN'S INVESTMENT FUND MANAGEMENT (CAYMAN) LTD.

 

 

 

/s/ David DeRosa

 

 

David DeRosa

Director

 

 

THE CHILDREN'S INVESTMENT MASTER FUND

 

 

 

/s/ David DeRosa

 

 

David DeRosa

Director

 

 

/s/ Christopher Hohn

 

 

Christopher Hohn

 

 

3G CAPITAL PARTNERS LTD.

 

 

 

/s/ Alexandre Behring

 

 

Alexandre Behring

Managing Director

 

 

3G CAPITAL PARTNERS L.P.

 

By:

3G Capital Partners Ltd.

 

Its:

General Partner

 

 

 

CUSIP No. 126408103

 

SCHEDULE 13D

Page 15 of 16 Pages

 

 

 

 

 

/s/ Alexandre Behring

 

Alexandre Behring

Managing Director

 

 

3G FUND L.P.

 

By:

3G Capital Partners, L.P.

 

Its:

General Partner

 

 

By:

3G Capital Partners Ltd.

 

Its:

General Partner

 

 

 

/s/ Alexandre Behring

 

Alexandre Behring

Managing Director

 

 

/s/ Alexandre Behring

 

Alexandre Behring

 

/s/ Gilbert H. Lamphere

 

Gilbert H. Lamphere

 

/s/ Timothy T. O'Toole

 

Timothy T. O'Toole

 

/s/ Gary L. Wilson

 

Gary L. Wilson

 

 

 

CUSIP No. 126408103

 

SCHEDULE 13D

Page 16 of 16 Pages

 

 

EXHIBIT INDEX

 

Exhibit 1.

Joint Filing Agreement (Previously Filed)

 

 

Exhibit 2.

Letter from TCIF UK to the CSX Board of Directors dated October 16, 2007 (Previously Filed)

 

 

Exhibit 3.

Letter from TCIF UK to the CSX Board of Directors dated October 22, 2007 (Previously Filed)

 

 

Exhibit 4.

Letter Agreement between TCIF UK and 3G Capital Ltd. dated December 12, 2007 (Previously filed)

 

 

Exhibit 5.

Complaint Filed by the Issuer against the Reporting Persons, dated March 17, 2008 (Previously Filed)

 

 

Exhibit 99.6.

Answer and Counterclaims filed by the TCI Reporting Persons, dated April 4, 2008 (Previously Filed)

 

 

Exhibit 99.7.

Answer and Counterclaims filed by the 3G Reporting Persons, dated April 4, 2008 (Previously Filed)

 

 

Exhibit 99.8.

Opinion of the Federal District Court for the Southern District of New York, dated June 11, 2008