Railroad Co. Fires Back At Hedge Funds With Lawsuit

Mar 17 2008 | 10:51am ET

Railroad transportation company CSX has filed a lawsuit against two hedge funds, alleging violations of federal securities laws. The lawsuit, which was filed against The Children's Investment Fund and 3G Capital Partners, follows months of moves by the hedge funds to agitate the railroad company’s management for change.

The two hedge funds have been working closely to nominate a slate of directors to stand for election at the 2008 CSX annual meeting.

The lawsuit was filed by CSX today in the United States District Court for the Southern District of New York and alleges violations of federal securities laws, including violations of Section 13(d) of the Securities Exchange Act of 1934. The lawsuit alleges, among other things, that London-based TCI has employed swap agreements in order to evade the filing requirements of Section 13(d), and that TCI's disclosures concerning its 11.5% swap position in CSX shares are materially misleading because they fail to disclose that swap counterparties intend to vote CSX shares in accordance with TCI's wishes.

The lawsuit further alleges that TCI and 3G's disclosures concerning their formation of a Section 13(d) group are false and misleading and, therefore, material information that the investing public should have regarding the group and its intentions with respect to the company is currently unavailable.

"We filed this suit against TCI and 3G to ensure that all of our shareholders receive complete and accurate information about the group's holdings, agreements, plans and motivations to which they are entitled under federal securities laws," said Michael Ward, chairman, president and CEO of the Jacksonville, Fla.-based CSX.

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