The factual dates in the Chessie – Seaboard merger
November 1, 1980: It’s not CSX’s founding date. You see this date as the date CSX was “founded,” “established,” “created,” as if CSX was left on a porch with Chessie System and Seaboard Coast Line inside, like an Amazon package. November 1, 1980 is important in CSX history, but it’s just wrong to think that nothing happened on any other dates. We miss a lot of history! In this post we look at CSX Corporation’s articles of incorporation, its charter (1), and incorporation data from Virginia. In this post the reader will learn that CSX was actually founded two years earlier and learn other important CSX history through some important dates, like November 14, 1978. It’s time to straighten out misinformation spread by one bad Wiki page about CSX Corporation!
November 14, 1978. On this date CSX Corporation was founded, incorporated in Richmond, Virginia. This means that CSX Corporation was formed, born on paper and came into legal existence. CSX Corporation was formed for the expressed purpose of becoming the holding company that would come to possess Seaboard and Chessie as its subsidiary companies. In the next days, the boards of both Chessie and Seaboard met in Richmond at the Commonwealth Club and voted in lock step for the merger. They worked out a plan to merge Chessie System and Seaboard Coast Line into their newly created CSX Corporation. The plan for the merger was published on November 16 and the main points of the plan were:
- A 50-50 partnership where each company would have a senior officer and an equal number of seats on the board;
- Discuss where to locate CSX Corporation’s headquarters, with several locations being considered; Louisville, Baltimore and land in Richmond were Seaboard and the Chesapeake and Ohio had jointly developed in a past partnership;
- The slow, gradual merger of Chessie and Seaboard that would translate into savings for the company. This would mean that some facilities would be combined, and some terminals would be abandoned.
The exchange of stock to the new CSX Corporation was described as a “one billion stock swap.” The exchange of stock for CSX stock would be 1 share for 1 share of Chessie stock, and 1.35 shares of CSX stock for each Seaboard stock. According to CSX’s charter, shares of Chessie and Seaboard stock had to be exchanged for CSX stock by the October 31st. We can also say that November 16 is important because of the published merger plan.
October 31, 1980 is the “Merger Date.” CSX’s articles of incorporation, or charter, put October 31, 1980 as the Merger Date, not November 1st. The Chessie system’s incorporation data on the website of the Virginia State Corporation Commission, the state agency that handles incorporation, puts the Chessie System as “Inactive” on October 31st for the reason of it having been “Merged.” This date also was, as we have seen, important for the shareholders and the conversion of stocks to CSX stock.
There is an important difference between the founding date and the start date (see below). The idea of “founding” and “starting” of a business may be different for different industries. We should describe CSX’s Founding Date as different from its Start Date. The merger followed the slow merger method led by Hays Watkins, who described the bringing of Chessie and Seaboard under control of CSX Corporation as “the love-making of two porcupines” to be done “slowly, but not too slowly.” The method of the slow merger avoided the sudden meshing of two separate business identities, as that was widely seen as the reason for the failure of the Penn Central merger. For the slow, bit by bit, process of the merger, the Founding of CSX to the “Merger Date” and then the first day CSX’s of business activities with Chessie and Seaboard as it’s subsidiaries is important to understand.
| Founding Date | Start Date | CSX Corporation |
|---|---|---|
The incorporation date is the day a business legally comes into existence. It’s is the official “birthday” of the company. The submission of articles of incorporation, the charter, to a state governmental agency. Certificate of Incorporation granted. Not always the date of the start of business operations. | The date of official start of a company’s operations, marking the start when it begins actively engaging in business activities. The company starts to generate revenue and making money serving its customers. Incorporation is a legal formality, while start date is the day the “opening day” for the company. | Founding date: Nov. 14, 1978 Merger Date: Oct. 31, 1980 Start Date: Nov. 1, 1980 |
So, what happened on November 1, 1980?! November 1, 1980 is the start date for CSX Corporation. November 1, 1980 is “opening day” for CSX, its first day of operations with its control over its Chessie and Seaboard subsidiaries. On this first day of CSX Corporation’s business life it held its first board of director meeting. True to the “merger of equals,” Chessie and Seaboard had 12 directors each. Starting on this day, CSX Corporation inherited 27,000 miles of tracks that stretched from Florida to Ontario, Canada and served 22 eastern states.
“Our forefathers long dreamed of a strong north-south railroad system that would link the industrial northeast with the southeast, tying together these two vital areas of the country. Today that dream is reality” (Associated Press, 1 November 1980).
Turning this dream into reality did not all happen on November 1, 1980. November 1, 1980 was the day the dream became reality with CSX Corporation, a holding company that had been in existence for almost two years. This was the day after the merger of Chessie System and Seaboard Coast Lines was completed. There was the merger plan and CSX’s cooperate charter that were the roadmaps. The merger of two railroad systems into CSX was a slow, two year process and did not just happen on all on November 1, 1980. Understanding this about November 1, 1980 will make you a more appreciative and knowledgeable CSX trainfan!
Endnote
- Learn what incorporation is … what a holding company is…and a parent company, what their relationships are to a subsidiary company. From Wyoming LLC Attorney.
References
Associated Press. “Chessie, Seaboard Get Merger Approval.” September 25, 1980.
Associated Press. “Two Railroads Complete Merger into CSX Corp.” November 1, 1980.
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange act of 1934. CSX. United States Securities Exchange Commission. February 22, 2022. https://www.sec.gov/Archives/edgar/data/277948/000027794823000006/csx-20221231.htm
Benedict, Howard. September 24, 1980, Associated Press.
Commonwealth of Virginia. State Corporation Commission. Clerk’s Information System. Entity ID:01898816 – CSX Corporation, Inc. Accessed on: April 12, 2025.
https://cis.scc.virginia.gov/EntitySearch/BusinessInformation?businessId=82715&source=FromEntityResult&isSeries%20=%20false
Commonwealth of Virginia. State Corporation Commission. Clerk’s Information System. Entity ID:01439512 – Chessie System, Inc. Accessed on: April 12, 2025 https://cis.scc.virginia.gov/EntitySearch/BusinessInformation?businessId=65232&source=FromEntityResult&isSeries%20=%20false
CSX Corporation. Amended and Restated Articles of Incorporation. Accessed on April 12, 2025.
https://s2.q4cdn.com/859568992/files/doc_downloads/corp_gov/CSX-Articles-of-Incorporation-06.2021.pdf
Facts of File. “Chessie-Seaboard Rail Merger Backed.” March 23, 1979.
Jones, Williams H. “Chessie, Seaboard Plan Merger.” Washington Post. November 17, 1978.
Lappen, Alyssa A. and Jefferson Grigsby, ed. “Slowly, but not too slowly.” October 27, 1980. Forbes.
McLeod, Don. Associated Press. June 25, 1979.
PR Wire. No Headline in Original. October 1, 1980.
Waycross Journal Hearld. “Rail Merger Talk Here Said Light.” Waycross, GA, 17 November 1978.
Saunders, Richard. 2003. Main Lines: Rebirth of North American Railroads. 1970-2002.
Trains. United States, Kalmbach Publishing Company, 1978, Vol. 39, P.8
United States Interstate Commerce Commission. “CSX Corporation – Control – Chessie System, Inc., and Seaboard Coast Line Industries, Inc” 363 ICC 521, 1980.
Watkins, Hays T. 2001. Just Call Me Hays. Recollections, Reactions and Reflections on 42 Years of Railroading.
Williams, John D. “Seaboard Line, Chessie System, Plan to Merge.” Wall Street J. November 17, 1978.
