- Complaint alleges that funds attempted to change CSX’s corporate structure by withholding information on percentage of CSX shares controlled.
- CSX claims that the funds used swap agreements to evade federal securities filing requirements and acquired more than 5% of its common stock without making required disclosures.
- formed a Section 13(d)(3) group with beneficial ownership of over 5% of outstanding CSX common stock, yet allegedly failed to timely file legally required schedules - according to the complaint, to secretly accumulate CSX stock.
- Allegedly TCI’s disclosures of its CSX share swap position were materially misleading, failing to disclose that swap counterparties intend to vote CSX shares in accordance with TCI’s wishes.
- CSX seeks to divest funds of shares acquired and to terminate all CSX-referenced swaps from the time they should have been disclosed.
- CSX requests that the funds be prohibited from (or seeks to limit) voting those shares at the 2008 annual meeting.
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