[Federal Register Volume 59, Number 132 (Tuesday, July 12, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-16837]


[[Page Unknown]]

[Federal Register: July 12, 1994]


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INTERSTATE COMMERCE COMMISSION

[Finance Docket No. 32531]

 

Patrick D. Broe, The Broe Companies, The Great Western Railway 
Company, Railco Inc., Chicago West Pullman Transportation Corp., et 
al.--Corporate Family Reorganization Exemption

    On June 9, 1994, Patrick D. Broe (Mr. Broe), The Broe Companies, 
Inc. (BCI), The Great Western Railway Company (GWR), Railco Inc. 
(Railco), Chicago West Pullman Transportation Corp. (CWPT), OmniTRAX, 
Inc. (OmniTRAX), and their carrier subsidiaries jointly filed a notice 
of exemption under 49 CFR 1180.2(d)(3) to reorganize the carrier 
subsidiaries and for OmniTRAX, a noncarrier holding company, to control 
the carrier subsidiaries.
    Mr. Broe is a noncarrier individual who directly controls Panhandle 
Northern Railroad Company (PNR) and Central Kansas Railway Limited 
Liability Company (CKR) and who also owns and controls BCI and 
OmniTRAX. BCI is a noncarrier holding company that directly controls 
the noncarriers GWR and Railco. GWR directly controls the carriers 
Great Western Railway of Colorado, Inc. (GWRC), Great Western Railway 
Company of Iowa, Inc. (GWRI), and Great Western Railway of Oregon, Inc. 
(GWRO). Railco controls the noncarrier CWPT, which in turn controls six 
class III railroads: the Chicago, West Pullman & Southern Railroad 
Company (CWP&S); the Georgia Woodlands Railroad Company (GWRR); The 
Newburgh & South Shore Railroad Company (NSR); Chicago Rail Link (CRL); 
Manufacturers' Junction Railway Company (MJR); and Kansas Southwestern 
Railway Company (KSW).
    Under the reorganization, MJR, CWP&S, GWRR, KSW, CRL, GWRI, PNR and 
GWRC will be reformed as limited liability companies. GWRO will remain 
a corporation. NSR will be reformed as a limited liability partnership. 
BCI will convey its interest in GWR, Railco and CWPT to OmniTRAX and 
the GWR, Railco and CWPT holding companies will be dissolved. Mr. Broe 
will transfer his direct controlling interests in PNR and CKR to 
OmniTRAX. As a result of these transactions, OmniTRAX will control all 
11 rail carriers (MJR, CWP&S, GWRR, KSW, CRL, GWRI, PNR, GWRC, NSR, CKR 
and GWRO). Mr Broe will continue to control OmniTRAX.
    The parties intend to consummate the transactions on or after June 
15, 1994.
    These transactions are within a corporate family of the type 
specifically exempted from prior review and approval under 49 CFR 
1180.2(d)(3). The parties say that the transactions will not result in 
adverse changes in service levels, significant operational changes, or 
a change in the competitive balance with carriers outside the corporate 
family. The stated purpose of the reorganization is to obtain better 
tax treatment, to facilitate estate planning, and to simplify the 
corporate structure, which should allow a more efficient operation.
    As a condition to use of this exemption, any employees adversely 
affected by the transactions will be protected by the conditions set 
forth in New York Dock Ry.--Control--Brooklyn Eastern Dist., 360 I.C.C. 
60 (1979).
    Petitions to revoke the exemption under 49 U.S.C. 10505(d) may be 
filed at any time. The filing of a petition to revoke will not 
automatically stay the transactions. Pleadings must be filed with the 
Commission and served on: Karl Morell, Ball, Janik & Novack, Suite 
1035, 1101 Pennsylvania Ave., NW., Washington, DC 20004.

    Decided: July 6, 1994.

    By the Commission, David M. Konschnik, Director, Office of 
Proceedings.
Sidney L. Strickland, Jr.,
Secretary.
[FR Doc. 94-16837 Filed 7-11-94; 8:45 am]
BILLING CODE 7035-01-P