[Federal Register Volume 59, Number 165 (Friday, August 26, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-21097]


[[Page Unknown]]

[Federal Register: August 26, 1994]


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INTERSTATE COMMERCE COMMISSION

[Finance Docket No. 32556]

 

Illinois Central Corporation--Common Control--Illinois Central 
Railroad Company and The Kansas City Southern Railway Company

AGENCY: Interstate Commerce Commission.

ACTION: Notice of prefiling notification and request for comments.

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SUMMARY: Pursuant to 49 CFR 1180.4(b), applicants have notified the 
Commission of their intent to file an application seeking approval for 
Illinois Central Corporation's (IC) acquisition of control of and 
merger with Kansas City Southern Industries Inc., and the resulting 
common control of Illinois Central Railroad Company and The Kansas City 
Southern Railway Company by IC. The Commission finds this to be a major 
transaction as defined in 49 CFR part 1180. Applicants have proposed an 
accelerated procedural schedule, and the Commission invites interested 
persons to comment on it.

DATES: Written comments must be filed with the Interstate Commerce 
Commission no later than September 12, 1994. Applicants' reply is due 
by September 22, 1994.

ADDRESSES: An original and 20 copies of all documents must refer to 
Finance Docket No. 32556 and be sent to: Office of the Secretary, Case 
Control Branch, Attn: Finance Docket No. 32556, Interstate Commerce 
Commission, Washington, DC 20423.

FOR FURTHER INFORMATION CONTACT: Joseph Dettmar, (202) 927-5660. [TDD 
for hearing impaired: (202) 927-5721.]
    In addition, one copy of all documents in this proceeding must be 
sent to applicants' representative: Robert P. vom Eigen, Hopkins & 
Sutter, 888 Sixteenth Street, N.W., Washington, DC 20006.

SUPPLEMENTARY INFORMATION: On July 29, 1994, Illinois Central 
Corporation (IC), Illinois Central Railroad Company (ICRR), Kansas City 
Southern Industries Inc. (KCSI), and The Kansas City Southern Railway 
Company (KCSR) (collectively applicants) filed a notice of intent 
indicating that IC will file an application seeking Commission approval 
and authorization under 49 U.S.C. 11343-47 for: (1) IC's acquisition of 
control of and merger with KCSI; and (2) the resulting common control 
of ICRR and KCSR by IC.
    In this transaction, IC will acquire 100% of the stock of KCSI. The 
acquisition will occur as part of a transaction in which (1) KCSI will 
effect a reorganization in which it distributes complete ownership of 
its financial services and information processing operations to the 
holders of KCSI's common stock; and (2) IC will place its stock in ICRR 
into an independent voting trust.\1\ Applicants state that, while 
awaiting approval of the transaction by the Commission, ICRR and KCSR 
will be operated independently. The parties anticipate that the 
independent voting trust will terminate upon approval of the 
transaction by this Commission.
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    \1\On August 16, 1994, IC requested, under 49 CFR 1013.3(a), an 
informal opinion from the Secretary of the Commission that the 
proposed voting trust arrangement will insulate IC from any 
violation of the Interstate Commerce Act pending approval of the 
application.
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    Applicants state that, after the reorganization has occurred, IC 
and KCSI intend to consummate the merger in which KCSI will be merged 
with IC and the separate existence of KCSI will cease.
    Applicants will use the year July 1, 1993 to June 30, 1994, for 
purposes of the impact analyses to be filed in their application. 
Applicants anticipate filing their application on or about November 1, 
1994.
    The Commission finds that this is a major transaction, as defined 
at 49 CFR 1180.2(a), as it is a control transaction involving two or 
more class I railroads. The application must conform to the regulations 
set forth at 49 CFR part 1180 and must contain all information required 
there for major transactions, except as modified by any advance waiver. 
Applicants are also required to submit maps with overlays that show the 
existing routes of both carriers and their competitors.
    By petition filed August 5, 1994, applicants sought approval of a 
protective order to protect confidential, highly confidential, and 
proprietary information, including contract terms, shipper-specific 
traffic data, and other traffic data to be submitted in connection with 
the control application. A protective order was approved in a decision 
served August 12, 1994.
    Also on August 5, 1994, applicants filed a petition to establish a 
procedural schedule. The Commission seeks comments now on applicants' 
proposed procedural schedule. Applicants' proposed procedural schedule 
is as follows:\2\
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    \2\In addition to submitting an original and 20 copies of all 
documents filed with the Commission, the parties are encouraged to 
submit all pleadings and attachments as computer data contained on a 
3.5-inch floppy diskette which is formatted for WordPerfect 5.1 (or 
formatted so that it can be converted by WordPerfect 5.1). The 
computer data contained on the computer diskettes submitted are 
subject to the protective order attached to the Commission's 
decision served August 12, 1994, and this information is for the 
exclusive use of Commission employees working directly on review of 
substantive matters in this proceeding. The flexibility provided by 
such computer file data will facilitate expedited review by the 
Commission and its staff.
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Proposed Procedural Schedule

    F  Primary application filed.
    F+30  Commission notice of acceptance of primary application 
published.
    F+75  Comments on primary application (except DOJ, DOT) due, 
including first list of protective conditions or other affirmative 
relief to be sought.
    F+90  DOJ, DOT comments on primary application due.
    F+105  Second lists of protective conditions due.
    F+120  Responsive applications due; opposition to primary 
application due.
    F+150  Commission notice of acceptance of responsive applications 
published.
    F+180  Government parties' evidence due; opposition to responsive 
applications due; rebuttal with respect to primary application due.
    F+205  Responses to government parties' evidence due; rebuttal in 
support of responsive applications due.
    F+220 to F+225  Hearing on all evidence; witnesses to be cross-
examined only to the extent specific need is shown in order to resolve 
material issues of disputed fact.
    F+246  Opening briefs due.
    F+256  Reply briefs due.
    F+270  Oral argument.
    F+365  Final decision.

    Under the proposal, immediately upon each evidentiary filing, the 
filing party will place all documents relevant to the filing (other 
than documents that are privileged or otherwise protected from 
discovery) in a depository open to all parties, and will make its 
witnesses available for discovery depositions. Access to documents 
subject to protective order will be appropriately restricted. Parties 
seeking discovery depositions may proceed by agreement. Relevant 
excerpts of transcripts will be received in lieu of cross-examination 
at the hearing, unless cross-examination is needed to resolve material 
issues of disputed fact. Discovery on responsive applications will 
begin immediately upon their filing.
    The proposed schedule contains substantially shorter time periods 
than those provided for in our rules at 49 CFR 1180.4(a)-(e). For 
example, Sec. 1180.4(e) tracks the statute at 49 U.S.C. 11345(b)(3) and 
requires that the evidentiary proceedings for a major transaction be 
completed in 24 months after acceptance of the primary application, 
with a final decision to be issued within 180 days thereafter.
    We invite interested persons to submit written comments on the 
proposed procedural schedule. Comments must be filed by September 12, 
1994. Applicants may reply by September 22, 1994.

    Decided: August 22, 1994.

    By the Commission, Chairman McDonald, Vice Chairman Phillips, 
and Commissioners Simmons and Morgan. Commissioner Simmons did not 
participate in the disposition of this phase of the proceedings.
Anne K. Quinlan,
Acting Secretary.
[FR Doc. 94-21097 Filed 8-25-94; 8:45 am]
BILLING CODE 7035-01-P