[Federal Register Volume 59, Number 206 (Wednesday, October 26, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-26513]


[[Page Unknown]]

[Federal Register: October 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: Request for comments as to the lawfulness of a voting trust 
proposed by applicants.

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SUMMARY: On July 29, 1994, IC Corp, ICRR, Kansas City Southern 
Industries Inc. (KCSI), and the Kansas City Southern Railway Company 
(KCSR) (collectively applicants) filed a notice of intent to file an 
application seeking Commission approval and authorization for: (1) IC 
Corp's acquisition of control of and merger with KCSI; and (2) the 
resulting common control of ICRR and KCSR by IC Corp. Applicants have 
submitted a proposed voting trust agreement/management plan for which 
they seek an informal opinion stating that the proposal effectively 
insulates IC Corp (the settlor of the trust) from any violation of 49 
U.S.C. 11343. The Commission here seeks comments on that issue and 
other related issues.

DATES: Written comments must be filed with the Interstate Commerce 
Commission and served on applicants no later than November 15, 1994. 
Applicants' reply is due by November 25, 1994.

ADDRESSES: An original and 20 copies of all documents must be sent to 
Office of the Secretary, Case Control Branch, Interstate Commerce 
Commission, 1201 Constitution Avenue NW., Washington, DC 20423. Attn: 
Finance Docket No. 32556. In addition, one copy of all documents in 
this proceeding must be sent to applicants' representatives: (1) Robert 
P. vom Eigen, Hopkins & Sutter, 888 Sixteenth Street NW., Washington, 
DC 20006; and (2) William A. Mullins, Troutman Sanders, 601 
Pennsylvania Avenue NW., Suite 640 North Building, Washington, DC 
20004.

FOR FURTHER INFORMATION CONTACT: Joseph Dettmar, (202) 927-5660. [TDD 
for hearing impaired: (202) 927-5721.]

SUPPLEMENTARY INFORMATION: In this transaction, IC Corp will acquire 
100% of the stock of KCSI. The acquisition will occur as a 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 Corp will place its stock in its subsidiary, ICRR, 
rather than the carrier to be acquired (KCSR) or its parent (KCSI), 
into an independent voting trust.
    IC Corp proposes to acquire KCSI, which controls KCSR, without 
Commission authority. Section 11343 (49 U.S.C. 11343), the provision 
governing consolidations, mergers, and acquisition of control, requires 
that Commission authority be obtained for the acquisition of control of 
a carrier by any number of carriers or the acquisition of control of at 
least two carriers by a person that is not a carrier. After IC Corp 
places its shares of ICRR stock into trust, the holding company will 
immediately acquire control of KCSR. 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 common control 
by the Commission.
    In connection with the placement of ICRR stock into the voting 
trust, certain major personnel changes will be effected: (1) IC Corp's 
and ICRR's current chairman of the board, president/Chief Executive 
Officer/director, and chief financial officer will resign their 
positions with ICRR and assume identical positions at KCSR, but will 
retain their positions with IC Corp; (2) their positions at ICRR will 
be filled, respectively, by ICRR's current senior vice president--
marketing, senior vice president--operations, and controller; (3) all 
ICRR officers who will remain with ICRR, and who presently occupy 
positions with IC Corp, will resign from their positions with the 
holding company; and (4) several outside directors will resign their 
positions on the IC Corp board and will become directors of ICRR.
    Certain shippers and labor interests have identified concerns 
associated with applicants' proposal. For this reason, and because of 
the uniqueness of the proposal, we have decided to review it ourselves 
rather than delegating the matter to agency staff. To assist us in that 
review, we seek public comment on: (1) whether the proposal 
sufficiently insulates IC Corp from controlling ICRR prior to 
Commission approval of IC Corp's common control of KCSR and ICRR; (2) 
whether certain conditions should be imposed on the trust arrangements; 
and (3) whether KCSR employees are entitled to labor protection. 
Interested parties are also invited to comment on any other issues or 
concerns they deem relevant to the voting trust/management plan.
    We invite interested persons to submit written comments on 
applicants' proposal. Comments must be filed by November 15, 1994. 
Applicants may reply by November 25, 1994.

    Decided: October 19, 1994.

    By the Commission, Chairman McDonald, Vice Chairman Phillips, 
and Commissioners Simmons, Morgan, and Owen. Vice Chairman Phillips 
recused herself in this proceeding.
Vernon A. Williams,
Acting Secretary.
[FR Doc. 94-26513 Filed 10-25-94; 8:45 am]
BILLING CODE 7035-01-P