[Federal Register Volume 59, Number 219 (Tuesday, November 15, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-28127]


[[Page Unknown]]

[Federal Register: November 15, 1994]


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INTERSTATE COMMERCE COMMISSION

[Finance Docket No. 32593]

 

The Atchison, Topeka & Santa Fe Railway Co.; Rio Grande, El Paso 
and Santa Fe Railroad Co.; Oklahoma City Junction Railway Co.; The Gulf 
& Inter-State Railway Co. of Texas; and Los Angeles Junction Railway 
Co.--Corporate Family Reorganization Exemption

    The Atchison, Topeka and Santa Fe Railway Company (Santa Fe), and 
four of its subsidiaries: Rio Grande, El Paso and Santa Fe Railroad 
Company (RES); Oklahoma City Junction Railway Company (OCJ); The Gulf 
and Inter-State Railway Company of Texas (GIS); and Los Angeles 
Junction Railway Company (LAJ) (collectively, Subsidiaries), have 
jointly filed a notice of exemption to undertake a corporate family 
reorganization.1
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    \1\We note that Santa Fe is an applicant in the control and 
merger application filed in Finance Docket No. 32549. Under 49 CFR 
1180.4(c)(2)(vi), any proceeding directly related to an application 
in a major transaction must be filed concurrently with the primary 
application. This notice was filed 10 days before the merger 
application in Finance Docket No. 32549 and appears not directly 
related to that application. Comments by Santa Fe or others 
regarding the relationship, if any, between this corporate family 
reorganization and the proposed merger in Finance Docket No. 32549 
are invited.
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    The proposed transaction involves Santa Fe purchasing from each of 
its four Subsidiaries all of the real estate and improvements now owned 
by the Subsidiaries. Each of these Subsidiaries will convey these 
assets to Santa Fe by means of a deed (a quitclaim deed for each of the 
Subsidiaries except LAJ, which will convey these assets by grant deed). 
In return, Santa Fe will pay to each of the Subsidiaries the fair 
market value of the real estate and improvements to be purchased, as 
determined by an independent appraisal that has been conducted by Price 
Waterhouse LLP.
    Following the sales, rail operations conducted by each of the 
Subsidiaries will be conducted without change. Both before and after 
the sales, Santa Fe does and will conduct all rail operations on RES, 
OCJ, and GIS. Both before and after the sales, LAJ does and will 
conduct all rail operations on LAJ. Also as part of this reorganization 
Santa Fe will lease back to LAJ, for a period of 99 years (renewable by 
notice from LAJ), all of the real estate and improvements which it will 
acquire from LAJ, with the result that LAJ will remain the sole party 
responsible for all rail operations and maintenance, and all rail 
common carrier and switching activities that are now conducted by LAJ, 
on the same terms and conditions as LAJ conducts such activities now. 
This will include LAJ continuing to provide non-discriminatory 
switching and connecting rail service to Santa Fe, Union Pacific 
Railroad Company and Southern Pacific Transportation Company.
    The parties state that they intended to consummate the transactions 
on or after October 10, 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 Santa Fe 
corporate family. The stated purpose of the reorganization is to 
concentrate Santa Fe's railroad real estate holdings in a single 
corporation and to save administrative expenses and improve its after-
tax income.
    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: Dennis W. Wilson, The Atchison, Topeka and 
Santa Fe Railway Company, 1700 E. Golf Road, Schaumburg, IL 60173.

    Decided: November 3, 1994.

    By the Commission, David M. Konschnik, Director, Office of 
Proceedings.
Vernon A. Williams,
Secretary.
[FR Doc. 94-28127 Filed 11-14-94; 8:45 am]
BILLING CODE 7035-01-P