[Federal Register Volume 62, Number 141 (Wednesday, July 23, 1997)]
[Notices]
[Pages 39577-39591]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 97-19372]


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DEPARTMENT OF TRANSPORTATION

Surface Transportation Board
[STB Finance Docket No. 33388]


CSX Corporation and CSX Transportation, Inc., Norfolk Southern 
Corporation and Norfolk Southern Railway Company--Control and Operating 
Leases/Agreements-- Conrail Inc. and Consolidated Rail Corporation

AGENCY: Surface Transportation Board, DOT.

ACTION: Decision No. 12; Notice of Acceptance of Primary Application 
and Related Filings; Notice of Related Abandonments Proposed By 
Applicants.1
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    \1\ This decision covers: (i) the primary application, which was 
filed in the STB Finance Docket No. 33388 lead docket; and (ii) the 
39 related filings (1 application, 16 petitions, and 22 notices), 
which were filed in the 40 embraced dockets listed in Appendix A 
(one related filing, respecting the proposed abandonment in Edgar 
and Vermilion Counties, IL, was filed in two dockets).
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SUMMARY: The Board is accepting for consideration the primary 
application and related filings filed June 23, 1997, by CSX Corporation 
(CSXC), CSX Transportation, Inc. (CSXT), Norfolk Southern Corporation 
(NSC), Norfolk Southern Railway Company (NSR), Conrail Inc. (CRR), and 
Consolidated Rail Corporation (CRC).2 The primary 
application seeks Board approval and authorization under 49 U.S.C. 
11321-25 for: (1) the acquisition by CSX and NS of control of Conrail; 
and (2) the division of the assets of Conrail by and between CSX and 
NS. The related filings, which include (among other things) two 
abandonment petitions and three abandonment notices, seek related 
relief contingent upon approval of the primary application.

    \2\ CSXC and CSXT, and their wholly owned subsidiaries, are 
referred to collectively as CSX. NSC and NSR, and their wholly owned 
subsidiaries, are referred to collectively as NS. CRR and CRC, and 
their wholly owned subsidiaries, are referred to collectively as 
Conrail. CSX, NS, and Conrail are referred to collectively as 
applicants.

DATES: The effective date of this decision is July 23, 1997. Any person 
who wishes to participate in this proceeding as a party of record must 
file, no later than August 7, 1997, a notice of intent to participate. 
Descriptions of responsive (including inconsistent) applications, and 
petitions for waiver or clarification regarding those applications, 
must be filed by August 22, 1997. Responsive (including inconsistent) 
applications, written comments (including comments of the U.S. 
Secretary of Transportation and the U.S. Attorney General), protests, 
requests for conditions, and any other opposition evidence and argument 
must be filed by October 21, 1997. For further information respecting 
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dates, see Appendix B.

ADDRESSES: An original and 25 copies of all documents must be sent to 
the Surface Transportation Board, Office of the Secretary, Case Control 
Unit, ATTN.: STB Finance Docket No. 33388, 1925 K Street, N.W., 
Washington, DC 20423-0001.3
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    \3\ In order for a document to be considered a formal filing, 
the Board must receive an original and 25 copies of the document, 
which must show that it has been properly served. Documents 
transmitted by facsimile (FAX) will not be considered formal filings 
and are not encouraged because they will result in unnecessarily 
burdensome, duplicative processing in what we expect to become a 
voluminous record.
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    In addition to submitting an original and 25 paper copies of each 
document filed with the Board, parties are also requested to submit one 
electronic copy of each such document. Further details respecting such 
electronic submissions are provided below.
    Furthermore, one copy of each document filed in this proceeding 
must be sent to Administrative Law Judge Jacob Leventhal, Federal 
Energy Regulatory Commission, 888 First Street, N.E., Suite 11F, 
Washington, DC 20426 [(202) 219-2538; FAX: (202) 219-3289] and to each 
of applicants' representatives: (1) Dennis G. Lyons, Esq., Arnold & 
Porter, 555 12th Street, N.W., Washington, DC 20004-1202; (2) Richard 
A. Allen, Esq., Zuckert, Scoutt & Rasenberger, L.L.P., Suite 600, 888 
Seventeenth Street, N.W., Washington, DC 20006-3939; and (3) Paul A. 
Cunningham, Esq., Harkins Cunningham, Suite 600, 1300 Nineteenth 
Street, N.W., Washington, DC 20036.

FOR FURTHER INFORMATION CONTACT: Julia M. Farr, (202) 565-1613. [TDD 
for the hearing impaired: (202) 565-1695.]

SUPPLEMENTARY INFORMATION: The transaction for which approval is sought 
in the primary application involves: the purchase by CSX and NS, by and 
through their subsidiaries, of all of the stock of CRR; the operation 
or use of some of Conrail's lines and assets by CSX and NS separately; 
and the operation or use of the remainder of Conrail's lines and assets 
by CSX and NS jointly.

The Applicants

    CSX operates approximately 18,504 route miles and 31,961 track 
miles of railroad in 20 states east of the Mississippi River and in 
Ontario, Canada. Of that total, approximately 1,607 miles are operated 
under trackage rights while the remaining mileage is either owned by 
CSX or operated by CSX under contract or lease. CSX has principal 
routes to, and serves, virtually every major metropolitan area east of 
the Mississippi River, from Chicago, IL, St. Louis, MO, Memphis, TN, 
and New Orleans, LA, on the West to Miami, FL, Jacksonville, FL, 
Charleston, SC, Norfolk, VA, Washington, D.C., and Philadelphia, PA, on 
the East. Other major metropolitan areas served by CSX include Atlanta, 
GA, Nashville, TN, Cincinnati, OH, Detroit, MI, Pittsburgh, PA, 
Baltimore, MD, Charlotte, NC, Birmingham, AL, and Louisville, KY. CSX 
interchanges traffic with other railroads at virtually all of the 
aforementioned locations and at numerous other points on its railroad 
system.
    NS operates approximately 14,282 route miles and 25,236 track miles 
of railroad in 20 states, primarily in the South and the Midwest, and 
in Ontario, Canada. Of that total, approximately 1,520 miles are 
operated under trackage rights while the remaining mileage is either 
owned by NS or operated by NS under contract or lease. NS has routes 
to, and serves, virtually every major market in an area that stretches 
from Kansas City, MO, in the Midwest to Norfolk, VA, in the East, to 
Chicago, IL, and Buffalo, NY, in the North, and to New Orleans, LA, and 
Jacksonville, FL, in the South. These markets include Memphis, 
Chattanooga and Knoxville, TN; St. Louis, MO; Fort Wayne, IN; Detroit, 
MI; Toledo, Cincinnati, Columbus, and Cleveland, OH; Louisville and 
Lexington, KY; Bluefield, WV; Alexandria, Roanoke, Lynchburg, and 
Richmond, VA; Winston-Salem, Raleigh, Durham, Charlotte, and Morehead 
City, NC; Greenville, Spartanburg, Columbia, and Charleston, SC; 
Atlanta, Macon, Valdosta, and Savannah, GA; Bessemer, Birmingham, 
Montgomery, and Mobile, AL; Des Moines, IA; and Peoria, Springfield, 
and Decatur, IL. NS interchanges traffic with other railroads at 
virtually all of the locations mentioned above and at numerous other 
locations on its railroad system.
    Conrail operates approximately 10,500 miles of railroad in the 
Northeast and Midwest, and its primary network

[[Page 39578]]

forms an ``X'' connecting Chicago (via the Chicago Line) and East St. 
Louis (via the St. Louis and Indianapolis Lines) in the West, with 
Boston, MA, New York, NY, and Northern New Jersey (via the Chicago Line 
and other main lines), and with Pittsburgh, Harrisburg, PA, 
Philadelphia, Baltimore, and Washington, DC (via the Pittsburgh Line 
and other main lines) in the East. The ``hub'' of the ``X'' is located 
in, and about, Cleveland, OH.
    Conrail's Chicago Line extends between Chicago and the Albany, NY, 
area and connects there (through the Selkirk Branch) with the River 
Line (serving North Jersey via the west shore of the Hudson River), the 
Hudson Line (through which Conrail reaches New York City and Long 
Island), and the Boston Line (which extends to Boston and via which 
Conrail serves New England). Other important routes contiguous to the 
Chicago Line include the Detroit Line (between Detroit and a connection 
with the Chicago Line at Toledo), the Michigan Line (the portion 
between Detroit and Kalamazoo), and the Kalamazoo Secondary and Branch 
(between Kalamazoo, MI, and Elkhart, IN, on the Chicago Line), the 
Montreal Secondary (between Syracuse, NY, and Adirondack Junction, 
Quebec), and the Southern Tier (between Buffalo, NY, and Croxton, NJ).
    Conrail's St. Louis Line extends between East St. Louis, IL, and 
Indianapolis, IN, connecting there with the Indianapolis Line which, in 
turn, extends between Indianapolis and the Cleveland area (connection 
with the Chicago Line). Conrail's Cincinnati Line (between Cincinnati 
and Columbus, OH) and its Columbus Line (between Columbus and Galion, 
OH, on the Indianapolis Line) and the Scottslawn Secondary Track 
(between Columbus and Ridgeway, OH, on the Indianapolis Line) all 
accommodate traffic flows between other parts of the Conrail system and 
Cincinnati, Columbus and/or Conrail points served via the West Virginia 
Secondary Track between Columbus and the Kanawha Valley of West 
Virginia.
    Conrail's principal interchange points are in Chicago, East St. 
Louis and Salem, IL, via Union Pacific Railroad Company (UPRR) trackage 
rights between Salem and St. Elmo on the St. Louis Line; Streator, IL; 
Cincinnati; Hagerstown, MD; and Washington, D.C. Other important 
interchange points include Effingham, IL; Fort Wayne, IN; Toledo and 
Columbus, OH; Buffalo and Niagara Falls, NY; Montreal, Quebec; 
Rotterdam Junction, NY; and Worcester (including Barbers), MA.

The Proposed Transaction

    The transaction for which approval is sought in the primary 
application involves the joint acquisition of control by CSX and NS of 
CRR and its subsidiaries (the Control Transaction), and the division 
between CSX and NS of the operation and use of Conrail's assets (the 
Division). The Control Transaction and the Division are governed 
principally by an agreement (the Transaction Agreement) dated as of 
June 10, 1997, between CSXC, CSXT, NSC, NSR, CRR, CRC, and CRR Holdings 
LLC (CRR Holdings, a recently created limited liability company jointly 
owned by CSXC and NSC). See CSX/NS-25, Volumes 8B & 8C (the Transaction 
Agreement, including various schedules and exhibits). The Control 
Transaction and the Division are also governed by a letter agreement 
(the CSX/NS Letter Agreement) dated as of April 8, 1997, between CSXC 
and NSC, but only to the extent such CSX/NS Letter Agreement has not 
been superseded either by the Transaction Agreement or by the agreement 
(the CRR Holdings Agreement) that governs CRR Holdings. See CSX/NS-25, 
Volume 8A at 350-99 (the CSX/NS Letter Agreement) and at 400-36 (the 
CRR Holdings Agreement).

Acquisition of Control of Conrail

    CSX and NS have already acquired 100% of the common stock of CRR in 
a series of transactions that included a CSX tender offer that was 
consummated on November 20, 1996, a NS tender offer that was 
consummated on February 4, 1997, a joint CSX/NS tender offer that was 
consummated on May 23, 1997, and a merger that was consummated on June 
2, 1997. In the aftermath of this series of transactions: CRC remains a 
direct wholly owned subsidiary of CRR; CRR has become a direct wholly 
owned subsidiary of Green Acquisition Corp. (Tender Sub); Tender Sub is 
now a direct wholly owned subsidiary of CRR Holdings; and CRR Holdings 
is jointly owned by CSXC and NSC (CSXC holds a direct 50% voting 
interest and a 42% equity interest in CRR Holdings; NSC holds a direct 
50% voting interest and a 58% equity interest in CRR Holdings). The 
merger that was consummated on June 2, 1997 (the Merger), involved the 
merger of Green Merger Corp. (Merger Sub, a direct wholly owned 
subsidiary of Tender Sub) into CRR, with CRR being the surviving 
corporation; and, in connection with the Merger: (i) Each remaining 
outstanding share of CRR common stock not held by CSX, NS, or their 
affiliates was converted into the right to receive $115 in cash, 
without interest; and (ii) the shares of Merger Sub, all of which were 
then owned by Tender Sub, were converted into 100 newly issued shares 
of CRR, all of which were placed into a voting trust (the CSX/NS Voting 
Trust) to prevent CSXC and NSC, and their respective affiliates, from 
exercising control of CRC and its carrier subsidiaries pending review 
by the Board of the primary application. See CSX/NS-25, Volume 8A at 
323-49 (the agreement that governs the CSX/NS Voting Trust).
    At the present time, the affairs of CRR and CRC are under the 
control of their independent boards of directors. The Transaction 
Agreement provides that, following the effective date of the Board's 
approval of the primary application (the Control Date), CRR and CRC 
will each be managed by a board of directors consisting of six 
directors divided into two classes, each class having three directors. 
On each board, CSXC will have the right to designate three directors 
and NSC will likewise have the right to designate three directors; and 
actions that require the approval of either board will require approval 
both by a majority of the directors on that board designated by CSX and 
by a majority of the directors on that board designated by NS.

Division of Conrail

    The Transaction Agreement provides that, if the primary application 
is approved, the division of the operation and use of Conrail's assets 
will be effected on the Closing Date, which is defined as the third 
business day following the date on which certain conditions precedent 
(including the effectiveness of a final Board order and, where 
necessary, sufficient labor implementing agreements) shall have been 
satisfied or waived, or such other date as may be agreed upon. See CSX/
NS-18 at 11; CSX/NS-25, Volume 8B at 45. It is anticipated that, during 
the period beginning on the Control Date and ending on the Closing 
Date, CSX and NS will exercise joint control of Conrail as a separately 
functioning rail system.

Formation of NYC and PRR

    To effect the Division, CRC will form two wholly owned subsidiaries 
(referred to collectively as the Subsidiaries): New York Central Lines 
LLC (NYC) and Pennsylvania Lines LLC (PRR). CSXC will have exclusive 
authority to appoint the officers and directors of NYC; NSC will 
likewise have exclusive authority to appoint the officers and directors 
of PRR; and CRC, as the sole member of the Subsidiaries, will (with 
certain exceptions) follow CSXC's and NSC's

[[Page 39579]]

directions with respect to the management and operation of NYC and PRR, 
respectively.

Allocation of Conrail Assets and Liabilities

    On the date of the Division, CRC will assign to NYC and PRR certain 
of CRC's assets. NYC will be assigned those CRC assets designated to be 
operated as part of CSX's rail system (the NYC-Allocated Assets), and 
PRR will be assigned those CRC assets designated to be operated as part 
of NS's rail system (the PRR-Allocated Assets). These assets will 
include, among other things, certain lines and facilities currently 
operated by CRC, whether owned by CRC or operated by CRC under trackage 
rights. Certain additional assets (referred to as the Retained Assets) 
will continue to be held by CRR and CRC (or their subsidiaries other 
than NYC and PRR) and will be operated by them for the benefit of CSX 
and NS. In addition, on the date of the Division: the former Conrail 
line now owned by NS that runs from Fort Wayne, IN, to Chicago, IL (the 
Fort Wayne Line), will be transferred to CRC in a like-kind exchange 
for CRC's Chicago South/Illinois Lines (the Streator Line); and CRC 
will assign the Fort Wayne line to NYC, to be operated together with 
the other Conrail lines to be assigned to NYC and used by CSX as part 
of CSX's rail system.
    Assets Allocated to NYC. The NYC-Allocated Assets will include the 
following primary routes currently operated by Conrail (routes over 
which Conrail operates pursuant to trackage rights are designated 
``TR''):
    (1) NY/NJ Area to Cleveland (New York Central Railroad route), 
including: (a) Line segments from North NJ Terminal to Albany 
(Selkirk), (b) Albany to Poughkeepsie, NY, (c) Poughkeepsie to New York 
City (TR), (d) New York City to White Plains (TR), (e) Albany to 
Cleveland via Syracuse, Buffalo and Ashtabula, OH, (f) Boston to 
Albany, (g) Syracuse to Adirondack Jct., PQ, (h) Adirondack Jct. to 
Montreal (TR), (i) Woodard, NY, to Oswego, NY, (j) Syracuse to Hawk, 
NY, (k) Hawk to Port of Oswego (TR), (l) Buffalo Terminal to Niagara 
Falls/Lockport, (m) Lockport to West Somerset (TR), (n) Syracuse to 
NYSW/FL connections, NY, (o) Albany/Boston Line to Massachusetts branch 
lines, (p) Albany/Boston Line to Massachusetts branch lines (TR), (q) 
New York City to Connecticut branch lines (TR), (r) Connecticut branch 
lines (TR), (s) Connecticut Branch lines, (t) Churchville, NY, to 
Wayneport, NY, (u) Mortimer, NY, to Avon, NY, and (v) Rochester Branch, 
NY;
    (2) Crestline, OH, to Chicago (Pennsylvania Railroad route), 
including: (a) Crestline to Dunkirk, OH, (b) Dunkirk to Ft. Wayne, IN, 
(c) Ft. Wayne to Warsaw, IN, (d) Warsaw to Chicago Terminal (Clarke 
Jct.), IN, and (e) Adams, IN, to Decatur, IN;
    (3) Berea to E. St. Louis, including: (a) Cleveland Terminal to 
Crestline, (b) Crestline to E. St. Louis via Galion, OH, Ridgeway, OH, 
Indianapolis, IN, Terre Haute, IN, Effingham, IL, and St. Elmo, IL, (c) 
Anderson, IN, to Emporia, IN, (d) Columbus to Galion, (e) Terre Haute 
to Danville, IL, (f) Danville to Olin, IN, (g) Indianapolis to Rock 
Island, IN, (h) Indianapolis to Crawfordsville, (i) Indianapolis to 
Shelbyville, IN, (j) HN Cabin, IL, to Valley Jct., IL, (k) St. Elmo to 
Salem, IL (TR), (l) Muncie (Walnut Street), IN, to New Castle RT, IN 
(TR), and (m) New Castle RT, IN;
    (4) Columbus to Toledo, including: (a) Columbus to Toledo via 
Ridgeway, (b) Toledo Terminal to Woodville, and (c) Toledo Terminal to 
Stonyridge, OH;
    (5) Bowie to Woodzell, MD, including: (a) Bowie to Morgantown, and 
(b) Brandywine to Chalk Point;
    (6) NY/NJ to Philadelphia (West Trenton Line), including: 
Philadelphia to North NJ Terminal;
    (7) Washington, D.C., to Landover, MD;
    (8) Quakertown Branch, line segment from Philadelphia Terminal to 
Quakertown, PA (TR), and
    (9) Chicago Area, line segment from Porter, IN, to the westernmost 
point of Conrail ownership in Indiana.
    Along with these lines, CSXT will operate certain yards and shops, 
as well as the Conrail Philadelphia Headquarters and Philadelphia area 
information technology facilities.
    Assets Allocated to PRR. The PRR-Allocated Assets will include the 
following primary routes currently operated by Conrail (routes over 
which Conrail operates pursuant to trackage rights are designated 
``TR''):
    (1) NJ Terminal to Crestline (Pennsylvania Railroad route), 
including: (a) North NJ Terminal to Allentown, PA, via Somerville, NJ, 
(b) Little Falls, NJ, to Dover, NJ (TR), (c) Orange, NJ, to Denville, 
NJ (TR), (d) Dover to Rockport (TR), (e) Rockport to E. Stroudsburg via 
Phillipsburg, NJ, (f) Allentown Terminal, (g) Orange to NJ Terminal 
(TR), (h) NJ Terminal to Little Falls (TR), (i) Bound Brook to Ludlow, 
NJ (TR), (j) Allentown, PA, to Harrisburg via Reading, (k) Harrisburg 
Terminal, (l) Harrisburg to Pittsburgh, (m) Conemaugh Line via 
Saltsburg, PA, (n) Pittsburgh to W. Brownsville, PA, (o) Central City, 
PA, to South Fork, PA, (p) Pittsburgh Terminal, (q) Monongahela, PA, to 
Marianna, PA, (r) Pittsburgh to Alliance, OH, via Salem, (s) Beaver 
Falls, PA, to Wampum, PA, (t) Alliance to Cleveland Terminal, (u) 
Mantua, OH, to Cleveland Terminal, (v) Alliance to Crestline, (w) 
Alliance to Omal, OH, (x) Rochester, PA, to Yellow Creek, OH, (y) E. 
Steubenville, WV, to Weirton, WV, (z) Steubenville Branches Bridge, OH, 
(aa) Pittsburgh Branches, (bb) Ashtabula to Youngstown, OH, (cc) 
Ashtabula Harbor to Ashtabula, (dd) Niles, OH, to Latimer, OH, (ee) 
Alliance, OH, to Youngstown, (ff) Youngstown to Rochester, (gg) 
Allentown to Hazelton, PA, (hh) CP Harris, PA, to Cloe, PA (TR), (ii) 
Cloe to Shelocta, PA, (jj) Tyrone, PA, to Lock Haven, PA (TR), (kk) 
Creekside, PA, to Homer City, PA, (ll) Monongahela Railroad, (mm) 
portion of Kinsman Connection in Cleveland, (nn) portion of 44 Ind. 
Track including: Dock 20 Lead, and (oo) Gem Ind. Track-Lordstown, OH;
    (2) Cleveland to Chicago (New York Central Railroad route), 
including: (a) Cleveland Terminal to Toledo Terminal, (b) Elyria, OH, 
to Lorain, OH, (c) Toledo Terminal to Sylvania, OH, (d) Toledo Terminal 
to Goshen, IN, (e) Elkhart, IN, to Goshen, and (f) Elkhart to Porter, 
IN;
    (3) Philadelphia to Washington (Amtrak's Northeast Corridor, 
referred to as NEC), including: (a) Philadelphia Terminal to 
Perryville, MD (TR), (b) Wilmington Terminal, DE, (c) Perryville to 
Baltimore (TR), (d) Baltimore Terminal, (e) Baltimore Bay View to 
Landover, MD (TR), (f) Baltimore to Cockeysville, MD, (g) Pocomoke, MD, 
to New Castle Jct., DE, (h) Harrington, DE, to Frankford/Indian River, 
DE, (i) Newark, DE, to Porter, DE, (j) Claremont R.T., (k) Loneys Lane 
Lead, and (l) Grays Yard (TR);
    (4) Michigan Operations (excluding the Detroit Shared Assets Area), 
including: (a) Toledo Terminal to Detroit Terminal, (b) Detroit 
Terminal to Jackson, MI, (c) Jackson to Kalamazoo, MI, (d) Kalamazoo to 
Elkhart, IN, (e) Jackson to Lansing, MI, (f) Kalamazoo to Grand Rapids, 
(g) Kalamazoo to Porter, IN (TR), (h) Kalamazoo Ind. Track, and (i) 
Comstock Ind. Track;
    (5) Eastern Pennsylvania lines, including (a) Philadelphia Terminal 
to Reading, (b) Reading Terminal, (c) Thorndale, PA, to Woodbourne, PA, 
(d) Leola/Chesterbrook, PA, lines, (e) Philadelphia Terminal to 
Lancaster, PA (TR), (f) Lancaster to Royalton, PA (TR), (g) Lancaster 
to Lititz/Columbia, PA, (h) portion of Stoney Creek Branch, (i) West 
Falls Yard, and (j) Venice Ind. Track;
    (6) Indiana lines, including (a) Anderson to Goshen via Warsaw, (b) 
Marion to Red Key, IN, and (c) Lafayette Ind. Track;

[[Page 39580]]

    (7) Buffalo to NY/NJ Terminal, including (a) NJ/NY Jct. to Suffern, 
NY (TR), (b) Suffern to Port Jervis, NY, (c) Port Jervis to Binghamton, 
(d) Binghamton to Waverly, (e) NJ/NY Jct. to Spring Valley, NY (TR), 
(f) Paterson Jct., NJ, to Ridgewood, NJ (TR), (g) Waverly to Buffalo, 
(h) Waverly to Mehoopany, PA, (i) Sayre, PA, to Ludlowville, NY, (j) 
Lyons, NY, to Himrods Jct., NY, (k) Corning, NY, to Himrods Jct., NY, 
(l) North Jersey Terminal to Paterson Jct., NJ (TR), (m) Paterson Jct. 
to North Newark, NJ, and (n) NJ/NY Jct. to North Jersey Terminal (TR);
    (8) Buffalo to Harrisburg and South, including (a) Perryville, MD, 
to Harrisburg, PA, (b) Carlisle, PA, to Harrisburg, (c) Wago, PA, to 
York (area), PA, (d) Harrisburg to Shocks, PA, (e) Williamsport, MD, to 
Buffalo via Harrisburg, PA, (f) Watsontown, PA, to Strawberry Ridge, 
PA, (g) Ebenezer Jct., NY, to Lackawanna, NY, (h) Hornell, NY, to 
Corry, PA, (i) Corry to Erie, PA (TR), and (j) Youngstown to Oil City, 
PA;
    (9) Cincinnati to Columbus to Charleston, WV, including (a) 
Columbus to Cincinnati, (b) Cincinnati Terminal, (c) Columbus Terminal 
to Truro, OH, (d) Truro to Charleston, WV, (e) Charleston to Cornelia, 
WV, and (f) Charleston to Morris Fork, WV;
    (10) Chicago South/Illinois operations, including (a) Osborne, IN, 
to Chicago Heights, IL, via Hartsdale, (b) Hartsdale to Schneider, IN, 
(c) Schneider to Hennepin, IL, (d) Keensburg, IL, to Carol, IL, and (e) 
Schneider to Wheatfield, IN; and
    (11) Chicago Market, including (a) Western Ave. Operations/Loop to 
Cicero/Elsdon, IL, (b) Chicago to Porter, IN, (c) Clarke Jct., IN, to 
CP 501, IN, (d) CP 509 to Calumet Park, IL, (e) Western Ave. Ind. 
Track, (f) Old Western Ave. Ind. Track, (g) North Joint Tracks, (h) 
Elevator Lead & Tri-River Dock, (i) CR&I Branch, (j) 49th Street Ind. 
Track, (k) 75th Street to 51st Street (TR), (l) Port of Indiana, IN, 
and (m) CP 502, IN, to Osborne, IN.
    Along with these lines, the abandoned Conrail line from Danville to 
Schneider, IL, will also be a PRR-Allocated Asset.
    Allocated Assets: Other Aspects. Certain equipment will be included 
in the NYC-Allocated Assets and the PRR-Allocated Assets and will be 
made available to CSXT and NSR pursuant to a CSXT Equipment Agreement 
and a NSR Equipment Agreement, respectively. Much of the locomotive 
equipment and rolling stock equipment, however, will not be included in 
the NYC-and PRR-Allocated Assets but will be included, instead, in the 
Retained Assets (discussed below), and will be leased by CRC or its 
affiliates to NYC or PRR pursuant to equipment agreements to be 
negotiated by the parties.
    CRC currently holds certain trackage rights over CSXT and NSR. In 
general (though there are exceptions), CRC will assign the trackage 
rights that it holds over CSXT to PRR (to be operated by NSR), and it 
will assign the trackage rights that it holds over NSR to NYC (to be 
operated by CSXT).
    The shares currently owned by Conrail in TTX Company (TTX, formerly 
known as Trailer Train) will be allocated to NYC and PRR. Applicants' 
current ownership interest in TTX is: CSX, 9.345%; NS, 7.788%; CRC, 
21.807%. Following approval of the primary application, the ownership 
of TTX by applicants and their subsidiaries will be as follows: CSX, 
9.345%; NYC, 10.125%; NS, 7.788%; PRR, 11.682%.
    Conrail's 50% interest in Triple Crown Services Company will be 
allocated to PRR.
    Certain additional special treatments are provided in particular 
areas within the allocated assets. A description of the areas in which 
special arrangements are made is set forth below under the caption 
``Other Areas with Special Treatments.'' 4
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    \4\ The Transaction Agreement also contemplates that certain CRC 
facilities currently used for the benefit of the entire Conrail 
system: will be operated, during a transition period following the 
Closing Date, for the joint benefit of CSX and NS; and will be 
operated, after such transition period, for the party to whom they 
have been allocated. See CSX/NS-18 at 11 (lines 14-18) and 12 (line 
1 & n.3).
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    Applicants indicate that they have taken steps to ensure that all 
of the existing contractual commitments of Conrail to its shippers will 
be fulfilled. The Transaction Agreement provides that all 
transportation contracts of CRC in effect as of the Closing Date 
(referred to as Existing Transportation Contracts) will remain in 
effect through their respective stated terms and will be allocated as 
NYC-Allocated Assets and PRR-Allocated Assets, and that the obligations 
under them shall be carried out after the Closing Date by CSXT, 
utilizing NYC-Allocated Assets, and by NSR, using PRR-Allocated Assets, 
or pursuant to the Shared Assets Areas Agreements, as the case may be. 
The Transaction Agreement further provides, with respect to the 
Existing Transportation Contracts: that CSXT and NSR will allocate the 
responsibilities to serve customers under these contracts; and that 
CSXT and NSR shall cooperate as necessary to assure shippers under 
these contracts all benefits, such as volume pricing, volume refunds, 
and the like, to which they are contractually entitled.
    Retained Assets. The Retained Assets include assets contained 
within three Shared Assets Areas (the Detroit Shared Assets Area, the 
North Jersey Shared Assets Area, and the South Jersey/Philadelphia 
Shared Assets Area) that are more fully described below.
    The Retained Assets also include Conrail's System Support 
Operations (SSO) facilities, including equipment and other assets 
associated with such facilities, currently used by Conrail to provide 
support functions benefitting its system as a whole, including 
Conrail's: (1) customer service center in Pittsburgh, PA; (2) crew 
management facility in Dearborn, MI; (3) system maintenance-of-way 
equipment center in Canton, OH; (4) signal repair center in Columbus, 
OH; (5) system freight claims facility in Buffalo, NY; (6) system non-
revenue billing facility at Bethlehem, PA; (7) system rail welding 
plant at Lucknow (Harrisburg), PA; (8) system road foreman/engineer 
training center at Philadelphia and Conway, PA; (9) police operations 
center at Mt. Laurel, NJ; (10) the Philadelphia Division headquarters 
building and offices located at Mount Laurel, NJ; and (11) other SSO 
facilities identified by CSX and NS prior to the Closing Date. Each SSO 
Facility will be operated by Conrail for the benefit of CSXT/NYC and 
NSR/PRR, and the costs of operating each SSO Facility will be retained 
by Conrail as ``Corporate Level Liabilities'' and will be shared 
between CSX and NS.5
---------------------------------------------------------------------------

    \5\ At least some of the SSO Facilities will apparently be 
operated for the joint benefit of CSX and NS ``for a short period'' 
only. See CSX/NS-18 at 12 (lines 2-5).
---------------------------------------------------------------------------

    Liabilities. In general: NYC will assume all liabilities arising on 
or after the Closing Date that relate predominantly to the NYC-
Allocated Assets; PRR will assume all such liabilities that relate 
predominantly to the PRR-Allocated Assets; CRC will be responsible for 
all such liabilities that do not relate predominantly to the NYC-or 
PRR-Allocated Assets; and CRC will also be responsible for certain 
liabilities arising prior to the Closing Date.
    Separation Costs (as defined in the Transaction Agreement, see CSX/
NS-25, Volume 8B at 20) incurred following the Control Date in 
connection with Conrail agreement employees now working jobs at or in 
respect of NYC-Allocated Assets will be the sole responsibility of CSX, 
while Separation Costs incurred in connection with Conrail agreement 
employees now

[[Page 39581]]

working jobs at or in respect of PRR-Allocated Assets will be the sole 
responsibility of NS. Separation Costs incurred in connection with 
Conrail agreement employees working jobs at or in respect of Retained 
Assets will be shared by CSX and NS. Separation Costs incurred 
following the Control Date for Conrail agreement employees at Conrail's 
Altoona and Hollidaysburg shops will be the responsibility of NS, and 
Separation Costs incurred following the Control Date in connection with 
agreement employees at Conrail's Philadelphia headquarters and 
technology center and Conrail's Pittsburgh customer service center will 
be the responsibility of CSX. Separation Costs for eligible Conrail 
non-agreement employees will be shared by CSX and NS.
    After the Closing Date, compensation and other expenses (excluding 
Separation Costs) for agreement employees (other than certain Conrail 
employees performing general and administrative functions) working jobs 
at or in respect of NYC-Allocated Assets will be the sole 
responsibility of CSX, while such expenses for such agreement employees 
working jobs at or in respect of PRR-Allocated Assets will be the sole 
responsibility of NS.

Operation of Assets

    Applicants indicate: that CSXT and NYC will enter into the CSXT 
Operating Agreement, which provides for CSXT's use and operation of the 
NYC-Allocated Assets; that NSR and PRR will enter into the NSR 
Operating Agreement, which provides for NSR's use and operation of the 
PRR-Allocated Assets; and that CRC, NYC, PRR, CSXT and/or NSR will 
enter into Shared Assets Areas Operating Agreements, which provide for 
the operation of certain Shared Assets Areas for the benefit of both 
CSXT and NSR.
    CSXT and NSR Operating Agreements. The CSXT Operating Agreement and 
the NSR Operating Agreement (collectively, the Allocated Assets 
Operating Agreements) provide that CSXT and NSR will each have the 
right, for an initial term of 25 years, to use and operate, as part of 
their respective systems, the NYC-Allocated Assets and the PRR-
Allocated Assets. Those agreements will require CSXT and NSR each to 
bear the responsibility for and the cost of operating and maintaining 
their respective Allocated Assets. CSXT and NSR will each receive for 
its own benefit and in its own name all revenues and profits arising 
from or associated with the operation of its Allocated Assets.
    CSXT will pay NYC an operating fee based on the fair market rental 
value of the NYC-Allocated Assets. NSR will similarly pay PRR an 
operating fee based on the fair market rental value of the PRR-
Allocated Assets. CSXT and NSR will have the right to receive the 
benefits of NYC and PRR, respectively, under any contract or agreement 
included in the NYC-Allocated Assets or the PRR-Allocated Assets, 
respectively, and, with the consent of NYC and PRR, respectively, to 
modify or amend any such contract or agreement on behalf of NYC and 
PRR.
    CSXT and NSR will each have the right to renew its Allocated Assets 
Operating Agreement for two additional terms of ten years each. The 
Allocated Assets Operating Agreements contemplate that, upon 
termination of the agreements, CSXT and NSR will be deemed to have 
returned their Allocated Assets to NYC or PRR, subject to any 
regulatory requirements.
    Shared Assets Areas and Operating Agreements. Both CSXT and NSR 
will be permitted to serve shipper facilities located within the three 
Shared Assets Areas (North Jersey, South Jersey/Philadelphia, and 
Detroit), which will be owned, operated, and maintained by CRC for the 
exclusive benefit of CSX and NS. CSXT and NSR will enter into a Shared 
Assets Area Operating Agreement with CRC in connection with each of the 
Shared Assets Areas, and CRC will grant to CSXT and NSR the right to 
operate their respective trains, with their own crews and equipment and 
at their own expense, over any tracks included in the Shared Assets 
Areas. CSXT and NSR will each have exclusive and independent authority 
to establish all rates, charges, service terms, routes, and divisions, 
and to collect all freight revenues, relating to freight traffic 
transported for its account within the Shared Assets Areas. Other 
carriers that previously had access to points within the Shared Assets 
Areas will continue to have the same access as before.
    (1) The North Jersey Shared Assets Area encompasses all northern 
New Jersey trackage east of and including the NEC, and also: (a) 
Certain line segments north of the NEC as it turns East to enter the 
tunnel under the Hudson River, (b) the CRC Lehigh line west to Port 
Reading Junction, (c) the rights of CRC on the New Jersey Transit 
Raritan line, (d) the CRC Port Reading Secondary line west to Bound 
Brook, (e) the CRC Perth Amboy Secondary line west to South Plainfield, 
and (f) the NEC local service south to the Trenton area.
    (2) The South Jersey/Philadelphia Shared Assets Area encompasses 
all CRC ``Philadelphia'' stations and stations within the Philadelphia 
City limits, industries located on the CRC Chester Industrial and 
Chester Secondary tracks, all CRC trackage in Southern New Jersey, 
CRC's rights on the NEC north from Zoo Tower in Philadelphia to 
Trenton, NJ, and the Ameriport intermodal terminal and any replacement 
of such terminal built substantially through public funding.
    (3) The Detroit Shared Assets Area encompasses all CRC trackage and 
access rights east of the CP-Townline (Michigan Line MP 7.4) and south 
to and including Trenton (Detroit Line MP 20).6
---------------------------------------------------------------------------

    \6\ For a more complete description of the three Shared Assets 
Areas, see CSX/NS-18 at 46-49 (and references there cited).
---------------------------------------------------------------------------

    Other Areas with Special Treatments. A number of other areas, 
though not referred to as Shared Assets Areas, are nevertheless subject 
to special arrangements that provide for a sharing of routes or 
facilities to a certain extent.
    (1) Monongahela Area: Although the CRC lines formerly a part of the 
Monongahela Railway will be operated by NSR, CSXT will have equal 
access for 25 years, subject to renewal, to all current and future 
facilities located on or accessed from the former Monongahela Railway, 
including the Waynesburg Southern.
    (2) Chicago Area: Both CSXT and NSR will have access to CRC's 
rights concerning access to and use of the Willow Springs Yard of The 
Burlington Northern and Santa Fe Railway Company (BNSF); applicants 
will enter into an agreement concerning their respective rights as 
successors to Conrail and as parties controlling the controlling 
shareholder in the Indiana Harbor Belt Railway (IHB), a 51%-owned 
subsidiary of CRC (the stock of IHB will be a CRC-retained asset); 
certain trackage rights of CRC over IHB will be assigned or made 
available to NYC to be operated by CSXT or to PRR to be operated by 
NSR; CSXT and NSR will enter into an agreement to permit each of them 
to maintain current access and trackage rights enjoyed by them over 
terminal railroads in the Chicago area; and CSX will be granted an 
option, exercisable if CSXT and BNSF come under common control, to 
purchase the Streator Line from Osborne, IN, to Streator, IL.
    (3) Ashtabula Harbor Area: NSR will have the right to operate and 
control CRC's Ashtabula Harbor facilities, with CSXT receiving use and 
access, up to a proportion of the total ground storage, throughput, and 
tonnage capacity of 42%.

[[Page 39582]]

    (4) Buffalo Area: CSXT will operate Seneca Yard, and NSR will 
receive access to yard tracks in that yard.
    (5) Cleveland Area: CRC's switching yard at Collinwood will be 
operated by CSXT and its Rockport Yard will be operated by NSR.
    (6) Columbus, OH: NSR will operate CRC's Buckeye Hump Yard, and 
CSXT will operate the former Local Yard and intermodal terminal at 
Buckeye.
    (7) Erie, PA: Norfolk and Western Railway Company (NW, a wholly 
owned NSR subsidiary) will have a permanent easement and the right to 
build a track on the easement along the CRC right of way through Erie, 
PA, to be operated by CSXT. NW will have trackage rights in Erie to 
connect its route from Corry to its existing Buffalo-Cleveland line if 
such connection can be achieved without using the CRC Buffalo-Cleveland 
line to be operated by CSXT.
    (8) Fort Wayne, IN: CSX will operate the line between Fort Wayne 
and Chicago, currently owned by NSR.
    (9) Indianapolis, IN: NSR will have overhead trackage rights from 
Lafayette and Muncie to Hawthorne Yard to serve, via CSXT switch, 
shippers that presently receive service from two railroads.
    (10) Toledo, OH: CRC's Stanley Yard will be operated by CSXT, and 
its Airline Junction Yard will be operated by NSR.
    (11) Washington, D.C.: CRC's Landover Line from Washington, D.C., 
to Landover, MD, will be allocated to NYC, and NSR will be given 
overhead trackage rights.
    (12) Allocation of Rights with Respect to Freight Operations Over 
Amtrak's NEC: CRC's NEC overhead trackage rights north of New York 
(Penn Station) will be assigned to NYC. Both NYC and PRR will have 
overhead rights to operate trains between Washington, D.C., and New 
York (Penn Station), subject to certain limitations. From Zoo Tower, 
Philadelphia, to Penn Station, NY, CRC's NEC rights to serve local 
customers will be part of the Retained Assets and CRC will assign those 
rights to NYC and PRR, with NYC and PRR having equal access to all 
local customers and facilities. Between Washington, D.C., and Zoo 
Tower, Philadelphia, CRC's NEC rights to serve local customers will be 
assigned to PRR. The right to serve local customers on the NEC north of 
New York (Penn Station) will be assigned to NYC.7
---------------------------------------------------------------------------

    \7\ For a more complete description of the areas addressed here 
under the heading ``Other Areas with Special Treatments,'' see CSX/
NS-18 at 49-54 (and references there cited).
---------------------------------------------------------------------------

Succession to Conrail Activities

    Applicants intend that the Allocated Assets conveyed to NYC and PRR 
will be operated for them by CSXT and NSR, respectively, and that both 
the Allocated Assets conveyed to NYC and PRR as well as the Retained 
Assets made available by CRC to CSXT or NSR or both will be enjoyed and 
used by CSXT and NSR (subject to the terms of the governing agreements) 
as if the carrier in question were itself CRC. Applicants similarly 
intend that the Shared Assets Areas will be used, enjoyed, and operated 
as fully by CSXT and NSR as if each of them were CRC.

The Continuing Conrail Activities

    From the Closing Date forward, CSXT and NSR will be responsible for 
all of the operating expenses and new liabilities attributable to the 
assets which they are operating. It is expected, however, that most of 
the pre-Closing Date liabilities of CRC, CRR, and their subsidiaries 
will remain in place. It is contemplated that CRC will pay its pre-
Closing Date liabilities, including its debt obligations, out of 
payments received, either directly or through NYC and PRR, from CSXT 
and NSR in connection with the Allocated Assets and the Shared Assets 
Areas. Applicants expect that such payments will be sufficient to 
permit CRC and its subsidiaries (1) to cover their operating, 
maintenance, and other expenses, (2) to pay all of their obligations as 
they mature, (3) to provide dividends to CRR sufficient to permit it to 
discharge its debts and obligations as they mature, and (4) to receive 
a fair return for the operation, use, and enjoyment by CSXT and NSR of 
the Allocated Assets and Shared Assets Areas. Applicants add, however, 
that if for any reason these sources of funds to CRC and CRR prove 
insufficient to permit them to pay and discharge their obligations, CSX 
and NS have agreed that CRR Holdings shall provide the necessary funds, 
which it will obtain from CSXC and NSC.
    Applicants anticipate that, following the Division of Conrail, 
approximately 350 employees will be employed by Conrail in the 
Philadelphia area (where the headquarters of CRR and CRC are now 
located). These employees will include Conrail employees managing and 
operating trains for CSX and NS, the employees in the local Shared 
Assets Area, and the management personnel for the continuing Conrail 
functions. In addition, each of CSX and NS anticipates establishing a 
regional headquarters-type function in Philadelphia at which an 
undetermined number of additional personnel will be employed.
    It is intended that, following the Division: CRC will not hold 
itself out to the public as performing transportation services directly 
and for its own account; CRC will not enter into any contract (other 
than with CSXT or NSR) for the performance of transportation services; 
and all transportation services performed by CRC will be performed as 
agent or subcontractor of CSXT or NSR.

``2-to-1'' Situations

    Applicants claim: that the division of Conrail proposed in the 
primary application has enabled applicants to avoid, ``wherever 
possible,'' situations where shippers will see their rail options 
decline from two carriers to one; and that in ``virtually all of the 
few'' 2-to-1 situations that the division proposed in the primary 
application would otherwise have entailed, CSX and NS have agreed to 
provide one another with trackage and/or haulage rights that will 
permit the continuation of two rail carrier service. See CSX/NS-18 at 
4. See also CSX/NS-18 at 74-75 (CSX will provide trackage or haulage 
rights that will allow for alternative rail service to facilities that 
otherwise would be, as a result of the transaction proposed in the 
primary application, rail-served solely by CSX) and 80 (NS will provide 
trackage or haulage rights that will allow for alternative rail service 
to facilities that otherwise would be, as a result of the transaction 
proposed in the primary application, rail-served solely by NS).

Labor Impact

    Applicants have provided three Labor Impact Exhibits, each using a 
different base line in calculating the impacts that the transactions 
proposed in the primary application and the related filings will have 
on rail carrier employees. See CSX/NS-26 (filed July 7, 1997), which: 
(a) corrects the single Labor Impact Exhibit filed with the primary 
application itself on June 23, 1997, see CSX/NS-18 at 24-25; CSX/NS-20, 
Volume 3A at 485-546; and CSX/NS-20, Volume 3B at 493-526; and (b) adds 
two additional Labor Impact Exhibits. See also Decision No. 7, served 
May 30, 1997, slip op. at 8-9 (we required applicants to use the year 
1995 as the base line for setting forth the impacts the proposed 
transactions will have on rail carrier employees, but we added that 
applicants, if they were so inclined, would be allowed to supplement 
1995 data with data demonstrating employment reductions in 1996 and/or 
1997).

[[Page 39583]]

    Applicants' 1996/97 Labor Impact Exhibit projects, with respect to 
both the CSX and NS expanded systems, that the proposed transactions 
will result in the abolition of 3,090 jobs and the creation of 1,109 
jobs (for a net loss of 1,981 jobs), and will also result in the 
transfer of an additional 2,323 jobs. See CSX/NS-26, 1996/97 Exhibit at 
13. The 1996/97 Exhibit is based on an April 1, 1997 nonagreement 
employee count and a November 1996 agreement employee count.
    Applicants' 1996 Labor Impact Exhibit projects, with respect to 
both the CSX and NS expanded systems, that the proposed transactions 
will result in the abolition of 3,822 jobs and the creation of 1,152 
jobs (for a net loss of 2,670 jobs), and will also result in the 
transfer of an additional 2,323 jobs. See CSX/NS-26, 1996 Exhibit at 
16. The 1996 Exhibit is based on calendar year 1996 average monthly 
employment levels. 8
---------------------------------------------------------------------------

    \8\  The 1996 Labor Impact Exhibit submitted with the CSX/NS-26 
filing on July 7, 1997, is a slightly corrected version of the Labor 
Impact Exhibit submitted with the primary application itself on June 
23, 1997.
---------------------------------------------------------------------------

    Applicants' 1995 Labor Impact Exhibit projects, with respect to 
both the CSX and NS expanded systems, that the proposed transactions 
will result in the abolition of 6,654 jobs and the creation of 1,699 
jobs (for a net loss of 4,955 jobs), and will also result in the 
transfer of an additional 2,288 jobs. See CSX/NS-26, 1995 Exhibit at 
33. The 1995 Exhibit is based on calendar year 1995 average monthly 
employment levels. But see CSX/NS-26, Peifer/Spenski V.S. at 1 n.1 
(1995 data is incomplete).
    Applicants emphasize that the projections contained in their Labor 
Impact Exhibits are short term projections; applicants maintain that, 
in the long term, the transactions proposed in the primary application 
and the related filings will provide opportunities for rail 
transportation growth and, therefore, new jobs. Applicants anticipate 
that, if we approve the transactions proposed in the primary 
application and the related filings, we will impose on such 
transactions the standard labor protective conditions customarily 
imposed on similar such transactions. See CSX/NS-18 at 25.

Relief Requested in the Primary Application

    In the STB Finance Docket No. 33388 lead docket, applicants seek: 
approval of the transaction proposed in the primary application (in 
paragraph 1 below); approval of certain ``elements'' of that 
transaction, referred to as Transaction Elements (in paragraphs 2, 3, 
4, 5, 6, 7, 8, 9, 10, and 11 below); and a ``fairness determination'' 
respecting the terms under which CSX and NS have acquired all of the 
common stock of CRR (in paragraph 12 below).
    (1) Applicants seek approval and authorization, pursuant to 49 
U.S.C. 11323 and 11324, of the acquisition by CSXC and NSC (each a 
noncarrier corporation controlling one or more rail carriers) of joint 
control of, and the power to exercise joint control over, CRR (also a 
noncarrier corporation controlling one or more rail carriers). See 49 
U.S.C. 11323(a)(5).9
---------------------------------------------------------------------------

    \9\ As applicants note, although joint control by CSXC and NSC 
of Conrail as a separately functioning rail system will last only 
until the Division is effected, such joint control, even though 
transitory, requires approval and authorization under 49 U.S.C. 
11323(a)(5). See CSX/NS-18 at 90 & n.14.
---------------------------------------------------------------------------

    (2) Applicants seek approval and authorization, pursuant to 49 
U.S.C. 11323 and 11324, of the acquisition by NYC and PRR of, and of 
the operation by CSXT and NSR over, the CRC lines and other assets, 
including without limitation trackage and other rights, that will be 
allocated to NYC and PRR, respectively. Applicants also ask that we 
expressly provide that, pursuant to the sought approval and 
authorization under 49 U.S.C. 11323 and 11324, and notwithstanding any 
purported limitations on assignability, NYC and PRR each will have the 
same right, title, and interest in the CRC lines and other assets 
forming its part of the Allocated Assets as CRC itself now has, 
including the power to pass the use and enjoyment of those lines and 
other assets to CSXT and NSR.10
---------------------------------------------------------------------------

    \10\ The CRC lines and other assets to be allocated to NYC and 
PRR include both: (i) those owned by CRC; and also (ii) those not 
owned by CRC but operated by CRC under leases, trackage rights, and 
similar arrangements (such arrangements are hereinafter referred to 
as ``Trackage Agreements''). Because applicants are concerned that 
CRC's interests under some of these Trackage Agreements may be 
subject to limitations on assignability, approval and authorization 
under 49 U.S.C. 11323 and 11324 has been sought in order to bring 
these Trackage Agreements within the scope of the immunizing power 
of 49 U.S.C. 11321(a). See Norfolk & Western Ry. Co. v. American 
Train Dispatchers' Ass'n, 499 U.S. 117 (1991).
---------------------------------------------------------------------------

    (3) Applicants request a declaratory order that 49 U.S.C. 10901 
does not apply to the transfer of the Allocated Assets to NYC and 
PRR.11 Applicants concede that, because NYC and PRR are not 
now carriers, an argument can be made that authority under 49 U.S.C. 
10901 is required for the transfer; applicants maintain, however, that 
the transfer should be viewed in context as simply a part of a larger 
transaction involving the operation by CSX and NS of the assets to be 
transferred to NYC and PRR, respectively; and applicants claim that the 
transfer, when viewed in context, requires authorization not under 49 
U.S.C. 10901 but rather under 49 U.S.C. 11323 and 11324. In the event 
we do not issue the sought declaratory order, applicants seek 
authorization for the transfer of the CRC assets to NYC and PRR: under 
49 U.S.C. 10901; and, in order to bring the transfer within the scope 
of the immunizing power of 49 U.S.C. 11321(a), also under 49 U.S.C. 
11323 and 11324.
---------------------------------------------------------------------------

    \11\ As applicants note, the immunizing power of 49 U.S.C. 
11321(a) does not extend to an authorization under 49 U.S.C. 10901.
---------------------------------------------------------------------------

    (4) Applicants seek approval and authorization, pursuant to 49 
U.S.C. 11323 and 11324: (i) for CSXT and NSR to enter into the 
Allocated Assets Operating Agreements and to operate the assets held by 
NYC and PRR, respectively; (ii) for CSXT, NSR, and CRC to enter into 
the three Shared Assets Areas Operating Agreements and to operate the 
assets in such areas; and (iii) for CSX and NS to use, operate, 
perform, and enjoy the Allocated Assets and the assets in the Shared 
Assets Areas consisting of assets other than routes (including, without 
limitation, the Existing Transportation Contracts). See 49 U.S.C. 
11323(a)(2). See also 49 U.S.C. 11323(a)(6). Applicants also request a 
declaratory order, or a declaration to the same effect as a declaratory 
order: (a) that, by virtue of the immunizing power of 49 U.S.C. 
11321(a), CSX and NS will have the authority to conduct operations over 
the routes of CRC covered by the Trackage Agreements as fully and to 
the same extent as CRC itself could, whether or not such routes are 
listed in CSX/NS-18, Appendix L (CSX/NS-18 at 216-24), and 
notwithstanding any clause in any such agreement purporting to limit or 
prohibit unilateral assignment by CRC of its rights thereunder; and (b) 
that, also by virtue of the immunizing power of 49 U.S.C. 11321(a), CSX 
and NS may use, operate, perform, and enjoy the Allocated Assets and 
the assets in the Shared Assets Areas consisting of assets other than 
routes (including, without limitation, the Existing Transportation 
Contracts) as fully and to the same extent as CRC itself could.
    (5) For the period following the transfer of CRC assets to NYC and 
PRR, applicants seek approval and authorization, pursuant to 49 U.S.C. 
11323 and 11324: (a) for CSXC, NSC, and CRR to continue to control NYC 
and PRR; and (b) for the common control, by CSXC, CSXT, NSC, NSR, CRR, 
and CRC of (i) NYC and PRR, and (ii) the carriers currently controlled 
by CSXC, CSXT, NSC, NSR, CRR, and CRC. Such authorization and approval 
will be

[[Page 39584]]

necessary because, as applicants note: CRC, NYC, and PRR will not be 
part of a ``single system'' of rail carriers, and therefore 
authorization to control CRC will not in and of itself imply 
authorization to control NYC and PRR; and, although CSX will exercise 
day-to-day control of NYC and NS will exercise day-to-day control of 
PRR, the fact that certain major actions concerning NYC and PRR will 
remain under the control of CRC will result in an ongoing common 
control relationship involving CSXC, NSC, and CRR, and the subsidiaries 
of each.
    (6) Applicants seek approval and authorization, pursuant to 49 
U.S.C. 11323 and 11324: for the acquisition by CSXT of certain trackage 
rights over PRR; and for the acquisition by NSR of certain trackage 
rights over NYC. See 49 U.S.C. 11323(a)(6). The lines over which these 
trackage rights will run are listed in items 1.B and 1.A, respectively, 
of Schedule 4 to the Transaction Agreement. See CSX/NS-25, Volume 8B at 
110-21.12
---------------------------------------------------------------------------

    \12\ The trackage rights identified in Schedule 4 to the 
Transaction Agreement, see CSX/NS-25, Volume 8B at 110-21, fall into 
three categories: existing trackage rights held by CRC over other 
carriers, which are covered in paragraph 4 above; new trackage 
rights to be held by CSXT over PRR and by NSR over NYC, which are 
covered in this paragraph 6; and certain additional new trackage 
rights provided for in the related filings in STB Finance Docket No. 
33388 (Sub-Nos. 25, 27, 28, 29, 30, 32, 33, & 34), which are covered 
in the ``Related Filings'' discussion below. See CSX/NS-18 at 96 
n.17.
---------------------------------------------------------------------------

    (7) Applicants seek approval and authorization, pursuant to 49 
U.S.C. 11323 and 11324, of the trackage rights provided to CSXT, See 
CSX/NS-25, Volume 8C at 715-57, to access all current and future 
facilities located on or accessed from the former Monongahela Railway, 
including the Waynesburg Southern. See 49 U.S.C. 
11323(a)(6).13
---------------------------------------------------------------------------

    \13\ Applicants indicate, see CSX/NS-18 at 96 (lines 9-10), that 
the rights referenced in paragraphs 6 and 7 fall under 49 U.S.C. 
11323(a)(2) (approval and authorization required for a ``purchase, 
lease, or contract to operate property of another rail carrier by 
any number of rail carriers''). The rights referenced in paragraphs 
6 and 7, however, appear to be trackage rights, and we therefore 
believe that these rights fall under 49 U.S.C. 11323(a)(6) (approval 
and authorization required for the acquisition ``by a rail carrier 
of trackage rights over, * * * or joint use of, a railroad line * * 
* owned or operated by another rail carrier'').
---------------------------------------------------------------------------

    (8) The trackage rights covered by paragraph 6 include, among many 
other such trackage rights, certain trackage rights to be acquired by 
NSR over the NYC Bound Brook, NJ-Woodbourne, PA line. See CSX/NS-25, 
Volume 8B at 112 (item 20). These particular trackage rights, however, 
are intended to be temporary in duration, and will expire, by their 
terms, at the end of 3 years. Applicants therefore seek authorization, 
pursuant to 49 U.S.C. 10903, for NSR to discontinue the Bound Brook-
Woodbourne trackage rights in accordance with the terms 
thereof.14
---------------------------------------------------------------------------

    \14\ Applicants indicate that, in due course, NSR will 
``abandon'' its Bound Brook-Woodbourne trackage rights. See CSX/NS-
18 at 96-97 (item e) and 103 (item e). We think it would be more 
accurate to say that NSR will ``discontinue'' these trackage rights.
---------------------------------------------------------------------------

    (9) Applicants seek approval and authorization, pursuant to 49 
U.S.C. 11323 and 11324, of certain incidental trackage rights granted 
in connection with operations within the Shared Assets Areas. These 
trackage rights include: (i) trackage rights granted by CSXT to NSR and 
CRC; and (ii) trackage rights granted by NSR to CSXT and CRC. See CSX/
NS-18 at 97-98. See also CSX/NS-25, Volume 8C at 76, 115-16, and 
156.15
---------------------------------------------------------------------------

    \15\ Applicants indicate, see CSX/NS-18 at 98 (lines 1-2), that 
the rights referenced in paragraph 9 fall under 49 U.S.C. 
11323(a)(2). The rights referenced in paragraph 9, however, appear 
to be trackage rights, and we therefore believe that these rights 
fall under 49 U.S.C. 11323(a)(6).
---------------------------------------------------------------------------

    (10) To the extent that any matter concerning either (i) the joint 
ownership by CSX and NS of CRR, CRC, NYC, and/or PRR, or (ii) the 
Transaction Agreement and the Ancillary Agreements referred to 
therein,16 including the provision for handling Existing 
Transportation Contracts, might be deemed to be a pooling or division 
by CSX and NS of traffic or services or of any part of their earnings, 
applicants request approval for such pooling or division under 49 
U.S.C. 11322.17
---------------------------------------------------------------------------

    \16\ As used in the Transaction Agreement, the term ``Ancillary 
Agreements'' means the Equipment Agreements, the CSXT Operating 
Agreement, the NSR Operating Agreement, the NYC LLC Agreement, the 
PRR LLC Agreement, the CRR Holdings LLC Agreement, the Trackage 
Rights Agreements, the CSXT/NSR Haulage Agreements, the Tax 
Allocation Agreement, the Shared Assets Agreements, and the Other 
Operating Agreements. See CSX/NS-25, Volume 8B at 10.
    \17\ Such approval under 49 U.S.C. 11322 is sought because, as 
applicants note, payments with respect to the rights granted in 
connection with both the Allocated Assets and the Shared Assets 
Areas, as well as payments for the services performed by CRC in 
connection with the Shared Assets Areas, are to be made by CSXT and 
NSR to entities (CRC or its subsidiaries) in which both CSX and NS 
will have economic interests.
---------------------------------------------------------------------------

    (11) Applicants seek approval and authorization, pursuant to 49 
U.S.C. 11323 and 11324, for the transfer of CRC's Streator Line from 
CRC to NSR/NW.18
---------------------------------------------------------------------------

    \18\ See Decision No. 4 (served May 2, 1997), slip op. at 7 
n.16: ``The transfer of the Streator line from CRC to NSR will be 
considered in the lead docket because this transfer, like all 
aspects of the division of CRC assets between CSX and NS, is 
integral to, and an inseparable part of, the control transaction.'' 
See also CSX/NS-22 at 446, defining the Streator Line as the CRC 
line running: (i) between MP 6.3 at Osborn, IN, and MP 33.2 at 
Schneider, IN; and (ii) between MP 56.4 at Wheatfield, IN, and MP 
186.0 at Moronts, IL.
---------------------------------------------------------------------------

    (12) Applicants seek a determination that the terms under which CSX 
and NS, both individually and jointly, have acquired all of the common 
stock of CRR are fair and reasonable to the stockholders of CSXC, the 
stockholders of NSC, and the stockholders of CRR. See Schwabacher v. 
United States, 334 U.S. 192 (1948).

Related Filings

    In STB Finance Docket No. 33388 (Sub-No. 1), CSXT has filed a 
notice of exemption under 49 CFR 1150.36 to construct and operate, at 
Crestline, OH, a connection track in the northwest quadrant of the 
intersection of CRC's North-South line between Greenwich, OH, and 
Indianapolis, IN, and CRC's East-West line between Pittsburgh, PA, and 
Ft. Wayne, IN. The connection will extend approximately 1,507 feet 
between approximately MP 75.4 on the North-South line and approximately 
MP 188.8 on the East-West line.19
---------------------------------------------------------------------------

    \19\ In accordance with the waiver granted in Decision No. 9, 
served June 12, 1997, and as indicated in the notice published in 
the Federal Register on July 11, 1997 (62 FR 37331), we will 
consider on an expedited basis, in advance of our consideration of 
the primary application: (i) the physical construction of the 
Crestline connection track, as proposed in the STB Finance Docket 
No. 33388 (Sub-No. 1) embraced docket; and (ii) operation thereover 
by CSXT. The operational implications of the transactions proposed 
in the primary application and in the related filings as a whole, 
including proposed operations over the Crestline connection track, 
if authorized, will be examined in the context of the environmental 
impact statement (EIS) that will be prepared by our Section of 
Environmental Analysis (SEA).
---------------------------------------------------------------------------

    In STB Finance Docket No. 33388 (Sub-No. 2), CSXT has filed a 
petition under 49 U.S.C. 10502 for exemption from the provisions of 49 
U.S.C. 10901 to construct and operate, in Willow Creek, IN, a 
connection track in the southeast quadrant of the intersection between 
CSXT's line between Garrett, IN, and Chicago, IL, and CRC's line 
between Porter, IN, and Gibson Yard, IN (outside Chicago). The 
connection will extend approximately 2,800 feet between approximately 
MP BI-236.5 on the CSXT line and approximately MP 248.8 20 
on the CRC line. 21
---------------------------------------------------------------------------

    \20\ We question the MP 248.8 designation, see CSX/NS-22 at 106 
(line 1); our review of CRC's timetable for its Porter Branch 
suggests that the correct designation may be MP 246.8. We also 
question CSXT's assertion that the Sub-No. 2 connection track will 
provide a direct link between CRC and CSXT tracks ``and the parallel 
IHB line at Willow Creek,'' see CSX/NS-22 at 106 (lines 16-17); our 
review of CRC's timetable for its Porter Branch suggests that the 
link with IHB may be at Ivanhoe, not at Willow Creek.
    \21\ In accordance with the waiver granted in Decision No. 9, 
and as indicated in the notice published in the Federal Register 
concurrently herewith, we will consider on an expedited basis, in 
advance of our consideration of the primary application: (i) the 
physical construction of the Willow Creek connection track, as 
proposed in the STB Finance Docket No. 33388 (Sub-No. 2) embraced 
docket; and (ii) operation thereover by CSXT. The operational 
implications of the transactions proposed in the primary application 
and in the related filings as a whole, including proposed operations 
over the Willow Creek connection track, if authorized, will be 
examined in the context of the EIS that will be prepared by SEA.

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[[Page 39585]]

    In STB Finance Docket No. 33388 (Sub-No. 3), CSXT has filed a 
petition under 49 U.S.C. 10502 for exemption from the provisions of 49 
U.S.C. 10901 to construct and operate, in Greenwich, OH, connection 
tracks in the northwest and southeast quadrants of the intersection 
between the CSXT line between Chicago and Pittsburgh and the CRC line 
between Cleveland and Cincinnati. The connection in the northwest 
quadrant, a portion of which will be constructed utilizing existing 
trackage and/or right-of-way of the Wheeling & Lake Erie Railway 
Company, will extend approximately 4,600 feet between approximately MP 
BG-193.1 on the CSXT line and approximately MP 54.1 on the CRC line. 
The connection in the southeast quadrant will extend approximately 
1,044 feet between approximately MP BG-192.5 on the CSXT line and 
approximately MP 54.6 on the CRC line. 22
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    \22\ In accordance with the waiver granted in Decision No. 9, 
and as indicated in the notice published in the Federal Register 
concurrently herewith, we will consider on an expedited basis, in 
advance of our consideration of the primary application: (i) the 
physical construction of the Greenwich connection tracks, as 
proposed in the STB Finance Docket No. 33388 (Sub-No. 3) embraced 
docket; and (ii) operation thereover by CSXT. The operational 
implications of the transactions proposed in the primary application 
and in the related filings as a whole, including proposed operations 
over the Greenwich connection tracks, if authorized, will be 
examined in the context of the EIS that will be prepared by SEA.
---------------------------------------------------------------------------

    In STB Finance Docket No. 33388 (Sub-No. 4), CSXT has filed a 
petition under 49 U.S.C. 10502 for exemption from the provisions of 49 
U.S.C. 10901 to construct and operate, at Sidney Junction, OH, a 
connection track in the southeast quadrant of the intersection between 
the CSXT line between Cincinnati, OH, and Toledo, OH, and the CRC line 
between Cleveland, OH, and Indianapolis, IN. The connection will extend 
approximately 3,263 feet between approximately MP BE-96.5 on the CSXT 
line and approximately MP 163.5 on the CRC line. 23
---------------------------------------------------------------------------

    \23\ In accordance with the waiver granted in Decision No. 9, 
and as indicated in the notice published in the Federal Register 
concurrently herewith, we will consider on an expedited basis, in 
advance of our consideration of the primary application: (i) the 
physical construction of the Sidney Junction connection track, as 
proposed in the STB Finance Docket No. 33388 (Sub-No. 4) embraced 
docket; and (ii) operation thereover by CSXT. The operational 
implications of the transactions proposed in the primary application 
and in the related filings as a whole, including proposed operations 
over the Sidney Junction connection track, if authorized, will be 
examined in the context of the EIS that will be prepared by SEA.
---------------------------------------------------------------------------

    In STB Finance Docket No. 33388 (Sub-No. 5), NW has filed a 
petition under 49 U.S.C. 10502 for exemption from the provisions of 49 
U.S.C. 10901 to construct and operate, at Sidney, IL, a connection 
track between the UPRR north-south line between Chicago, IL, and St. 
Louis, MO, and the NW east-west line between Decatur, IL, and Tilton, 
IL. The connection, which will be in the southwest quadrant of the 
intersection of the two lines, will be approximately 3,256 feet in 
length. 24
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    \24\ In accordance with the waiver granted in Decision No. 9, 
and as indicated in the notice published in the Federal Register 
concurrently herewith, we will consider on an expedited basis, in 
advance of our consideration of the primary application: (i) the 
physical construction of the Sidney connection track, as proposed in 
the STB Finance Docket No. 33388 (Sub-No. 5) embraced docket; and 
(ii) operation thereover by NW. The operational implications of the 
transactions proposed in the primary application and in the related 
filings as a whole, including proposed operations over the Sidney 
connection track, if authorized, will be examined in the context of 
the EIS that will be prepared by SEA.
---------------------------------------------------------------------------

    In STB Finance Docket No. 33388 (Sub-No. 6), NW has filed a 
petition under 49 U.S.C. 10502 for exemption from the provisions of 49 
U.S.C. 10901 to construct and operate, at Alexandria, IN, a connection 
track between the CRC line between Anderson, IN, and Goshen, IN, and 
the NW line between Muncie, IN, and Frankfort, IN. The connection, 
which will be in the northeast quadrant of the intersection of the two 
lines, will be approximately 970 feet in length. 25
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    \25\ In accordance with the waiver granted in Decision No. 9, 
and as indicated in the notice published in the Federal Register 
concurrently herewith, we will consider on an expedited basis, in 
advance of our consideration of the primary application: (i) the 
physical construction of the Alexandria connection track, as 
proposed in the STB Finance Docket No. 33388 (Sub-No. 6) embraced 
docket; and (ii) operation thereover by NW. The operational 
implications of the transactions proposed in the primary application 
and in the related filings as a whole, including proposed operations 
over the Alexandria connection track, if authorized, will be 
examined in the context of the EIS that will be prepared by SEA.
---------------------------------------------------------------------------

    In STB Finance Docket No. 33388 (Sub-No. 7), NW has filed a 
petition under 49 U.S.C. 10502 for exemption from the provisions of 49 
U.S.C. 10901 to construct and operate, at Bucyrus, OH, a connection 
track between NW's Bellevue, OH-Columbus, OH line and CRC's Ft. Wayne, 
IN-Crestline, OH line. The connection, which will be in the southeast 
quadrant of the intersection of the two lines, will be approximately 
2,467 feet in length. 26
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    \26\ In accordance with the waiver granted in Decision No. 9, 
and as indicated in the notice published in the Federal Register 
concurrently herewith, we will consider on an expedited basis, in 
advance of our consideration of the primary application: (i) the 
physical construction of the Bucyrus connection track, as proposed 
in the STB Finance Docket No. 33388 (Sub-No. 7) embraced docket; and 
(ii) operation thereover by NW. The operational implications of the 
transactions proposed in the primary application and in the related 
filings as a whole, including proposed operations over the Bucyrus 
connection track, if authorized, will be examined in the context of 
the EIS that will be prepared by SEA.
---------------------------------------------------------------------------

    In STB Finance Docket No. 33388 (Sub-No. 8), CSXT has filed a 
notice of exemption under 49 CFR 1150.36 to construct and operate, at 
Little Ferry, NJ, two connection tracks between the CRC Selkirk-North 
Bergen line and the New York, Susquehanna and Western Railway (NYS&W) 
Paterson-Croxton line. The first connection will extend approximately 
480 feet between approximately MP 5.75 on the CRC line and 
approximately MP 5.65 on the NYS&W line. The second connection will 
extend approximately 600 feet between approximately MP 4.04 on the CRC 
line and approximately MP 4.15 on the NYS&W line.
    In STB Finance Docket No. 33388 (Sub-No. 9), CSXT and The Baltimore 
and Ohio Chicago Terminal Railroad Company (B&OCT, a wholly owned CSXT 
subsidiary) have filed a notice of exemption under 49 CFR 1150.36 to 
construct and operate a connection track in the vicinity of 75th Street 
SW, Chicago, IL, in the southwest quadrant of the intersection of the 
lines of B&OCT and The Belt Railway Company of Chicago (BRC). The 
connection will extend approximately 1,640 feet between approximately 
MP DC-22.43 on B&OCT's North-South line between Cleveland and Brighton 
Park, and approximately MP 12.95 on BRC's East-West line between 
Bedford Park Yard and South Chicago Yard.
    In STB Finance Docket No. 33388 (Sub-No. 10), CSXT has filed a 
petition under 49 U.S.C. 10502 for exemption from the provisions of 49 
U.S.C. 10901 to construct and operate a connection track in Exermont, 
IL, in the northwest quadrant of the intersection between CSXT's 
Cincinnati-East St. Louis line and CRC's Cleveland-East St. Louis line. 
The connection will extend approximately 3,590 feet between 
approximately MP BC-327.9 on the CSXT line and approximately MP 231.4 
on the CRC line.
    In STB Finance Docket No. 33388 (Sub-No. 11), CSXT and B&OCT have 
filed a notice of exemption under 49 CFR 1150.36 to construct and 
operate a

[[Page 39586]]

connection track in the vicinity of Lincoln Avenue in Chicago, IL, in 
the northeast quadrant of the intersection of the lines of B&OCT and 
IHB. The connection will extend approximately 840 feet between 
approximately MP DC-9.5 on B&OCT's line between Cleveland and Barr 
Yard, and approximately MP 10.43 on IHB's line between Gibson Yard and 
Blue Island Jct.
    In STB Finance Docket No. 33388 (Sub-No. 12), NSR has filed a 
petition under 49 U.S.C. 10502 for exemption from the provisions of 49 
U.S.C. 10901 to construct and operate, at Kankakee, IL, a connection 
track between the Illinois Central Railroad Company (ICR) Chicago, IL-
Gibson City, IL north-south line, over which NSR has trackage rights, 
and the CRC Streator, IL-Schneider, IN east-west line. The connection, 
which will be in the southeast quadrant of the intersection of the two 
lines, will be approximately 1,082 feet in length.
    In STB Finance Docket No. 33388 (Sub-No. 13), NW has filed a notice 
of exemption under 49 CFR 1150.36 to construct and operate a connection 
track at Tolono, IL, in the southeast quadrant of the intersection of 
the ICR line between Chicago, IL, and Centralia, IL, and the NW line 
between Decatur, IL, and Tilton, IL. The connection will be about 1,600 
feet in length.
    In STB Finance Docket No. 33388 (Sub-No. 14), NW has filed a 
petition under 49 U.S.C. 10502 for exemption from the provisions of 49 
U.S.C. 10901 to construct and operate, at Butler, IN, a connection 
track between NW's Detroit, MI-Fort Wayne, IN line and CRC's Elkhart, 
IN-Toledo, OH line. The connection, which will be in the northwest 
quadrant of the intersection of the two lines, will be approximately 
1,750 feet in length.
    In STB Finance Docket No. 33388 (Sub-No. 15), NW has filed a notice 
of exemption under 49 CFR 1150.36 to construct and operate a connection 
track at Tolleston, IN. This track, which will connect a NW line and a 
CRC line, will be about 930 feet in length.
    In STB Finance Docket No. 33388 (Sub-No. 16), NW has filed a notice 
of exemption under 49 CFR 1150.36 to construct and operate a double 
track connection at Hagerstown, MD. This track, which will connect a NW 
line and a CRC line, will be about 800 feet in length.
    In STB Finance Docket No. 33388 (Sub-No. 17), NW has filed a notice 
of exemption under 49 CFR 1150.36 to construct and operate a connection 
track at Ecorse Junction (Detroit), MI. This track, which will connect 
a NW line and a CRC line, will be about 400 feet in length.
    In STB Finance Docket No. 33388 (Sub-No. 18), NW has filed a 
petition under 49 U.S.C. 10502 for exemption from the provisions of 49 
U.S.C. 10901 to construct and operate, at Blasdell (Buffalo), NY, a 
connecting track approximately 2,500 feet in length between NW's Erie, 
PA-Buffalo, NY Line and CRC's Buffalo, NY-Harrisburg, PA Line.
    In STB Finance Docket No. 33388 (Sub-No. 19), NW has filed a notice 
of exemption under 49 CFR 1150.36 to construct and operate, at 
Gardenville Junction (Buffalo), NY, a connecting track approximately 
1,700 feet in length between CRC's Buffalo, NY-Harrisburg, PA Line and 
CRC's Ebenezer Secondary Track.
    In STB Finance Docket No. 33388 (Sub-No. 20), NW has filed a notice 
of exemption under 49 CFR 1150.36 to construct and operate, at 
Columbus, OH, a NW-CRC connecting track approximately 1,423 feet in 
length. See CSX/NS-22 at 315 (map).
    In STB Finance Docket No. 33388 (Sub-No. 21), NW has filed a 
petition under 49 U.S.C. 10502 for exemption from the provisions of 49 
U.S.C. 10901 to construct and operate, at Oak Harbor, OH, a connecting 
track approximately 4,965 feet in length between, and in the northwest 
quadrant of the intersection of, NW's Toledo, OH-Bellevue, OH line and 
CRC's Toledo, OH-Cleveland, OH line.
    In STB Finance Docket No. 33388 (Sub-No. 22), NW has filed a 
petition under 49 U.S.C. 10502 for exemption from the provisions of 49 
U.S.C. 10901 to construct and operate, at Vermilion, OH, a connecting 
track approximately 5,398 feet in length between NW's Cleveland, OH-
Bellevue, OH line and CRC's Toledo, OH-Cleveland, OH line.
    In STB Finance Docket No. 33388 (Sub-No. 23), NW has filed a notice 
of exemption under 49 CFR 1180.2(d)(5) regarding a joint project 
involving relocation of NW's rail line running down 19th Street in 
Erie, PA (a distance of approximately 6.1 miles, between approximately 
MP B-85.10 near Downing Avenue and approximately MP B-91.25 west of 
Pittsburgh Avenue) to a parallel railroad right-of-way currently owned 
and operated by CRC that will be allocated to CSXT in connection with 
the primary application.
    In STB Finance Docket No. 33388 (Sub-No. 24), CRC and NW have filed 
a petition under 49 U.S.C. 10502 for exemption from the provisions of 
49 U.S.C. 11323-25 regarding the acquisition by CRC (or by NYC) of the 
Fort Wayne Line, between MP 441.8 at Fort Wayne, IN, and MP 319.2 at 
Tolleston (Gary), IN. See CSX/NS-22 at 446 and 449 (indicating that the 
mileposts are as stated in the preceding sentence). But see CSX/NS-22 
at 461-62 (indicating that the mileposts are MP 441.8 at Tolleston and 
MP 319.2 at Fort Wayne).
    In STB Finance Docket No. 33388 (Sub-No. 25), NW and CSXT have 
filed a notice of exemption under 49 CFR 1180.2(d)(7) regarding the 
acquisition by NW of trackage rights over approximately 32.7 miles of a 
CSXT line between Lima, OH (Erie Junction), at or near CSXT MP BE-
129.2, and Sidney, OH, at or near CSXT MP BE-96.5. The trackage rights 
to be acquired by NW include overhead trackage rights between Lima and 
Sidney and local trackage rights that will allow NW to serve 2-to-1 
shippers at Sidney.
    In STB Finance Docket No. 33388 (Sub-No. 26), CSXC, CSXT, and The 
Lakefront Dock and Railroad Terminal Company (LD&RT) have filed an 
application seeking approval and authorization under 49 U.S.C. 11323-25 
for the acquisition and exercise by CSXC and CSXT of control of LD&RT, 
and the common control of LD&RT and CSXT and the other rail carriers 
controlled by CSXT and/or CSXC. LD&RT, a Class III railroad in which 
CSXT and CRC each currently owns a 50% voting stock interest, operates 
approximately 17 miles of yard tracks at Oregon, OH.
    In STB Finance Docket No. 33388 (Sub-No. 27), NW and CSXT have 
filed a notice of exemption under 49 CFR 1180.2(d)(7) regarding the 
acquisition by NW of overhead trackage rights over approximately 5 to 6 
miles of a CSXT line between Columbus, OH (Parsons Yard), at or near 
CSXT MP CJ 71.5, and Scioto, OH, at or near CSXT MP CK 2.5.
    In STB Finance Docket No. 33388 (Sub-No. 28), CSXT and NW have 
filed a notice of exemption under 49 CFR 1180.2(d)(7) regarding the 
acquisition by CSXT of overhead trackage rights over approximately 2.02 
miles of a NW line between Columbus, OH (Watkins Yard), at or near NW 
MP N-696.7, and Bannon, OH, at or near NW MP N-698.72.
    In STB Finance Docket No. 33388 (Sub-No. 29), CSXT and NW have 
filed a notice of exemption under 49 CFR 1180.2(d)(7) regarding the 
acquisition by CSXT of overhead trackage rights over approximately 1.4 
miles of a NW line between Erie Junction (Delray), MI, at or near MP 
D4.4, and Ecorse Junction, MI, at or near MP D5.8.
    In STB Finance Docket No. 33388 (Sub-No. 30), NW and CSXT have 
filed

[[Page 39587]]

a notice of exemption under 49 CFR 1180.2(d)(7) regarding the 
acquisition by NW of overhead trackage rights over approximately 1.7 
miles of a CSXT line between the connection of two CSXT lines near 
Washington Street at or near MP 123.7, and the connection of two CSXT 
lines at Pine at or near MP 122.0, in Indianapolis, IN.
    In STB Finance Docket No. 33388 (Sub-No. 31), CSXC and CSXT have 
filed a petition under 49 U.S.C. 10502 for exemption from the 
provisions of 49 U.S.C. 11323-25, to the extent those provisions may 
apply, regarding the acquisition by CSXC and CSXT of control of Albany 
Port Railroad Corporation (APR). APR, which operates approximately 16.5 
miles of track at the Port of Albany, NY, is owned in equal 50% shares 
by CRC and D&H Corporation (D&H, an affiliate of Canadian Pacific 
Limited); and, if the primary application is approved, CRC's 50% 
interest in APR will be allocated to CSXT in the Division. 
27
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    \27\  Implicit in the Sub-No. 31 docket is a request for a 
determination that acquisition by CSXC and CSXT of a 50% interest in 
APR will not enable CSXC and CSXT to ``control'' APR within the 
meaning of 49 U.S.C. 11323.
---------------------------------------------------------------------------

    In STB Finance Docket No. 33388 (Sub-No. 32), NW and B&OCT have 
filed a notice of exemption under 49 CFR 1180.2(d)(7) regarding the 
acquisition by NW of overhead trackage rights over approximately 9.8 
miles of the IHB McCook Branch between the connection of IHB and B&OCT 
at McCook, Il, at or near MP 28.5, and the connection of IHB and 
Canadian Pacific Rail System at Franklin Park, IL, at MP 39.3. 
28
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    \28\  Applicants indicate that the Sub-No. 32 trackage rights 
run for approximately 9.8 miles. See CSX/NS-22 at 420 and 425. By 
our calculations, however, these trackage rights would appear to run 
for approximately 10.8 miles.
---------------------------------------------------------------------------

    In STB Finance Docket No. 33388 (Sub-No. 33), NW and B&OCT have 
filed a notice of exemption under 49 CFR 1180.2(d)(7) regarding the 
acquisition by NW of trackage rights over B&OCT's Barr Subdivision 
between the connection of the NSR Chicago Line and the B&OCT line at 
Pine Junction, IN (CP 497) and: (i) the connection with B&OCT's McCook 
Subdivision at Blue Island Junction, IL, at or near MP DC 14.9, a 
distance of approximately 14.9 miles; and beyond to (ii) the B&OCT/IHB 
connection at McCook, IL, at or near MP 28.5, a distance of 
approximately 13.6 miles.
    In STB Finance Docket No. 33388 (Sub-No. 34), CSXT and NW have 
filed a notice of exemption under 49 CFR 1180.2(d)(7) regarding the 
acquisition by CSXT of overhead trackage rights over approximately 45.5 
miles of a NW line between Bucyrus, OH, at or near NW MP S-63.0, and 
Sandusky, OH, at or near NW MP S-108.5. The trackage rights to be 
acquired by CSXT, although described as ``overhead'' trackage rights, 
will allow CSXT to access 2-to-1 shippers at Sandusky.
    In STB Docket Nos. AB-167 (Sub-No. 1181X) and AB-55 (Sub-No. 551X), 
CRC and CSXT, respectively, have filed a notice of exemption under 49 
CFR 1152.50 to abandon an approximately 29-mile portion of the Danville 
Secondary Track between MP 93.00 at Paris, IL, and MP 
122.00 at Danville, IL, in Edgar and Vermilion Counties, 
IL. The line, which is presently owned and operated by CRC and which is 
proposed to be operated by CSXT pursuant to the authority sought in the 
primary application, traverses United States Postal Service Zip Codes 
61846, 61870, 61883, 61924, and 61944.
    In STB Docket No. AB-290 (Sub-No. 194X), NW has filed a notice of 
exemption under 49 CFR 1152.50 to abandon a line between MP SK-2.5 near 
South Bend, IN, and MP SK-24.0 near Dillon Junction, IN, a distance of 
approximately 21.5 miles in St. Joseph and La Porte Counties, IN. The 
line traverses or adjoins United States Postal Service Zip Codes 46613, 
46614, 46619, 46536, 46554, and 46365.
    In STB Docket No. AB-290 (Sub-No. 195X), NW has filed a petition 
under 49 U.S.C. 10502 for exemption from the provisions of 49 U.S.C. 
10903 to abandon a line between MP I-137.3 near Dillon Junction, IN, 
and MP I-158.8 near Michigan City, IN, a distance of approximately 21.5 
miles in La Porte County, IN. The line traverses or adjoins United 
States Postal Service Zip Codes 46350 and 46360.
    In STB Docket No. AB-290 (Sub-No. 196X), NW has filed a petition 
under 49 U.S.C. 10502 for exemption from the provisions of 49 U.S.C. 
10903 to abandon a line between MP TM-5.0 in Toledo, OH, and MP TM-12.5 
near Maumee, OH, a distance of approximately 7.5 miles in Lucas County, 
OH. The line traverses or adjoins United States Postal Service Zip 
Codes 43612, 43613, 43606, 43607, 43609, and 43614.
    In STB Docket No. AB-290 (Sub-No. 197X), NW has filed a notice of 
exemption under 49 CFR 1152.50 to abandon the Toledo Pivot Bridge 
extending between MP CS-2.8 and MP CS-3.0 near Toledo, OH, a distance 
of approximately 0.2 miles in Lucas County, OH. The line traverses or 
adjoins either United States Postal Service Zip Code 42611 or United 
States Postal Service Zip Code 43611 (see CSX/NS-22 at 84-86).

Primary Application and Related Filings Accepted.

    We are accepting the primary application for consideration because 
it is in substantial compliance with the applicable regulations, 
waivers, and requirements. See 49 U.S.C. 11321-25; 49 CFR part 1180. We 
are also accepting for consideration all of the related filings, which 
are also in substantial compliance with the applicable regulations, 
waivers, and requirements. 29
---------------------------------------------------------------------------

    \29\  We reserve the right to require the filing of supplemental 
information from applicants or any other party or individual, if 
necessary to complete the record in this matter.
---------------------------------------------------------------------------

Public Inspection.

    The primary application and all related filings, including the 
various accompanying exhibits, are available for inspection in the 
Docket File Reading Room (Room 755) at the offices of the Surface 
Transportation Board, 1925 K Street, N.W., in Washington, DC.

Procedural Schedule

    In Decision No. 6, served May 30, 1997, and published that day in 
the Federal Register at 62 FR 29387, we adopted a procedural 
schedule.30 To provide further notice to interested persons, 
we have attached that schedule to this decision as Appendix B and have 
filled in all of the dates.
---------------------------------------------------------------------------

    \30\ In Decision No. 9, we added to the procedural schedule 
adopted in Decision No. 6 by requiring applicants to file, by 
September 5, 1997, Preliminary Draft Environmental Assessments for 
the construction projects referenced in the STB Finance Docket No. 
33388 (Sub-Nos. 1, 2, 3, 4, 5, 6, and 7) embraced dockets. As 
indicated in the notice published in the Federal Register on July 
11, 1997 (62 FR 37331), we will consider on an expedited basis, in 
advance of our consideration of the primary application: (i) the 
physical construction of the Crestline connection track, as proposed 
in the STB Finance Docket No. 33388 (Sub-No. 1) embraced docket; and 
(ii) operation thereover by CSXT. As indicated in the notices 
published in the Federal Register concurrently herewith, we will 
consider on an expedited basis, in advance of our consideration of 
the primary application: (i) the physical construction of the Willow 
Creek, Greenwich, Sidney Junction, Sidney, Alexandria, and Bucyrus 
connection tracks, as proposed in the STB Finance Docket No. 33388 
(Sub-Nos. 2, 3, 4, 5, 6, and 7) embraced dockets, respectively; and 
(ii) operation thereover by applicants. As further indicated in the 
notice published on July 11, 1997, and in the notices published 
concurrently herewith, the operational implications of the 
transactions proposed in the primary application and in the related 
filings as a whole, including proposed operations over the 
Crestline, Willow Creek, Greenwich, Sidney Junction, Sidney, 
Alexandria, and Bucyrus connection tracks, if authorized, will be 
examined in the context of the EIS that will be prepared by SEA.
---------------------------------------------------------------------------

Notice of Intent to Participate

    Any person who wishes to participate in this proceeding as a party 
of record

[[Page 39588]]

(POR) must file with the Secretary of the Board, no later than August 
7, 1997, an original plus 25 copies of a notice of intent to 
participate, accompanied by a certificate of service indicating that 
the notice has been properly served on Judge Leventhal and on 
applicants' representatives.
    We will serve, as soon as practicable after August 7, 1997, a 
notice containing the official service list (the service list notice). 
Each party of record will be required to serve upon all other parties 
of record, within 10 days of the service date of the service list 
notice, copies of all filings previously submitted by that party (to 
the extent such filings have not previously been served upon such other 
parties). Each party of record will also be required to file with the 
Secretary of the Board, within 10 days of the service date of the 
service list notice, an original plus five copies of a certificate of 
service indicating that the service required by the preceding sentence 
has been accomplished. Every filing made by a party of record after the 
service date of the service list notice must have its own certificate 
of service indicating that both Judge Leventhal and all PORs on the 
service list have been served with a copy of the filing. Members of the 
United States Congress (MOCs) and Governors (GOVs) are not parties of 
record (PORs) and therefore need not be served with copies of filings, 
unless any such Member or Governor is designated as a POR.
    As noted in Decision No. 6, slip op. at 5, 62 FR at 29389, we will 
serve copies of our decisions, orders, and notices only on those 
persons who are designated on the official service list as either POR, 
MOC, or GOV. All other interested persons are encouraged to make 
advance arrangements with the Board's copy contractor, DC News & Data, 
Inc. (DC News), to receive copies of Board decisions, orders, and 
notices served in this proceeding. DC News will handle the collection 
of charges and the mailing and/or faxing of decisions, orders, and 
notices to persons who request this service. The telephone number for 
DC News is: (202) 289-4357.31
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    \31\ An interested person does not need to be on the service 
list to obtain a copy of the primary application or any other filing 
made in this proceeding. Our Railroad Consolidation Procedures 
provide: ``Any document filed with the Board (including 
applications, pleadings, etc.) shall be promptly furnished to 
interested persons on request, unless subject to a protective 
order.'' See 49 CFR 1180.4(a)(3), as recently amended in Railroad 
Consolidation Procedures--Modification of Fee Policy, STB Ex Parte 
No. 556, 62 FR 9714, 9717 (Mar. 4, 1997) (interim rules), 62 FR 
28375 (May 23, 1997) (final rules). Furthermore, DC News will 
provide, for a charge, copies of the primary application or any 
other filing made in this proceeding, except to the extent any such 
filing is subject to the protective order heretofore entered in this 
proceeding.
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Descriptions of, and Petitions Respecting, Responsive (Including 
Inconsistent) Applications

    Because the transaction proposed by applicants constitutes a major 
transaction within the meaning of our rail consolidation rules (49 CFR 
part 1180),32 railroads intending to file responsive 
(including inconsistent) applications must submit descriptions of those 
applications by August 22, 1997. The description must state that the 
commenting railroad intends to file an application seeking affirmative 
relief that requires an application to be filed with the Board (e.g., 
divestiture, purchase, trackage rights, inclusion, construction, or 
abandonment) and must include a general statement of what that 
application is expected to include. This will be considered a prefiling 
notice without which the Board will not entertain applications for this 
type of relief.
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    \32\ See Decision No. 2, served April 21, 1997, and published 
that day in the Federal Register at 62 FR 19390.
---------------------------------------------------------------------------

    Petitions for waiver or clarification by responsive (including 
inconsistent) applicants must be filed by August 22, 1997. Each 
responsive (including inconsistent) application filed and accepted will 
be consolidated with the primary application in this proceeding. 
Parties should contact the Office of the Secretary, Case Control Unit, 
at 202-565-1681 to obtain docket numbers for their responsive 
(including inconsistent) applications.
    Any responsive (including inconsistent) applicant must file, by 
October 1, 1997, either: (1) A verified statement that the responsive 
(including inconsistent) application will have no significant 
environmental impact; or (2) a responsive environmental report (RER) 
that contains detailed environmental information regarding the 
responsive (including inconsistent) application. See Decision No. 6, 
slip op. at 3-4, 62 FR at 29388-89.

Responsive (Including Inconsistent) Applications, Comments, Protests, 
Requests for Conditions, and Other Opposition Evidence and Argument

    Any interested persons, including the U.S. Secretary of 
Transportation and the U.S. Attorney General, may file written 
comments, protests, requests for conditions, and any other opposition 
evidence and argument, and/or responsive (including inconsistent) 
applications, no later than October 21, 1997. This deadline applies to 
comments, etc., addressing either the primary application or any of the 
related filings submitted with the primary application. An original and 
25 copies of such comments, etc., must be filed with the Surface 
Transportation Board, Office of the Secretary, Case Control Unit, 
ATTN.: STB Finance Docket No. 33388, 1925 K Street, N.W., Washington, 
DC 20423-0001. In addition, as previously noted, parties are also 
requested to submit one electronic copy of each document filed with the 
Board. Further details respecting such electronic submissions are 
provided below.
    Written comments, etc., must be concurrently served by first class 
mail on the U.S. Secretary of Transportation, the U.S. Attorney 
General, Judge Leventhal, applicants' representatives, and all other 
parties of record.
    Written comments, etc., shall include: (1) The docket number and 
title of the proceeding; (2) the name, address, and telephone number of 
the commenting party and its representative upon whom service shall be 
made; (3) the commenting party's position, i.e., whether it supports or 
opposes the proposed transaction; (4) a list of any specific protective 
conditions sought; and (5) an analysis of the issues with particular 
attention to our general policy statement for the merger or control of 
at least two Class I railroads (49 CFR 1180.1), the statutory criteria 
(49 U.S.C. 11324), and antitrust policy.
    Protesting parties are advised that, if they seek either the denial 
of the primary application or the imposition of conditions upon any 
approval thereof, on the theory that approval without imposition of 
conditions will harm either their ability to provide essential services 
and/or competition, they must present substantial evidence in support 
of their positions. See Lamoille Valley R.R. Co. v. ICC, 711 F.2d 295 
(D.C. Cir. 1983).

Other Dates

    The procedural schedule adopted in Decision No. 6 further provides: 
(1) that rebuttal in support of the primary application, or in support 
of any of the related filings, must be filed by December 15, 1997; (2) 
that responses to any responsive (including inconsistent) applications, 
as well as responses to all comments, protests, requests for 
conditions, and other opposition evidence and argument, must also be 
filed by December 15, 1997; (3) that rebuttal in support of any 
responsive (including inconsistent) applications must be filed by 
January 14, 1998; (4) that briefs may be filed by February 23, 1998; 
(5) that oral argument will be

[[Page 39589]]

heard on April 9, 1998; (6) that, at the discretion of the Board, a 
voting conference will be held on April 14, 1998; and (7) that the 
final written decision, addressing the primary application and the 
related filings, and also addressing any responsive (including 
inconsistent) applications, will be served on June 8, 1998.

Dates Respecting Abandonments

    We will process the abandonments proposed by applicants in 
accordance with the overall procedural schedule, rather than applying 
the procedural schedules required by 49 U.S.C. 10904 and our 49 CFR 
part 1152 abandonment regulations.33 Therefore, with respect 
to each related abandonment proposal: (1) in order to be designated a 
party of record (POR), a person must file with the Secretary of the 
Board, no later than August 7, 1997, an original plus 25 copies of a 
notice of intent to participate along with a certificate of service 
indicating that the notice has been properly served on Judge Leventhal 
and on applicants' representatives; (2) opposition submissions, 
requests for public use conditions,34 and/or Trails Act 
requests 35 must be filed by October 21, 1997; (3) rebuttal 
in support of the abandonment proposals, and/or responses to any 
requests for public use conditions and Trails Act requests, must be 
filed by December 15, 1997; (4) as with the primary application and all 
related matters, briefs may be filed by February 23, 1998, oral 
argument will be held on April 9, 1998, and a voting conference will be 
held, at the Board's discretion, on April 14, 1998; and (5) if, in the 
final decision served on June 8, 1998, we approve the primary 
application, we shall also address, in that final decision, each of the 
abandonment proposals, and all matters (including requests for public 
use conditions and Trails Act requests) relative thereto; and if we 
exempt any of the abandonment proposals, we shall require interested 
persons to file, no later than 10 days after the date of service of the 
final decision, offers of financial assistance 36 with 
respect to any of the exempted abandonments.
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    \33\ All references herein to our 49 CFR part 1152 abandonment 
regulations are to our new regulations, which took effect on January 
23, 1997. See Abandonment and Discontinuance of Rail Lines and Rail 
Transportation Under 49 U.S.C. 10903, STB Ex Parte No. 537, 61 FR 
67876 (Dec. 24, 1996), 62 FR 34669 (June 27, 1997).
    \34\ See 49 CFR 1152.28 (61 FR at 67894).
    \35\ See 49 CFR 1152.29 (61 FR at 67894-96).
    \36\ See 49 CFR 1152.27 (61 FR at 67891-94).
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Discovery

    In Decision No. 1, served April 16, 1997, this proceeding was 
assigned to Judge Leventhal for the handling of all discovery matters 
and the initial resolution of all discovery disputes. In Decision No. 
10, served June 27, 1997, Judge Leventhal adopted discovery guidelines 
to govern the conduct of discovery in this proceeding.

Deadlines Applicable to Appeals and Replies

    As noted in Decision No. 6, slip op. at 7, 62 FR at 29390: any 
appeal to a decision issued by Judge Leventhal must be filed within 3 
working days of the date of his decision; any response to any such 
appeal must be filed within 3 working days of the date of filing of the 
appeal; and any reply to any motion filed with the Board itself in the 
first instance must be filed within 3 working days of the date of 
filing of the motion.

Environmental Review Process Scope

    By notice served July 3, 1997, and published in the Federal 
Register on July 7, 1997, at 62 FR 36332, the Board's Section of 
Environmental Analysis (SEA): (a) provided notice to interested persons 
that, to evaluate and consider the potential environmental impacts that 
may result from the transactions proposed in the primary application 
and in the related filings, SEA intends to prepare an environmental 
impact statement (EIS); (b) set out the draft scope of the EIS that SEA 
intends to prepare; (c) directed that written comments respecting the 
draft scope be filed by August 6, 1997; and (d) set forth projected 
time frames for conducting the EIS process.

Electronic Submissions

    In addition to submitting an original and 25 paper copies of each 
document filed with the Board, parties are also requested to submit, on 
diskettes (3.5-inch IBM-compatible floppies) or compact discs, one 
electronic copy of each such document. Textual materials must be in, or 
convertible into, WordPerfect 7.0. Spreadsheets must be in, or 
convertible into, Lotus 1-2-3 Version 7.37 Each diskette or 
compact disc should be clearly labeled with the identification acronym 
and number of the corresponding paper document, see 49 CFR 
1180.4(a)(2), and a copy of such diskette or compact disc should be 
provided to any other party upon request. The data contained on the 
diskettes and compact discs submitted to the Board will be subject to 
the protective order granted in Decision No. 1, served April 16, 1997 
(as modified in Decision No. 4, served May 2, 1997), and will be for 
the exclusive use of Board employees reviewing substantive and/or 
procedural matters in this proceeding. The flexibility provided by such 
computer data will facilitate timely review by the Board and its staff. 
38
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    \37\ Parties intending to submit spreadsheets in formats other 
than Lotus 1-2-3 Version 7 may wish to consult with our staff 
regarding such submissions. Some (though not all) spreadsheets 
prepared in other formats, though perhaps not convertible into Lotus 
1-2-3 Version 7, may nevertheless be useable by our staff. For 
further information, contact Julia M. Farr, (202) 565-1613.
    \38\ The electronic submission requirements set forth in this 
decision supersede, for the purposes of this proceeding, the 
otherwise applicable electronic submission requirements set forth in 
our regulations. See 49 CFR 1104.3(a), as amended in Expedited 
Procedures for Processing Rail Rate Reasonableness, Exemption and 
Revocation Proceedings, STB Ex Parte No. 527, 61 FR 52710, 52711 
(Oct. 8, 1996), 61 FR 58490, 58491 (Nov. 15, 1996).
---------------------------------------------------------------------------

    This action will not significantly affect either the quality of the 
human environment or the conservation of energy resources.
    It is ordered: 
    1. The primary application in STB Finance Docket No. 33388, and the 
related filings in the various embraced dockets listed in Appendix A, 
are accepted for consideration.
    2. The parties shall comply with the procedural requirements 
described in this decision.
    3. Any appeal to a decision issued by Judge Leventhal must be filed 
within 3 working days of the date of his decision, and any response to 
any such appeal must be filed within 3 working days of the date of 
filing of the appeal.
    4. Any reply to any motion filed with the Board itself in the first 
instance must be filed within 3 working days of the date of filing of 
the motion.
    5. This decision is effective on July 23, 1997.

    Decided: July 15, 1997.

    By the Board, Chairman Morgan and Vice Chairman Owen.
Vernon A. Williams,
Secretary.

Appendix A--Embraced Proceedings

    This decision covers both the STB Finance Docket No. 33388 lead 
proceeding and the following embraced proceedings:
    STB Finance Docket No. 33388 (Sub-No. 1), CSX Transportation, 
Inc.--Construction and Operation Exemption--Connection Track at 
Crestline, OH;
    STB Finance Docket No. 33388 (Sub-No. 2), CSX Transportation, 
Inc.--Construction and Operation Exemption--Connection Track at Willow 
Creek, IN;

[[Page 39590]]

    STB Finance Docket No. 33388 (Sub-No. 3), CSX Transportation, 
Inc.--Construction and Operation Exemption--Connection Tracks at 
Greenwich, OH;
    STB Finance Docket No. 33388 (Sub-No. 4), CSX Transportation, 
Inc.--Construction and Operation Exemption--Connection Track at Sidney 
Junction, OH;
    STB Finance Docket No. 33388 (Sub-No. 5), Norfolk and Western 
Railway Company--Construction and Operation Exemption--Connecting Track 
With Union Pacific Railroad Company at Sidney, IL;
    STB Finance Docket No. 33388 (Sub-No. 6), Norfolk and Western 
Railway Company--Construction and Operation Exemption--Connecting Track 
With Consolidated Rail Corporation at Alexandria, IN;
    STB Finance Docket No. 33388 (Sub-No. 7), Norfolk and Western 
Railway Company--Construction and Operation Exemption--Connecting Track 
With Consolidated Rail Corporation at Bucyrus, OH;
    STB Finance Docket No. 33388 (Sub-No. 8), CSX Transportation, 
Inc.--Construction and Operation Exemption--Connection Track at Little 
Ferry, NJ;
    STB Finance Docket No. 33388 (Sub-No. 9), CSX Transportation, Inc. 
and The Baltimore and Ohio Chicago Terminal Railroad Company--
Construction and Operation Exemption--Connection Track at 75th Street 
SW, Chicago, IL;
    STB Finance Docket No. 33388 (Sub-No. 10), CSX Transportation, 
Inc.--Construction and Operation Exemption--Connection Track at 
Exermont, IL;
    STB Finance Docket No. 33388 (Sub-No. 11), CSX Transportation, Inc. 
and The Baltimore and Ohio Chicago Terminal Railroad Company--
Construction and Operation Exemption--Connection Track at Lincoln 
Avenue, Chicago, IL;
    STB Finance Docket No. 33388 (Sub-No. 12), Norfolk Southern Railway 
Company--Construction and Operation Exemption--Connecting Track With 
Consolidated Rail Corporation at Kankakee, IL;
    STB Finance Docket No. 33388 (Sub-No. 13), Norfolk and Western 
Railway Company--Construction and Operation Exemption--Connecting Track 
With Illinois Central Railroad Company at Tolono, IL;
    STB Finance Docket No. 33388 (Sub-No. 14), Norfolk and Western 
Railway Company--Construction and Operation Exemption--Connecting Track 
With Consolidated Rail Corporation at Butler, IN;
    STB Finance Docket No. 33388 (Sub-No. 15), Norfolk and Western 
Railway Company--Construction and Operation Exemption--Connecting Track 
With Consolidated Rail Corporation at Tolleston, IN;
    STB Finance Docket No. 33388 (Sub-No. 16), Norfolk and Western 
Railway Company--Construction and Operation Exemption--Connecting Track 
With Consolidated Rail Corporation at Hagerstown, MD;
    STB Finance Docket No. 33388 (Sub-No. 17), Norfolk and Western 
Railway Company--Construction and Operation Exemption--Connecting Track 
With Consolidated Rail Corporation at Ecorse Junction (Detroit), MI;
    STB Finance Docket No. 33388 (Sub-No. 18), Norfolk and Western 
Railway Company--Construction and Operation Exemption--Connecting Track 
With Consolidated Rail Corporation at Blasdell (Buffalo), NY;
    STB Finance Docket No. 33388 (Sub-No. 19), Norfolk and Western 
Railway Company--Construction and Operation Exemption--Connecting Track 
With Consolidated Rail Corporation at Gardenville Junction (Buffalo), 
NY;
    STB Finance Docket No. 33388 (Sub-No. 20), Norfolk and Western 
Railway Company--Construction and Operation Exemption--Connecting Track 
With Consolidated Rail Corporation at Columbus, OH;
    STB Finance Docket No. 33388 (Sub-No. 21), Norfolk and Western 
Railway Company--Construction and Operation Exemption--Connecting Track 
With Consolidated Rail Corporation at Oak Harbor, OH;
    STB Finance Docket No. 33388 (Sub-No. 22), Norfolk and Western 
Railway Company--Construction and Operation Exemption--Connecting Track 
With Consolidated Rail Corporation at Vermilion, OH;
    STB Finance Docket No. 33388 (Sub-No. 23), Norfolk and Western 
Railway Company--Joint Relocation Project Exemption--Over CSX 
Transportation, Inc. (Currently Consolidated Rail Corporation) at Erie, 
PA;
    STB Finance Docket No. 33388 (Sub-No. 24), Consolidated Rail 
Corporation-- Acquisition Exemption--Line Between Fort Wayne, IN, and 
Tolleston (Gary), IN;
    STB Finance Docket No. 33388 (Sub-No. 25), Norfolk and Western 
Railway Company--Trackage Rights Exemption--CSX Transportation, Inc.;
    STB Finance Docket No. 33388 (Sub-No. 26), CSX Corporation and CSX 
Transportation, Inc.--Control--The Lakefront Dock and Railroad Terminal 
Company;
    STB Finance Docket No. 33388 (Sub-No. 27), Norfolk and Western 
Railway Company--Trackage Rights Exemption--CSX Transportation, Inc.;
    STB Finance Docket No. 33388 (Sub-No. 28), CSX Transportation, 
Inc.-- Trackage Rights Exemption--Norfolk and Western Railway Company;
    STB Finance Docket No. 33388 (Sub-No. 29), CSX Transportation, 
Inc.-- Trackage Rights Exemption--Norfolk and Western Railway Company;
    STB Finance Docket No. 33388 (Sub-No. 30), Norfolk and Western 
Railway Company--Trackage Rights Exemption--CSX Transportation, Inc.;
    STB Finance Docket No. 33388 (Sub-No. 31), CSX Corporation and CSX 
Transportation, Inc.--Control Exemption--Albany Port Railroad 
Corporation;
    STB Finance Docket No. 33388 (Sub-No. 32), Norfolk and Western 
Railway Company--Trackage Rights Exemption--The Baltimore and Ohio 
Chicago Terminal Railroad Company;
    STB Finance Docket No. 33388 (Sub-No. 33), Norfolk and Western 
Railway Company--Trackage Rights Exemption--The Baltimore and Ohio 
Chicago Terminal Railroad Company;
    STB Finance Docket No. 33388 (Sub-No. 34), CSX Transportation, 
Inc.-- Trackage Rights Exemption--Norfolk and Western Railway Company;
    STB Docket No. AB-167 (Sub-No. 1181X), Consolidated Rail 
Corporation-- Abandonment Exemption--In Edgar and Vermilion Counties, 
IL;
    STB Docket No. AB-55 (Sub-No. 551X), CSX Transportation, Inc.-- 
Abandonment Exemption--In Edgar and Vermilion Counties, IL;
    STB Docket No. AB-290 (Sub-No. 194X), Norfolk and Western Railway 
Company--Abandonment Exemption--Between South Bend and Dillon Junction 
in St. Joseph and La Porte Counties, IN;
    STB Docket No. AB-290 (Sub-No. 195X), Norfolk and Western Railway 
Company--Abandonment Exemption--Between Dillon Junction and Michigan 
City in La Porte County, IN;
    STB Docket No. AB-290 (Sub-No. 196X), Norfolk and Western Railway 
Company--Abandonment Exemption--Between Toledo and Maumee in Lucas 
County, OH; and
    STB Docket No. AB-290 (Sub-No. 197X), Norfolk and Western Railway 
Company--Abandonment Exemption--Toledo Pivot Bridge in Lucas County, 
OH.

[[Page 39591]]

Appendix B: Procedural Schedule

May 16, 1997  Preliminary Environmental Report filed.
June 23, 1997  Primary application and related filings filed. 
Environmental Report filed.
July 23, 1997  Publication in the Federal Register, by this date, of: 
notice of acceptance of primary application and related filings; and 
notice of the five related abandonment filings.
August 6, 1997  Comments on the draft scope of the Environmental Impact 
Statement due.39
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    \39\ See the notice served July 3, 1997, and published in the 
Federal Register on July 7, 1997, at 62 FR 36332. As indicated in 
that notice, slip op. at 3, 62 FR at 36333, it is not necessary to 
be a party of record to file comments on the draft scope of the EIS 
and/or to participate in the environmental review process.
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August 7, 1997  Notice of intent to participate in proceeding due.
August 22, 1997  Description of anticipated responsive (including 
inconsistent) applications due; petitions for waiver or clarification 
due with respect to such applications.
September 5, 1997  Preliminary Draft Environmental Assessments for the 
construction projects referenced in Decision No. 9 due.
October 1, 1997  Responsive Environmental Report and Environmental 
Verified Statements of responsive (including inconsistent) applicants 
due.
October 21, 1997  Responsive (including inconsistent) applications due. 
All comments, protests, and requests for conditions, and any other 
opposition evidence and argument, due.40 Comments of the 
U.S. Secretary of Transportation and the U.S. Attorney General due. 
With respect to all related abandonments: opposition submissions, 
requests for public use conditions, and Trails Act requests due.
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    \40\ As indicated in the notice published in the Federal 
Register on July 11, 1997 (62 FR 37331), petitions for 
reconsideration with respect to the physical construction of the 
Crestline connection track, as proposed in the STB Finance Docket 
No. 33388 (Sub-No. 1) embraced docket, and/or operation thereover by 
CSXT, are due by July 31, 1997. As indicated in the notices 
published in the Federal Register concurrently herewith, comments 
respecting the physical construction of the Willow Creek, Greenwich, 
Sidney Junction, Sidney, Alexandria, and Bucyrus connection tracks, 
as proposed in the STB Finance Docket No. 33388 (Sub-Nos. 2, 3, 4, 
5, 6, and 7) embraced dockets, respectively, and/or operation 
thereover by applicants, are due by August 22, 1997.
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November 20, 1997  Notice of acceptance (if required) of responsive 
(including inconsistent) applications published in the Federal 
Register.
December 15, 1997  Response to responsive (including inconsistent) 
applications due. Response to comments, protests, requested conditions, 
and other opposition evidence and argument due. Rebuttal in support of 
primary application and related filings due. With respect to all 
related abandonments: rebuttal due; and responses to requests for 
public use and Trails Act conditions due.
January 14, 1998  Rebuttal in support of responsive (including 
inconsistent) applications due.
February 23, 1998  Briefs due, all parties (not to exceed 50 pages).
April 9, 1998  Oral argument (close of record).
April 14, 1998  Voting conference (at Board's discretion).
June 8, 1998  Date of service of final decision. With respect to any 
exempted abandonments: offers of financial assistance may be filed no 
later than 10 days after the date of service of the final decision.

    Notes: 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. Discovery on 
responsive (including inconsistent) applications will begin 
immediately upon their filing.

[FR Doc. 97-19372 Filed 7-22-97; 8:45 am]
BILLING CODE 4915-00-P