[Federal Register Volume 63, Number 49 (Friday, March 13, 1998)]
[Notices]
[Pages 12574-12575]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 98-6555]


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DEPARTMENT OF TRANSPORTATION

Surface Transportation Board
[STB Finance Docket No. 33556]


Canadian National Railway Company, Grand Trunk Corporation, and 
Grand Trunk Western Railroad Incorporated--Control--Illinois Central 
Corporation, Illinois Central Railroad Company, Chicago, Central and 
Pacific Railroad Company, and Cedar River Railroad Company

AGENCY: Surface Transportation Board.

ACTION: Decision No. 2; Notice of prefiling notification.

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SUMMARY: Pursuant to 49 CFR 1180.4(b), Canadian National Railway 
Company (CNR), Grand Trunk Corporation (GTC), and Grand Trunk Western 
Railroad Incorporated (GTW), 1 Illinois Central Corporation 
(IC Corp.), Illinois Central Railroad Company (ICR), Chicago, Central 
and Pacific Railroad Company (CCP), and Cedar River Railroad Company 
(CRRC) 2 have notified the Surface Transportation Board 
(Board) of their intent to file an application seeking authority under 
49 U.S.C. 11323-25 for the acquisition of control, by CNR, through its 
indirect wholly owned subsidiary Blackhawk Merger Sub, Inc. (Merger 
Sub), of IC Corp., and through it of ICR and its railroad affiliates, 
and for the resulting common control by CNR of GTW and its railroad 
affiliates and ICR and its railroad affiliates.
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    \1\ CNR, GTC, and GTW, and their affiliates, are referred to 
collectively as CN.
    \2\ IC Corp., ICR, CCP, and CRRC, and their affiliates, are 
referred to collectively as IC. CN and IC are referred to 
collectively as Applicants.
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    The Board finds this to be a major transaction as defined in 49 CFR 
part 1180.

ADDRESSES: An original and 25 copies of all documents must refer to STB 
Finance Docket No. 33556 and must be sent to the Surface Transportation 
Board, Office of the Secretary, Case Control Unit, ATTN: STB Finance 
Docket No. 33556, 1925 K Street, N.W., Washington, DC 20423-0001. In 
addition, one copy of all documents in this proceeding must be sent to 
Administrative Law Judge David Harfeld, Federal Energy Regulatory 
Commission, Office of Administrative Law Judges, 888 First Street, 
N.E., Suite 11F, Washington, DC 20426 [(202) 219-2514; FAX: (202) 219-
3289] and to each of Applicants' representatives: (1) Paul A. 
Cunningham, Esq., Harkins Cunningham, 1300 19th Street, N.W., Suite 
600, Washington, DC 20036-1609; and (2) William C. Sippel, Esq., 
Oppenheimer Wolff & Donnelly, Two Prudential Plaza, 45th Floor, 180 
North Stetson Avenue, Chicago, IL 60601-6710.

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

SUPPLEMENTARY INFORMATION: In the notice of intent (CN/IC-1) filed 
February 12, 1998, Applicants state that, on February 10, 1998, CNR, 
Merger Sub, and IC Corp. entered into an Agreement and Plan of Merger 
under which Merger Sub will acquire up to 75% of the common stock of IC 
Corp. in a cash tender offer, which was to begin on or about February 
13, 1998. That stock, and any other IC Corp. stock acquired by CN, will 
be placed in a voting trust pending review of the merger by the Board. 
Applicants further state that, after consummation of the tender offer 
and requisite approval by the shareholders of IC Corp., Merger Sub will 
merge with and into IC Corp., with IC Corp. as the surviving 
corporation. As a result of that merger, all independent shareholders 
of IC Corp. will receive either CNR stock or a combination of CNR stock 
and cash in exchange for their stock in IC Corp. Upon consummation of 
the merger, the stock of Merger Sub held by CNR will become the sole 
issued and outstanding stock of IC Corp., and CNR will place that stock 
in the independent voting trust pending review and approval of the 
control transaction by the Board. If and when the Board takes final and 
favorable action, the voting trust will be dissolved, and CNR will 
assume control of IC Corp. and, through it, of CCP, CRRC, and their 
railroad affiliates.
    Applicants state that they will use the year 1996 as the base year 
for purposes of their impact analysis to be filed in the application, 
and that they anticipate filing their application on or before June 12, 
1998.
    The Board finds that this is a major transaction, as defined at 49 
CFR 1180.2(a), as it is a control transaction involving two or more 
Class I railroads. CNR, through its wholly owned subsidiary GTC, 
presently controls GTW, a Class I railroad, and, under the proposed 
transaction, CNR proposes to acquire common control of ICR, also a 
Class I railroad. The application must conform to the regulations set 
forth at 49 CFR part 1180 and must contain all information required 
therein for major transactions, except as modified by any advance 
waiver. 3 The carriers are also required to submit maps with 
overlays that show their existing routes and those of their 
competitors.
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    \3\ The ICC Termination Act of 1995, Pub. L. No. 104-88, 109 
Stat. 803, requires that we consider the effect of the proposed 
transaction ``on competition among rail carriers in the affected 
region or in the national rail system.'' 49 U.S.C. 11324(b)(5). 
Applicants are reminded to include analysis on both elements of this 
criterion in their competitive analyses.
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Electronic Submissions

    In addition to submitting an original and 25 copies of all paper 
documents filed with the Board, the parties shall also submit, on 
diskettes or compact discs, copies of all textual materials, electronic 
workpapers, data bases and spreadsheets used to develop quantitative 
evidence. Data must be submitted on 3.5 inch IBM-compatible floppy 
diskettes or compact discs. Textual materials must be in, or 
convertible by and into, WordPerfect 7.0. Electronic spreadsheets must 
be in, or convertible by and into, Lotus 1-2-3 97 Edition, Excel 
Version 7.0, or Quattro Pro Version 7.0.
    The data contained on the diskettes or compact discs submitted to 
the Board may be submitted under seal (to the extent that the 
corresponding paper copies are submitted under seal), 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 is necessary for efficient review of these materials by 
the Board and its staff.
    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,

[[Page 12575]]

1996), 61 FR 58490, 58491 (Nov. 15, 1996). 4
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    \4\ A copy of each diskette or compact disc submitted to the 
Board should be provided to any other party upon request.
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Selection of Administrative Law Judge

    The Board assigns and authorizes Administrative Law Judge David 
Harfeld to entertain and rule upon all disputes concerning discovery in 
this proceeding.
    This action will not significantly affect either the quality of the 
human environment or the conservation of energy resources.
    It is ordered:
    1. The parties shall submit all pleadings both in the required 
paper form and also as computer data contained on diskettes or compact 
discs.
    2. This proceeding is assigned to Administrative Law Judge David 
Harfeld for handling of all discovery matters and the initial 
resolution of all discovery disputes.
    3. In addition to filing pleadings with the Board and with 
Applicants' representatives, parties must send a copy of all filings 
and documents to Administrative Law Judge David Harfeld.
    4. Administrative Law Judge David Harfeld shall be added to the 
service list in this proceeding and a copy of this decision shall be 
served on Administrative Law Judge Harfeld.
    5. This decision is effective on the service date.

    Decided: March 6, 1998.

    By the Board, Chairman Morgan and Vice Chairman Owen.
Vernon A. Williams,
Secretary.
[FR Doc. 98-6555 Filed 3-12-98; 8:45 am]
BILLING CODE 4915-00-P