[Federal Register Volume 66, Number 56 (Thursday, March 22, 2001)]
[Notices]
[Pages 16095-16096]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 01-6865]


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DEPARTMENT OF TRANSPORTATION

Surface Transportation Board

[STB Finance Docket No. 34007]


Canadian National Railway Company--Corporate Family Transaction 
Exemption--Interest in Detroit River Tunnel and Niagara River Bridge

    Canadian National Railway Company (CNR) has filed a notice of 
exemption under 49 CFR 1180.2(d)(3), for what CNR describes as a 
corporate family transaction involving CNR's creation with the Canadian 
Pacific Railway Company (CPR) of a new partnership, CNCP Niagara-
Windsor Partnership (NWP), to control certain rail assets currently 
controlled by CNCP Niagara-Detroit Partnership (N-D Partnership). The 
transaction is related to CNR's anticipated transfer of certain 
interests in the Detroit River Tunnel property (the Tunnel) to Borealis 
Infrastructure Trust Management Inc., sole trustee of the Borealis 
Transportation Infrastructure Trust (BTIT). The Tunnel and other rail 
assets were acquired jointly by CNR and CPR in 1984, and those assets 
acquired by CNR and CPR at that time were placed under the control of 
N-D Partnership, of which CNR and CPR each hold an undivided 50% 
interest.\1\ CNR states that the corporate arrangements described in 
and purported to be covered by this notice are beyond the scope of the 
Board's jurisdiction.\2\
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    \1\ See Canadian National Railway Company and Canadian Pacific 
Limited-Acquisition-Interests of Consolidated Rail Corporation in 
Canada Southern Railway Company and Detroit River Tunnel Company, 
Finance Docket No. 30387 and Canadian National Railway and Canadian 
Pacific Limited-Application for Trackage Rights Over Consolidated 
Rail Corporation Trackage in Detroit, MI, Finance Docket No. 30387 
(Sub-No. 1) (ICC served Sept. 4, 1984).
    \2\ CNR simultaneously filed a motion to dismiss the notice of 
exemption on jurisdictional grounds. That motion will be addressed 
by the Board in a separate decision.
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    The transaction was scheduled to be consummated on or shortly after 
March 6, 2001, the effective date of the exemption (7 days after the 
exemption was filed).\3\
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    \3\ This transaction is related to the following simultaneously 
filed verified notices of exemption: STB Finance Docket No. 33984, 
Borealis Infrastructure Trust Management Inc., Sole Trustee of the 
Borealis Transportation Infrastructure Trust--Acquisition 
Exemption--Detroit River Tunnel Company; STB Finance Docket No. 
34005, Canadian Pacific Railway Company--Corporate Family 
Transaction Exemption--Interests in Detroit River Tunnel and Niagara 
River Bridge; STB Finance Docket No. 34006, Canadian Pacific Railway 
Company--Trackage Rights Exemption--Detroit River Tunnel Company; 
and STB Finance Docket No. 34001, Canadian National Railway 
Company--Trackage Rights Exemption--Detroit River Tunnel Company.
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    The purpose of the transaction is to allow CNR and CPR to dissolve 
the N-D Partnership, permit distribution of the N-D Partnership assets 
to CNR and CPR, permit CNR's, transfer of its 50% interest in the 
Tunnel to BTIT, and then to allow CNR and CPR to create NWP.\4\
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    \4\ The properties that will be held by NWP include, as relevant 
here, the Canada Southern Railway Company (CSR), which is owned by 
N-D Partnership, whose lines are located entirely in Canada. CSR, in 
turn, controls the Niagara River Bridge Company, whose line extends 
across the U.S.-Canada border at Niagara Falls, NY.
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    CNR has filed its notice of exemption under 49 CFR 1180.2(d)(3) 
based on its assertion that the proposed reorganization is exempt as 
one within the CNR corporate family.\5\ As described, the transaction 
will not result in adverse changes in service levels, significant 
operational changes, or a change in the competitive balance with 
carriers outside the corporate family, but whether CNR and its 
affiliates qualify for the corporate family transaction class exemption 
and whether they need that exemption or some other Board approval (or 
exemption) for the proposed transaction are matters that will be 
addressed by the Board in its consideration of CNR's motion to dismiss.
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    \5\ Unredacted versions of the draft Dissolution Agreement, the 
draft Distribution Agreement, and the draft Partnership Agreement, 
each relating to the dissolution of the N-D Partnership, and the 
creation of the NWP between CNR and CPR, as required by 49 CFR 
1180.6(a)(7)(ii), were filed under seal. A motion for protective 
order was filed on February 27, 2001. That motion was granted and a 
protective order in this proceeding was served on March 14, 2001.
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    Under 49 U.S.C. 10502(g), the Board may not use its exemption 
authority to relieve a rail carrier of its statutory obligation to 
protect the interests of its employees. As a condition to this 
exemption, any United States railroad employees, affected by the 
transaction will be protected by the conditions imposed in New York 
Dock Ry.--Control--Brooklyn Eastern Dist., 360 I.C.C. 60 (1979).
    If the notice contains false or misleading information, the 
exemption is void ab initio. Petitions to revoke the exemption under 49 
U.S.C. 10502(d) may be filed at any time. The filing of a petition to 
revoke will not automatically stay the transaction.
    An original and 10 copies of all pleadings, referring to STB 
Finance Docket No. 34007, must be filed with the Surface Transportation 
Board, Office of the Secretary, Case Control Unit, 1925 K Street, NW., 
Washington, DC 20423-0001. In addition, a copy of each pleading must be 
served on Paul A. Cunningham, HARKINS

[[Page 16096]]

CUNNINGHAM, 801 Pennsylvania Ave., NW., Washington, DC 20004-2664.
    Board decisions and notices are available on our website at 
``WWW.STB.DOT.GOV.''

    Decided: March 14, 2001.

    By the Board, David M. Konschnik, Director, Office of 
Proceedings.
Vernon A. Williams,
Secretary.
[FR Doc. 01-6865 Filed 3-21-01; 8:45 am]
BILLING CODE 4915-00-P