[Federal Register Volume 66, Number 194 (Friday, October 5, 2001)]
[Notices]
[Pages 51093-51094]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 01-24927]


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DEPARTMENT OF TRANSPORTATION

Surface Transportation Board

[STB Finance Docket No. 34093]


Canadian Pacific Railway Company and Soo Line Corporation--
Corporate Family Transaction Exemption--Delaware and Hudson Railway 
Company, Inc.

    Canadian Pacific Railway Company (CPR), Soo Line Corporation (SLC) 
and Delaware and Hudson Railway Company, Inc. (DHRC) (collectively CP 
Parties) have filed a verified notice of exemption under 49 CFR 
1180.2(d)(3) to undertake a corporate family transaction, which 
involves SLC's the acquisition of direct control of DHRC and its 
indirect control of nonoperating carriers controlled by DHRC.
    CPR currently controls Soo Line Railroad Company (Soo) and DHRC. 
Soo is a direct subsidiary of SLC, which is an indirect subsidiary of 
CPR. DHRC is controlled directly by D&H Investments, Inc. (DHI), which 
is also an indirect subsidiary of CPR. Following the proposed corporate 
reorganization, DHI will no longer exist and DHRC will become a direct 
corporate subsidiary of SLC. SLC will hold 100 percent of the

[[Page 51094]]

outstanding shares of DHRC and will therefore control DHRC.\1\
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    \1\ CP Parties state that the day-to-day operations of DHRC will 
continue to be managed by CPR.
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    The proposed transaction was to have been consummated on or after 
September 26, 2001.
    The purpose of the proposed transaction is to eliminate DHI and 
transfer the shares of DHRC to SLC to simplify the resulting corporate 
structure of the CPR corporate family. The proposed transaction is part 
of a corporate reorganization of the transportation and non-
transportation businesses of CPR's parent, Canadian Pacific Limited. A 
new noncarrier holding company parent of CPR, Canadian Pacific Railway 
Limited, will be created and will become a publicly traded company.
    This is a transaction within a corporate family of the type 
specifically exempted from prior review and approval under 49 CFR 
1180.2(d)(3). 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 applicants' 
corporate family.
    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 employee 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. 34093, must be filed with the Surface Transportation 
Board, Office of the Secretary, Case Control Unit, 1925 K Street, N.W., 
Washington, DC 20423-0001. In addition, a copy of each pleading must be 
served on Terence M. Hynes, Sidley Austin Brown & Wood, 1501 K Street, 
N.W., Washington, DC 20005.
    Board decisions and notices are available on our Web site at 
www.stb.dot.gov.

    Decided: September 27, 2001.

    By the Board, David M. Konschnik, Director, Office of 
Proceedings.
Vernon A. Williams,
Secretary.
[FR Doc. 01-24927 Filed 10-4-01; 8:45 am]
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