[Federal Register Volume 67, Number 188 (Friday, September 27, 2002)]
[Notices]
[Pages 61194-61195]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 02-24432]


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DEPARTMENT OF TRANSPORTATION

Surface Transportation Board

[STB Finance Docket No. 34237]


Norfolk Southern Railway Company--Corporate Family Transaction 
Exemption--Memphis and Charleston Railway Company

    Norfolk Southern Railway Company (NSR) \1\ and its subsidiary, 
Memphis and Charleston Railway Company (MCR),\2\ have filed a verified 
notice of exemption. As part of a proposed corporate restructuring, MCR 
will be merged into NSR, with NSR as the surviving entity. Under the 
agreement and plan of merger, NSR will own all of the assets of MCR and 
will be responsible for all debts and obligations of MCR.
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    \1\ NSR is a Class I carrier, and its railroad subsidiaries own 
or operate approximately 21,500 miles of railroad located in 22 
states, the District of Columbia, and the Province of Ontario. NSR 
is controlled through stock ownership by Norfolk Southern 
Corporation, a noncarrier holding company.
    \2\ MCR owns approximately 34 miles of railroad located in the 
State of Mississippi, that have been leased to NSR or its 
predecessors since 1898.
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    The transaction is scheduled to be consummated on or after October 
1, 2002. The earliest the transaction could have been consummated was 
September 5, 2002, the effective date of the exemption (7 days after 
the exemption was filed).
    The purpose of the transaction is to eliminate MCR as a separate 
corporate entity, simplify the corporate structure of NSR and the NSR 
system, and eliminate costs associated with separate accounting, tax, 
bookkeeping and reporting functions. The proposed transaction will 
further the goal of corporate simplification.
    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). The parties stated that 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.

[[Page 61195]]

    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. Although applicants do not 
expect any employees to be adversely affected by this merger and 
control transaction, they have agreed to apply employee protective 
conditions pursuant to 49 U.S.C. 11326(a). Therefore, any employees 
adversely affected by the merger and control transaction will be 
protected by the conditions set forth in New York Dock Ry.--Control--
Brooklyn Eastern Dist., 360 I.C.C. 60 (1979).
    If the verified 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. 34237 must be filed with the Surface Transportation 
Board, 1925 K Street, NW, Washington, DC 20423-0001. In addition, a 
copy of each pleading must be served on David A. Shelton, Norfolk 
Southern Corporation, Three Commercial Place, Norfolk, VA 23510-9241.
    Board decisions and notices are available on our Web site at 
``WWW.STB.DOT.GOV.''

    Decided: September 20, 2002.

    By the Board, David M. Konschnik, Director, Office of 
Proceedings.
Vernon A. Williams,
Secretary.
[FR Doc. 02-24432 Filed 9-26-02; 8:45 am]
BILLING CODE 4915-00-P