[Federal Register Volume 68, Number 14 (Wednesday, January 22, 2003)]
[Notices]
[Page 3093]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 03-1336]



[[Page 3093]]

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DEPARTMENT OF TRANSPORTATION

Surface Transportation Board

[STB Finance Docket No. 34306]


K. Earl Durden, Rail Management Corporation, and Rail Partners, 
L.P.--Corporate Family Transaction Exemption

    K. Earl Durden (Durden), Rail Management Corporation (RMC),\1\ and 
Rail Partners, L.P. (Rail Partners) \2\ (collectively, applicants), 
have filed a verified notice of exemption under 49 CFR 1180.2(d)(3) to 
undertake a corporate reorganization to simplify their corporate 
structure by: (1) merging Galveston Railway, Inc. (GRI), into RMC, and 
(2) dissolving Emerald Coast Investments, L.L.C. (Emerald Coast) and 
distributing its assets among its various members.
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    \1\ RMC is a noncarrier holding company which is controlled by 
Durden. RMC's former corporate name was Rail Management and 
Consulting Corporation.
    \2\ Rail Partners is a noncarrier limited partnership. Durden, 
through RMC and four other entities that he controls, also controls 
Rail Partners. Additionally, Durden controls two trusts that, with 
RMC, control Emerald Coast. Durden separately controls noncarrier 
GRI. GRI, Emerald, and RMC in turn control Rail Partners.
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    The transaction was expected to be consummated on or after December 
30, 2002, the effective date of the exemption (7 days after the notice 
was filed).
    At the time this notice was filed, applicants controlled 14 Class 
III rail carriers located in Alabama, Arizona, Arkansas, Florida, 
Georgia, Kentucky, North Carolina, Tennessee, Texas, and Wisconsin. 
They are: AN Railway, L.L.C.; Atlantic & Western Railway, L.P.; The Bay 
Line Railroad, L.L.C. (Bay Line); Copper Basin Railway (Copper Basin); 
East Tennessee Railway, L.P.; Galveston Railroad, L.P.; Georgia Central 
Railway, L.P.; KWT Railway, Inc. (KWT); Little Rock & Western Railway, 
L.P.; M&B Railroad, L.L.C.; Tomahawk Railway, L.P.; Valdosta Railway, 
L.P.; Western Kentucky Railway, L.L.C. (Western Kentucky); and 
Wilmington Terminal Railroad, L.P. These rail carriers are referred to 
as the RMC Rail Group. Applicants state that, in most cases, RMC is the 
general or managing partner of the railroad, holding a 1% interest, 
while Rail Partners is a limited partner holding the remaining 99% 
interest.\3\
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    \3\ Four exceptions apply: KWT, in which GRI controls 100% of 
the voting stock; Bay Line and Western Kentucky, in which Rail 
Partners holds 97% of the voting stock and 3% is held by RMC, 
Durden, and Durden-controlled entities; and Copper Basin, in which 
Rail Partners holds 55% of the voting stock and Asarco, Inc., an 
unaffiliated entity, holds the minority 45% interest.
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    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 state 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 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. Section 11326(c), however, does 
not provide for labor protection for transactions under sections 11324-
25 that involve only Class III rail carriers. Because this transaction 
involves Class III rail carriers only, the Board, under the statute, 
may not impose labor protective conditions for this transaction.
    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 stay the transaction.
    An original and 10 copies of all pleadings, referring to STB 
Finance Docket No. 34306, 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: Donald G. Avery, 1224 17th 
Street, NW., Washington, DC 20036.
    Board decisions and notices are available on our Web site at 
www.stb.dot.gov.

    Decided: January 15, 2003.
    By the Board, David M. Konschnik, Director, Office of 
Proceedings.
Vernon A. Williams,
Secretary.
[FR Doc. 03-1336 Filed 1-21-03; 8:45 am]
BILLING CODE 4915-00-P