[Federal Register Volume 68, Number 107 (Wednesday, June 4, 2003)]
[Notices]
[Pages 33575-33576]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 03-13674]


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DEPARTMENT OF TRANSPORTATION

Surface Transportation Board

[STB Docket No. MC-F-20999]


National Express Corporation--Intra-Corporate Family Transaction 
Exemption

    National Express Corporation (NEC), a noncarrier, has filed a 
verified notice of exemption under the Board's class exemption 
procedures at 49 CFR 1182.9.\1\ The exempt transaction involves the 
corporate restructuring of NEC's student transportation division, 
which, in addition to providing exempt school bus services, also 
provides charter passenger carrier services to the public.\2\
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    \1\ The Board exempted intra-corporate family transactions of 
motor carriers of passengers that do not result in significant 
operational changes, adverse changes in service levels, or a change 
in the competitive balance with carriers outside the corporate 
family in Class Exemption for Motor Passenger Intra-Corporate Family 
Transactions, STB Finance Docket No. 33685 (STB served Feb. 18, 
2000).
    \2\ The Board previously exempted the acquisition of control of 
five motor passenger carriers by National Express Group plc, NEC's 
parent, and NEC in National Express Group plc, et al.--Control 
Exemption--School Services and Leasing, Inc., et al., STB Docket No. 
MC-F-20968 (STB served Aug. 28, 2000).
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    Under the transaction, NEC, a Delaware corporation merged certain 
directly and indirectly controlled subsidiaries into a single Delaware 
limited partnership, Durham School Services, L.P. (DSSLP), a motor 
passenger carrier. As part of the reorganization, Durham 
Transportation, Inc., a California corporation (DTI CA) was re-
incorporated as Durham Transportation, Inc., a Delaware corporation 
(DTI DE), through the incorporation of DTI DE in Delaware and the 
merger of DTI CA into DTI DE. NEC assigned shares of DTI DE to Durham 
Holding I, L.L.C. (Durham Holding I), a noncarrier and a limited 
partner of DSSLP, in exchange for the sole membership interest in 
Durham Holding I, and it assigned the remaining shares of DTI DE to 
Durham Holding II, L.L.C. (Durham Holding II), a noncarrier and the 
general manager of DSSLP, in exchange for the sole membership interest 
in Durham Holding II. DTI DE was converted into Durham School Services, 
L.P. (DSSLP), a Delaware limited partnership with Durham Holding I and 
Durham II as its limited and general partner, respectively. NEC merged 
its second-tier subsidiaries, Winkels Transportation Co., School 
Services and Leasing of Massachusetts, Inc., and Student Bus Services, 
Inc., into its first tier subsidiaries, Crabtree-Harmon Corporation, 
Robinson Bus Services, Inc., Educo Transit Company, Kenneth E. Bauman 
Bus, Inc., School Services and Leasing, Inc., Helweg & Farmer 
Transportation Co., Inc., and Stock Transportation L.L.C. All of the 
outstanding shares of the first tier operating subsidiaries were 
contributed to Newco, a newly formed Delaware corporation. The first-
tier operating subsidiaries were merged into Newco and Newco was merged 
into DSSLP. NEC retains ultimate ownership and control of DSSLP because 
DSSLP is the sole member of Durham Holding I and Durham Holding II.
    The transaction was consummated on or about December 31, 2002.\3\
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    \3\ NEC states that it completed the transaction without the 
benefit of transportation counsel. Upon learning that the 
transaction is subject to the Board's jurisdiction, NEC consulted 
with and retained counsel and then filed this notice of exemption.

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[[Page 33576]]

    According to NEC, the transaction will provide for certain 
financial, operational and other efficiencies. As a result of the 
reorganization, NEC states that it will be able to maximize the value 
of each of the business segments, position the business segments for 
strategic alliances and/or growth, and protect intellectual property 
assets. NEC also states that the reorganization will simplify 
accounting and accountability for revenue, expenses, and profits of the 
operations.
    This is a transaction within a corporate family of the type 
specifically exempted from prior review and approval under 49 CFR 
1182.9. NEC states 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. 
NEC also states that, because it directly or indirectly holds all of 
the stock of the affected entities, no agreement or contract was 
entered into, except for the corporate documentation and filings 
required to implement the reorganization. NEC further states that there 
will be no effect upon employees because all of them will be retained.
    If the verified notice contains false or misleading information, 
the Board shall summarily revoke the exemption and require divestiture. 
Petitions to revoke the exemption under 49 U.S.C. 13541(d) may be filed 
at any time. See 49 CFR 1182.9(c).
    An original and 10 copies of all pleadings, referring to STB Docket 
No. MC-F-20999, 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 Thomas W. Wilcox, Thompson Hine LLP, 
1920 N Street, NW., Suite 800, Washington, DC 20036.
    Board decisions and notices are available on our Web site at 
www.stb.dot.gov.

    Decided: May 23, 2003.

    By the Board, David M. Konschnik, Director, Office of 
Proceedings.
Vernon A. Williams,
Secretary.
[FR Doc. 03-13674 Filed 6-3-03; 8:45 am]
BILLING CODE 4915-00-P