[Federal Register Volume 70, Number 121 (Friday, June 24, 2005)]
[Notices]
[Pages 36695-36696]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 05-12491]


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DEPARTMENT OF TRANSPORTATION

Surface Transportation Board

[STB Finance Docket No. 34708]


Genesee & Wyoming Inc., RP Acquisition Company One and RP 
Acquisition Company Two--Control Exemption--Rail Partners, L.P., AN 
Railway, et al., Atlantic & Western Railway, et al., and KWT Railway, 
Inc.

    Genesee & Wyoming Inc. (GWI), a noncarrier holding company, and RP 
Acquisition Company One (RP 1) and RP Acquisition Company Two (RP 2), 
newly created noncarrier holding companies which are wholly owned by 
GWI (collectively, applicants), have filed a notice of exemption to 
permit: (1) GWI and RP 1 to acquire control of Rail Partners, L.P., and 
eight Class III rail carriers formed as limited partnerships;\1\ and 
(2) GWI and RP 2 to acquire control of Rail Partners, L.P., KWT 
Railway, Inc., a Class III rail carrier corporation, and five Class III 
rail carriers organized as limited liability companies.\2\
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    \1\ The limited partnership Class III rail carriers are: 
Atlantic & Western Railway, Limited Partnership; East Tennessee 
Railway, L.P.; Galveston Railroad, L.P.; Georgia Central Railway, 
L.P.; Little Rock & Western Railway, L.P.; Tomahawk Railway, Limited 
Partnership; Valdosta Railway, L.P.; and Wilmington Terminal 
Railroad, Limited Partnership (collectively, Atlantic & Western 
Railway, et al. group).
    \2\ The limited liability companies are: AN Railway, L.L.C.; The 
Bay Line Railroad, L.L.C.; M&B Railroad, L.L.C.; Riceboro Southern 
Railway, LLC; and Western Kentucky Railway, L.L.C. (collectively, AN 
Railway, et al. group).
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    The transaction was scheduled to be consummated on or after June 1, 
2005, the effective date of the exemption (7 days after the notice was 
filed).
    GWI directly or indirectly controls Buffalo & Pittsburgh Railroad, 
Inc. (BPRR), \3\ a Class II rail carrier operating in New York and 
Pennsylvania, and the following 23 Class III rail carriers: Arkansas, 
Louisiana & Mississippi Railroad Company, operating in Arkansas and 
Louisiana; Chattahoochee Industrial Railroad, operating in Georgia; 
Commonwealth Railway, Inc., operating in Virginia; Corpus Christi 
Terminal Railroad, Inc., operating in Texas; Dansville and Mount Morris 
Railroad Company, operating in New York; First Coast Railroad, Inc., 
operating in Florida and Georgia; Fordyce & Princeton Railroad Company, 
operating in Arkansas; Genesee & Wyoming Railroad Company, Inc., 
operating in New York; Golden Isles Terminal Railroad, Inc., operating 
in Georgia; Illinois & Midland Railroad, Inc., operating in Illinois; 
Louisiana & Delta Railroad, Inc., operating in Louisiana; Portland & 
Western Railroad, Inc., operating in Oregon; Rochester & Southern 
Railroad, Inc., operating in New York; Salt Lake City Southern Railroad 
Company, operating in Utah; Savannah Port Terminal Railroad, Inc., 
operating in Georgia; South Buffalo Railway Company, operating in New 
York; St. Lawrence & Atlantic Railroad Company, operating in Vermont, 
New Hampshire, and Maine; St. Lawrence & Atlantic Railroad (Quebec), 
Inc., operating in Vermont; Talleyrand Terminal Railroad, Inc., 
operating in Florida; Tazewell & Peoria Railroad, Inc., operating in 
Illinois; Utah Railway Company, operating in Colorado and Utah; 
Willamette & Pacific Railroad, Inc., operating in Oregon; and York 
Railway Company (York),\4\ operating in Pennsylvania (collectively, 
Affiliates).
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    \3\ GWI also has control over Allegheny & Eastern, L.L.C. and 
Pittsburgh & Shawmut Railroad, L.L.C., two non-operating Class III 
rail carriers that separately hold certain rail assets over which 
BPRR operates.
    \4\ GWI also has control over Maryland and Pennsylvania, L.L.C., 
and Yorkrail, L.L.C., two non-operating Class III rail carriers that 
separately hold the rail assets over which York operates.
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    Rail Partners, L.P., a noncarrier limited partnership, currently 
holds all non-managing membership interests or all limited partnership 
interests (as applicable) in each of the AN Railway, et al. group and 
the Atlantic & Western Railway, et al. group. Under the proposed 
transaction, RP 1 will acquire the entire general partnership interest 
of Rail Partners, L.P., and the entire general partnership interest of 
each rail

[[Page 36696]]

carrier identified in the Atlantic & Western Railway, et al. group. RP 
2 will acquire 100% ownership of KWT Railway, Inc., the entire limited 
partnership interest of Rail Partners, L.P., and the entire managing 
member interest of each rail carrier identified in the AN Railway, et 
al. group.
    GWI states: (1) That neither the KWT Railway, Inc. carriers in the 
AN Railway, et al. group nor the carriers in the Atlantic & Western, et 
al. group (collectively, Acquired Railroads) will connect with any of 
the Affiliates; (2) that the control transaction is not part of a 
series of anticipated transactions that would connect any of the 
Acquired Railroads with the Affiliates; and (3) that no Class I 
railroad is involved in the control transaction. Therefore, the control 
transaction is exempt from the prior approval requirements of 49 U.S.C. 
11323. See 49 CFR 1180.2(d)(2).
    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. Because the transaction 
involves at least one Class II and one or more Class III rail carriers, 
the exemption is subject to the labor protection requirements of 49 
U.S.C. 11326(b).
    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. 34708, 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 Rose-Michele Nardi, Weiner 
Brodsky Sidman Kider PC, 1300 Nineteenth Street, NW., Fifth Floor, 
Washington, DC 20036-1609.
    Board decisions and notices are available on our Web site at http://www.stb.dot.gov.

    Decided: June 20, 2005.

    By the Board, David M. Konschnik, Director, Office of 
Proceedings.
Vernon A. Williams,
Secretary.
[FR Doc. 05-12491 Filed 6-23-05; 8:45 am]
BILLING CODE 4915-01-P