[Federal Register Volume 70, Number 123 (Tuesday, June 28, 2005)]
[Notices]
[Pages 37127-37128]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E5-3338]


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SECURITIES AND EXCHANGE COMMISSION


Issuer Delisting; Notice of Application of CSX Transportation, 
Inc. To Withdraw Its Monon Railroad 6 Percent Income Debentures (Due 
January 1, 2007), From Listing and Registration on the New York Stock 
Exchange, Inc. File No. 1-03359

June 21, 2005.
    On June 6, 2005, CSX Transportation, Inc., a Virginia corporation 
(``Issuer''), filed an application with the Securities and Exchange 
Commission (``Commission''), pursuant to Section 12(d) of the 
Securities Exchange Act of 1934 (``Act'') \1\ and Rule 12d2-2(d) 
thereunder,\2\ to withdraw its Monon Railroad 6% income debentures (due 
January 1, 2007) (``Security''), from listing and registration on the 
New York Stock Exchange, Inc. (``NYSE'').
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    \1\ 15 U.S.C. 78l(d).
    \2\ 17 CFR 240.12d2-2(d).
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    The Board of Directors (``Board'') of the Issuer approved 
resolutions on May 17, 2005, to withdraw the Security from listing and 
registration on the NYSE. The Board stated the following reasons 
factored into its decision to withdraw the Security from the NYSE. 
First, there are only a limited number of security holders of the 
Security. As of April 7, 2005, at least $2,900,000 of the approximately 
$3,100,000 principal amount outstanding was held by 70 registered 
holders. The Issuer believes there are fewer than 300 holders of record 
of the Security. Second, the Security trades infrequently on NYSE and 
the Issuer does not anticipate that such trading might increase 
appreciably. Based on information provided by NYSE, the Security traded 
in only 5 of the last 12 months (for the period ending May 31, 2005), 
representing a total of 288 trades. Third, the Issuer will realize cost 
and expense savings by withdrawing listing of the Security from NYSE 
and suspend its reporting requirements with the Commission. The Company 
is required to file Annual Reports on Form 10-K, Quarterly Reports on 
Form 10-Q, and Current Reports on Form 8-K with the Commission. In 
light of the relatively small number of holders and the infrequent 
trading of the Security, the Issuer wishes to eliminate the costs 
associated with continued listing and the reporting obligations with 
respect to the Security, including administrative and personnel costs, 
auditor fees and legal fees. Under Rule 12h-3(b)(1)(i) of the Act, the 
Company is permitted to suspend its reporting obligations with respect 
to the Security by filing a Form 15 with the Commission. In addition, 
the Issuer has no other securities outstanding that require it to 
maintain a listing for its Security on the NYSE or to continue to files 
reports with the Commission. Fourth, the Issuer is not obligated to 
list the Security, pursuant to the terms of the indenture under which 
the Security was issued, or to maintain a listing for the Security on 
NYSE or on any other exchange. Fifth, delisting of the Security will 
not have a material impact on the holders of the Security. The Issuer 
believes that, in light of the limited number of holders and low 
trading volume, a withdrawal of the Security from listing on NYSE will 
not have a material impact on the holders of the Security.
    The Issuer stated in its application that it has complied with 
NYSE's rules governing an issuer's voluntary withdrawal of a security 
from listing and registration by providing NYSE with the required 
documents governing the removal of securities from listing and 
registration on NYSE.
    The Issuer's application relates solely to the withdrawal of the 
Securities from listing on the NYSE and from registration under Section 
12(b) of the Act,\3\ and shall not affect its obligation to be 
registered under Section 12(g) of the Act.\4\
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    \3\ 15 U.S.C. 78l(b).
    \4\ 15 U.S.C. 78l(g).
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    Any interested person may, on or before July 15, 2005, comment on 
the facts bearing upon whether the application has been made in 
accordance with the rules of NYSE, and what terms, if any, should be 
imposed by the Commission for the protection of investors. All comment 
letters may be submitted by either of the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/delist.shtml); or
     Send an e-mail to [email protected]. Please include 
the File Number 1-03359 or

Paper Comments

     Send paper comments in triplicate to Jonathan G. Katz, 
Secretary, Securities and Exchange Commission, 100 F Street, NE., 
Washington, DC 20549-9303.
    All submissions should refer to File Number 1-03359. This file 
number should be included on the subject line if e-mail is used. To 
help us process and review your comments more efficiently, please use 
only one method. The

[[Page 37128]]

Commission will post all comments on the Commission's Internet Web site 
(http://www.sec.gov/rules/delist.shtml). Comments are also available 
for public inspection and copying in the Commission's Public Reference 
Room. All comments received will be posted without change; we do not 
edit personal identifying information from submissions. You should 
submit only information that you wish to make available publicly.
    The Commission, based on the information submitted to it, will 
issue an order granting the application after the date mentioned above, 
unless the Commission determines to order a hearing on the matter.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\5\
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    \5\ 17 CFR 200.30-3(a)(1).
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Jill M. Peterson,
Assistant Secretary.
[FR Doc. E5-3338 Filed 6-27-05; 8:45 am]
BILLING CODE 8010-01-P