[Federal Register Volume 72, Number 119 (Thursday, June 21, 2007)]
[Notices]
[Pages 34349-34353]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E7-11759]


-----------------------------------------------------------------------

DEPARTMENT OF TRANSPORTATION

Surface Transportation Board

[STB Finance Docket No. 35031]


Fortress Investment Group LLC, et al.--Control--Florida East 
Coast Railway, LLC

AGENCY: Surface Transportation Board, DOT.

ACTION: Decision No. 2 in STB Finance Docket No. 35031; Notice of 
Acceptance of Application; Issuance of Procedural Schedule.

-----------------------------------------------------------------------

SUMMARY: The Surface Transportation Board (Board) is accepting for 
consideration the application filed May 22, 2007, by Fortress 
Investment Group LLC, on behalf of certain private equity funds managed 
by it and its affiliates (Fortress); Iron Horse Acquisition Holding 
LLC, a Delaware limited liability company and affiliate of Fortress 
(Iron Horse); NEWCO, a Delaware limited liability company and affiliate 
of Fortress; RailAmerica, Inc. (RailAmerica); and Florida East Coast 
Industries, Inc. (FECI) and its wholly owned subsidiary, Florida East 
Coast Railway, LLC (FECR). The application seeks Board approval under 
49 U.S.C. 11321-26 of the acquisition and control of FECR by NEWCO 
(and, indirectly, by Fortress). This proposal is referred to as the 
Transaction, and Fortress, Iron Horse, NEWCO, RailAmerica, FECI, and 
FECR are referred to collectively as applicants.
    Also on May 22, 2007, applicants submitted a petition for 
revocation of class exemptions pursuant to 49 U.S.C. 10502(d), asking 
the Board to revoke the class exemptions set forth in 49 CFR 
1180.2(d)(2) and 1180.2(d)(3) with respect to the Transaction.
    The Board finds that the Transaction is a ``minor transaction'' 
under 49 CFR 1180.2(c) and revokes the class exemptions that would 
otherwise have applied. The Board adopts a procedural schedule for 
consideration of the application, under which the Board's final 
decision would be issued on September 28, 2007.

DATES: The effective date of this decision is June 21, 2007. Any person 
who wishes to participate in this proceeding as a party of record (POR) 
must file, no later than July 5, 2007, a notice of intent to 
participate. All comments, protests, requests for conditions, and any 
other evidence and argument in opposition to the application, including 
filings by the U.S. Department of Justice (DOJ) and the U.S. Department 
of Transportation (DOT), must be filed by July 30, 2007. Responses to 
comments, protests, requests for conditions, and other opposition, and 
rebuttal in support of the application must be filed by August 14, 
2007. If a public hearing or oral argument is held, it will be held on 
a date to be determined by the Board. The Board will issue its final 
decision on September 28, 2007. For further information respecting 
dates, see Appendix A (Procedural Schedule).

ADDRESSES: Any filing submitted in this proceeding must be submitted 
either via the Board's e-filing format or in the traditional paper 
format. Any person using e-filing should attach a document and 
otherwise comply with the instructions found on the Board's Web site at 
http://www.stb.dot.gov at the ``E-FILING'' link. Any person submitting 
a filing in the traditional paper format should send an original and 10 
paper copies of the filing (and also an electronic version) to: Surface 
Transportation Board, 395 E Street, SW., Washington, DC 20423-0001. In 
addition, one copy of each filing in this proceeding must be sent (and 
may be sent by e-mail only if service by e-mail is acceptable to the 
recipient) to each of the following: (1) Secretary of Transportation, 
1200 New Jersey Avenue, SE., Washington, DC 20590; (2) Attorney General 
of the United States, c/o Assistant Attorney General, Antitrust 
Division, Room 3109, Department of Justice, Washington, DC 20530; (3) 
Terence M. Hynes (representing Fortress, Iron Horse, NEWCO, and 
RailAmerica), Sidley Austin LLP, 1501 K Street, NW., Washington, DC 
20005; (4) Heidi J. Eddins (representing FECI and FECR), 10151 Deerwood 
Park Boulevard, Building 100, Suite 360, Jacksonville, FL 32256; and 
(5) any other person designated as a POR on the service list notice (as 
explained below, the service

[[Page 34350]]

list notice will be issued as soon after July 5, 2007, as practicable).

FOR FURTHER INFORMATION CONTACT: Julia M. Farr, (202) 245-0359. 
[Assistance for the hearing impaired is available through the Federal 
Information Relay Service (FIRS) at 1-800-877-8339.]

SUPPLEMENTARY INFORMATION: Fortress, through its management of certain 
private equity funds, controls RailAmerica and (indirectly) 
RailAmerica's rail carrier subsidiaries. Fortress acquired control of 
RailAmerica in February 2007, pursuant to a Verified Notice of 
Exemption. See Fortress Investment Group LLC, et al.--Control 
Exemption--Rail America, Inc., et al., STB Finance Docket No. 34972 
(STB served Dec. 22, 2006).
    RailAmerica is a short line and regional rail service provider that 
currently owns and operates, through its freight railroad subsidiaries, 
approximately 7,800 miles of rail lines in the United States and 
Canada. RailAmerica's 30 United States freight railroad subsidiaries 
operate 41 railroads in the United States. RailAmerica also operates 
four railroads in Canada through three Canadian subsidiaries. 
(RailAmerica's 30 U.S. freight railroad subsidiaries are referred to 
collectively herein as the RailAmerica Railroads.) One of the 
RailAmerica Railroads, the Central Oregon & Pacific Railroad, Inc. 
(CORP), is a Class II carrier. The other RailAmerica Railroads, all of 
which are Class III carriers, include Alabama & Gulf Coast Railway L.L 
C. (AGR), Arizona & California Railroad Company (ARZC), Bauxite & 
Northern Railway Company (BXN), California Northern Railroad Company 
(CFNR), Cascade and Columbia River Railroad Company (CSCD), The Central 
Railroad Company of Indiana (CIND), Central Railroad Company of 
Indianapolis (CERA), Connecticut Southern Railroad, Inc. (CSO), Dallas, 
Garland & Northeastern Railroad, Inc. (DGNO), Eastern Alabama Railway 
(EARY), Huron & Eastern Railway Company, Inc. (HESR), Indiana & Ohio 
Railway Company (IORY), Indiana Southern Railroad, Inc. (ISKR), 
Kiamichi Railroad L.L.C. (KRR), Kyle Railroad Company (KYLE), Massena 
Terminal Railroad Company (MSTR), Mid-Michigan Railroad, Inc. (MMRR), 
Missouri & Northern Arkansas Railroad Company, Inc. (MNA), New England 
Central Railroad, Inc. (NECR), North Carolina & Virginia Railroad 
Company, Inc. (NCVA), Otter Tail Valley Railroad Company (OTVR), Point 
Comfort and Northern Railway Company (PCNR), Puget Sound & Pacific 
Railroad Company (PSAP), Rockdale, Sandow & Southern Railroad Company 
(RSSR), San Diego & Imperial Valley Railroad Company, Inc. (SDIV), San 
Joaquin Valley Railroad Company (SJVR), South Carolina Central Railroad 
Company, Inc. (SCRF), Toledo, Peoria & Western Railway Corporation 
(TPW), and Ventura County Railroad Company (VCRR). RailAmerica's 
Canadian freight railroads include Cape Breton & Central Nova Scotia 
(CBNS), Goderich-Exeter Railway (GEXR), Ottawa Valley Railway (OVR), 
and Southern Ontario Railway (SOR).
    Only one of the RailAmerica Railroads, AGR, owns or operates a rail 
line in Florida. AGR's line extends south from Kimbrough, AL, to 
Pensacola, FL. AGR does not serve the east coast of Florida, nor does 
it serve any point in common with FECR.
    Iron Horse is a Delaware limited liability company owned by certain 
private equity funds controlled by Fortress. Iron Horse controls Iron 
Horse Acquisition Sub, Inc. (Iron Horse Sub), a Florida corporation 
created for purposes of the proposed transaction. NEWCO is a Delaware 
limited liability company owned by certain private equity funds 
controlled by Fortress. The proposed transaction will be carried out 
through a merger of Iron Horse Sub into FECI, and the subsequent 
transfer of FECR's limited liability company interests to NEWCO. Upon 
consummation of the proposed transaction, FECR will be a wholly owned 
subsidiary of NEWCO.
    FECI, a holding company incorporated in 2006, is engaged in the 
real estate and railroad businesses. FECI's real estate business is 
conducted through certain affiliated companies known as Flagler 
Development Group (Flagler). Flagler is engaged in the acquisition, 
entitlement, development, management, construction, leasing, operation, 
and sale of real estate in Florida.
    FECR, another affiliate of FECI, owns and operates a Class II 
regional railroad located entirely within Florida. FECR's main line 
extends for 351 miles between Jacksonville and Miami, FL. In addition 
to this main line track, FECR owns and operates approximately 268 miles 
of branch, switching, and other secondary track, and 167 miles of yard 
track. FECR also operates nine major terminal facilities along its 
lines, including Bowden Yard in Jacksonville, which also serves as 
FECR's primary point of interchange with CSX Transportation, Inc. 
(CSXT) and Norfolk Southern Railway Company (NS). In connection with a 
haulage agreement with NS, FECR also serves an approximately 100-acre 
facility owned by NS near Titusville, FL, which is currently used for 
automobile distribution.
    The primary commodities handled by FECR include intermodal trailers 
and containers, aggregates, vehicles, food, paper, and lumber. 
Intermodal traffic accounts for approximately 45% of FECR's total 
revenues, and carload traffic (primarily aggregates) generates 
approximately 53% of total revenues. In 2006, FECR transported 
approximately 212,000 carloads and 322,000 intermodal units. FECR's 
revenues from freight-related operations in 2006 were approximately 
$264 million.
    Through its interchange connections with both NS and CSXT at 
Jacksonville, FECR offers its customers interline rail service to 
points beyond FECR's service territory. FECR has also forged marketing 
alliances with connecting carriers to offer daily express intermodal 
service to South Florida from Atlanta, Chicago, New York/New Jersey and 
Baltimore. In conjunction with its affiliate, FEC Highway Services, 
Inc. (FECHS), FECR offers drayage services throughout the Southeast via 
terminals in Atlanta, Jacksonville, Fort Pierce, Fort Lauderdale and 
Miami.
    The Transaction for which the applicants seek approval involves the 
acquisition of FECI (and, as a result, FECR) by Fortress. The 
transaction would be carried out through a merger of Iron Horse Sub 
into FECI. Upon consummation of the merger, FECI would become a wholly 
owned subsidiary of Iron Horse and an affiliate of Fortress. FECI would 
be a privately held company and its common stock would no longer be 
publicly traded. Shareholders of FECI would receive cash consideration 
of $62.50 for each outstanding share of FECI's common stock, and a 
special dividend of $21.50 per share to be paid by FECI prior to the 
merger. The total value of the transaction, including the refinancing 
of existing FECI debt and the special dividend, is approximately $3.5 
billion. The closing of the proposed transaction is subject to a number 
of conditions precedent, including receipt of certain regulatory 
approvals, an affirmative vote of the holders of a majority of the 
outstanding shares of FECI, and other customary conditions.
    Immediately upon consummation of the merger, all of the limited 
liability company interests of FECR would be placed into an independent 
voting trust pending approval of the proposed transaction by the 
Board.\1\ On or after

[[Page 34351]]

the effective date of a final order of the Board authorizing the 
proposed transaction, the voting trust would be terminated, FECR's 
interests would be transferred to NEWCO, and FECR would become a wholly 
owned subsidiary of NEWCO (and controlled indirectly by Fortress). The 
shares of FECHS, which provides drayage and ancillary services in 
conjunction with FECR rail service, would also be transferred by FECI 
to NEWCO, and FECHS would become a wholly owned subsidiary of NEWCO. 
Applicants may allocate other assets to NEWCO or FECI to align all of 
FECI's current transportation-related activities within NEWCO and real 
estate business within FECI following the transaction.
---------------------------------------------------------------------------

    \1\ Pursuant to 49 CFR 1013.3, applicants state that they will 
submit their proposed Voting Trust Agreement to the Board for review 
prior to consummating the merger.
---------------------------------------------------------------------------

    Financial Arrangements. The consideration for the acquisition of 
FECI's shares would be paid in cash. No new railroad securities would 
be issued, nor would FECR or RailAmerica assume any additional debt in 
connection with the proposed transaction (although FECR may guarantee 
debt obligations incurred by its parent). Iron Horse and NEWCO would 
incur certain debt obligations in connection with the overall 
acquisition of FECI by Fortress.
    Passenger Service Impacts. The Transaction would have no impact on 
commuter or passenger operations because there are no commuter or 
passenger services operated over the lines of FECR or RailAmerica.
    Discontinuances/Abandonments. Applicants have no plans to abandon 
any of FECR's lines, or to eliminate any existing rail facilities, in 
connection with the Transaction.
    Public Interest Considerations. Applicants contend that the 
Transaction will have no adverse competitive effects, noting that FECR 
and RailAmerica Railroads do not compete in the same markets, nor serve 
any common points or rail corridors. Only one of the RailAmerica 
Railroads, AGR, owns or operates a rail line that extends into Florida. 
AGR's line runs south from Kimbrough, AL, to Pensacola, FL. AGR does 
not serve any point in common with FECR. Thus, applicants state that no 
shipper will experience a reduction in the number of rail competitive 
options available to it as a result of the Transaction.
    Applicants state that the Transaction would further the public 
interest in meeting significant transportation needs in a number of 
ways. First, applicants state that ownership by Fortress is expected to 
enable FECR to obtain capital at a lower cost than it can today. 
Applicants note that this would enhance FECR's financial capability to 
make prudent capital investments in response to future growth in demand 
for rail services.
    Second, applicants note that the Transaction presents opportunities 
to enhance the efficiency of both FECR and the RailAmerica Railroads, 
by applying the ``best practices'' of each in the other railroads' 
operations. According to applicants, in 2006, FECR's operating ratio 
was 70.6%, making it one of the most efficient railroads in the United 
States. Applicants state that a significant reason for FECR's 
performance is its focus on asset utilization and, in particular, 
implementation of operating strategies that optimize locomotive turns, 
increase average train speed, reduce dwell time, and produce reliable 
scheduled train service. Applicants would seek opportunities to 
implement FECR's ``best practices'' on the RailAmerica Railroads, and 
would likewise explore the possibility of further improving FECR's 
operations by adopting ``best practices'' currently employed by 
RailAmerica. Applicants state that this would contribute to greater 
efficiency in the operations of all of the rail carriers in the 
Fortress family.
    Third, applicants assert that both FECR and RailAmerica would be 
able to take advantage of Fortress' purchasing power in acquiring 
locomotives, rolling stock, track maintenance equipment, and vehicles, 
rail, and other materials and supplies, insurance, and fuel.
    Time Schedule for Consummation. If the conditions precedent to 
closing of the merger transaction are satisfied, applicants intend to 
consummate the Transaction during the 3rd Quarter of 2007. If this 
application has not been approved by the Board as of the date when all 
other conditions precedent to closing of the merger transaction have 
been satisfied, all of the limited liability company interests of FECR 
will be placed into an independent voting trust pending approval of the 
proposed transaction by the Board, in order to avoid unlawful control 
of FECR in violation of 49 U.S.C. 11323.
    Environmental Impacts. Applicants contend that no environmental 
documentation is required because there would be no operational changes 
that would exceed the thresholds established in 49 CFR 1105.7(e)(4) or 
(5), and there would be no action that would normally require 
environmental documentation. Applicants therefore assert that the 
Transaction does not require environmental documentation under 49 CFR 
1105.6(b)(4).
    Historic Preservation Impacts. Applicants contend that a historic 
report is not required because the Transaction involves the common 
control of FECR and the RailAmerica Railroads through stock ownership, 
which will not substantially change the level of maintenance of rail 
property. Applicants state that they do not plan to make substantial 
changes in FECR's day-to-day operations, nor do they plan to abandon or 
discontinue service on any of FECR's lines, to eliminate any existing 
rail facilities, or to dispose of or alter properties subject to STB 
jurisdiction that are 50 years or older.
    Labor Impacts. Applicants do not anticipate that any employees of 
FECR, RailAmerica or the RailAmerica Railroads will be adversely 
affected by the proposed transaction. Applicants state that any carrier 
employees who are adversely affected by the proposed transaction will 
be entitled to the benefits of a fair arrangement in accordance with 
the requirements of 49 U.S.C. 11326. New York Dock Ry.--Control--
Brooklyn Eastern District Terminal, 360 I.C.C. 60, aff'd sub nom. New 
York Dock Ry. v. United States, 609 F.2d 83 (2d Cir. 1979). Applicants 
have not entered into any employee protection agreements affecting 
their employees in connection with the proposed transaction.
    Application Accepted. The Board finds that the proposed Transaction 
would be a ``minor transaction'' under 49 CFR 1180.2(c), and the Board 
accepts the application for consideration because it is in substantial 
compliance with the applicable regulations governing minor 
transactions. See 49 U.S.C. 11321-26; 49 CFR part 1180. The Board 
reserves the right to require the filing of supplemental information, 
if necessary to complete the record.
    Because applicants take the position that the Transaction qualifies 
for the Board's class exemptions at 49 CFR 1180.2(d)(2) and (3), they 
have asked the Board to revoke the class exemptions that could 
otherwise be invoked by the applicants and allow applicants instead to 
pursue formal Board approval through the application process. Under 
section 10502(b), the Board may revoke an exemption when we find that 
application of regulation is necessary to carry out the Rail 
Transportation Policy of 49 U.S.C. 10101. We make such a finding here 
based on the particular circumstances of this Transaction. Thus, the 
class exemptions will be revoked as to this transaction to permit the 
applicants to proceed with seeking Board approval for the Transaction 
through application.
    Public Inspection. The application is available for inspection in 
the Docket File Reading Room (Room 131) at the offices of the Surface 
Transportation Board, 395 E Street, SW., in Washington, DC. In 
addition, the

[[Page 34352]]

application may be obtained from Mr. Hynes (representing Fortress, Iron 
Horse, NEWCO, and RailAmerica) and Ms. Eddins (representing FECI and 
FECR) at the addresses indicated above.
    Procedural Schedule. The Board has considered applicants' request 
(filed May 22, 2007) for a procedural schedule, under which the Board 
would issue its final decision on September 28, 2007, and that decision 
would become effective on October 29, 2007.
    The Board is adopting a procedural schedule that is essentially the 
same as applicants' proposed procedural schedule. The Board's schedule 
also provides that any necessary oral argument or public hearing will 
be held on a date to be determined by the Board.
    Under the procedural schedule adopted by the Board: Any person who 
wishes to participate in this proceeding as a POR must file, no later 
than July 5, 2007, a notice of intent to participate; all comments, 
protests, requests for conditions, and any other evidence and argument 
in opposition to the application, including filings by DOJ and DOT, 
must be filed by July 30, 2007; and responses to comments, protests, 
requests for conditions, and other opposition and rebuttal in support 
of the application must be filed by August 14, 2007. As in past 
proceedings, DOJ and DOT will be allowed to file, on the response due 
date (here, August 14), their comments in response to the comments of 
other parties, and applicants will be allowed to file (as quickly as 
possible thereafter) a response to any such comments filed by DOJ and/
or DOT. Under this schedule, a public hearing or oral argument may be 
held on a date to be determined by the Board. The Board will issue its 
final decision on September 28, 2007, and the Board will make any such 
approval effective on October 29, 2007. For further information 
respecting dates, see Appendix A (Procedural Schedule).
    Notice of Intent to Participate. Any person who wishes to 
participate in this proceeding as a POR must file with the Board, no 
later than July 5, 2007, a notice of intent to participate, accompanied 
by a certificate of service indicating that the notice has been 
properly served on the Secretary of Transportation, the Attorney 
General of the United States, Mr. Hynes (representing Fortress, Iron 
Horse, NEWCO, and RailAmerica) and Ms. Eddins (representing FECI and 
FECR).
    If a request is made in the notice of intent to participate to have 
more than one name added to the service list as a POR representing a 
particular entity, the extra name will be added to the service list as 
a ``Non-Party.'' The list will reflect the Board's policy of allowing 
only one official representative per party to be placed on the service 
list, as specified in Press Release No. 97-68 dated August 18, 1997, 
announcing the implementation of the Board's ``One Party-One 
Representative'' policy for service lists. Any person designated as a 
Non-Party will receive copies of Board decisions, orders, and notices 
but not copies of official filings. Persons seeking to change their 
status must accompany that request with a written certification that he 
or she has complied with the service requirements set forth at 49 CFR 
1180.4, and any other requirements set forth in this decision.
    Service List Notice. The Board will serve, as soon after July 5, 
2007, as practicable, a notice containing the official service list 
(the service-list notice). Each POR will be required to serve upon all 
other PORs, within 10 days of the service date of the service-list 
notice, copies of all filings previously submitted by that party (to 
the extent such filings have not previously been served upon such other 
parties). Each POR also will be required to file with the Board, within 
10 days of the service date of the service-list notice, a certificate 
of service indicating that the service required by the preceding 
sentence has been accomplished. Every filing made by a POR after the 
service date of the service-list notice must have its own certificate 
of service indicating that all PORs on the service list have been 
served with a copy of the filing. Members of the United States Congress 
(MOCs) and Governors (GOVs) are not parties of record and need not be 
served with copies of filings, unless any Member or Governor has 
requested to be, and is designated as, a POR.
    Comments, Protests, Requests for Conditions, and other Opposition 
Evidence and Argument, Including Filings by DOJ and DOT. All comments, 
protests, requests for conditions, and any other evidence and argument 
in opposition to the application, including filings by DOJ and DOT, 
must be filed by July 30, 2007.
    Because the Transaction proposed in the application is a minor 
transaction, no responsive applications will be permitted. See 49 CFR 
1180.4(d)(1).
    Protesting parties are advised that, if they seek either the denial 
of the application or the imposition of conditions upon any approval 
thereof, on the theory that approval (or approval without conditions) 
would harm competition and/or their ability to provide essential 
services, they must present substantial evidence in support of their 
positions. See Lamoille Valley R.R. Co. v. ICC, 711 F.2d 295 (D.C. Cir. 
1983).
    Responses to Comments, Protests, Requests for Conditions, and Other 
Opposition; Rebuttal In Support of the Application. Responses to 
comments, protests, requests for conditions, and other opposition 
submissions, and rebuttal in support of the application must be filed 
by August 15, 2007.
    Public Hearing/Oral Argument. The Board may hold a public hearing 
or an oral argument in this proceeding on a date to be determined by 
the Board.
    Discovery. Discovery may begin immediately. The parties are 
encouraged to resolve all discovery matters expeditiously and amicably.
    Environmental Matters. The National Environmental Policy Act of 
1969 (NEPA) generally requires federal agencies to consider ``to the 
fullest extent possible'' environmental consequences ``in every 
recommendation or report on major federal actions significantly 
affecting the quality of the human environment.'' 42 U.S.C. 4332(2)(C). 
Regulations governing implementation of this broad mandate have been 
promulgated by the Council on Environmental Quality (CEQ), at 40 CFR 
1500-1508, and by the Board, at 49 CFR 1105. The Board's Section of 
Environmental Analysis (SEA) is responsible for conducting the 
environmental review on behalf of the Board, evaluating potential 
environmental impacts, and recommending environmental mitigation 
conditions to the Board.
    Under the CEQ regulations, for those types of proposed actions for 
which the environmental effects are ordinarily insignificant, an 
environmental review need not be conducted under NEPA.\2\ Rather, such 
activities are covered by a ``categorical exclusion.'' Absent 
extraordinary circumstances, once a project is found to fit within a 
categorical exclusion, no further NEPA procedures are warranted. In its 
environmental rules, the Board has promulgated various categorical 
exclusions. As pertinent here, transactions involving an acquisition of 
control that would not result in operational changes that exceed 
certain thresholds normally require no environmental review. 49 CFR 
1105.6(c)(2)(i).
---------------------------------------------------------------------------

    \2\ 40 CFR 1500.4(p), 1501.4(a)(2), 1508.4.
---------------------------------------------------------------------------

    The Board's environmental rules also address its responsibilities 
for historic review and consultation under the National Historic 
Preservation Act (NHPA). The Board's regulations provide that historic 
review normally is not required for acquisitions of control

[[Page 34353]]

where there will be no significant change in operations. 49 CFR 
1105.8(b)(1).
    Actions such as these that do not trigger the Board's thresholds 
typically require no environmental review. 49 CFR 1105.6(c)(2), 
1105.7(e)(4) and (5). Moreover, even without the categorical exclusion 
from environmental review provided by Board regulations for 
acquisitions of control, SEA has concluded that the proposed 
transaction would not have enough potential for significant impacts to 
warrant further environmental review under NEPA and the Board's 
environmental rules.
    Finally, SEA agrees with applicants that the proposed action does 
not require historic review under NHPA, because further approval would 
be required to abandon any service, and there are no plans to dispose 
of or alter properties subject to the Board's jurisdiction that are 50 
years old or older. 49 CFR 1105.8(b)(1).
    Filing/Service Requirements. Persons participating in this 
proceeding may ``file'' with the Board and ``serve'' on other parties: 
A notice of intent to participate (due by July 5); a certificate of 
service indicating service of prior pleadings on persons designated as 
PORs on the service-list notice (due by the 10th day after the service 
date of the service-list notice); any comments, protests, requests for 
conditions, and any other evidence and argument in opposition to the 
application (due by July 30); and any responses to comments, etc., and 
any rebuttal in support of the application (due by August 14).
    Filing Requirements. Any document filed in this proceeding must be 
filed either via the Board's e-filing format or in the traditional 
paper format. Any person using e-filing should attach a document and 
otherwise comply with the instructions found on the Board's Web site at 
http://www.stb.dot.gov at the ``E-FILING'' link. Any person filing a 
document in the traditional paper format should send an original and 10 
paper copies of the document (and also an electronic version) to: 
Surface Transportation Board, 395 E Street, SW., Washington, DC 20423-
0001.
    Service Requirements. One copy of each document filed in this 
proceeding must be sent to each of the following (any copy may be sent 
by e-mail only if service by e-mail is acceptable to the recipient): 
(1) Secretary of Transportation, 1200 New Jersey Avenue, SE., 
Washington, DC 20590; (2) Attorney General of the United States, c/o 
Assistant Attorney General, Antitrust Division, Room 3109, Department 
of Justice, Washington, DC 20530; (3) Terence M. Hynes (representing 
Fortress, Iron Horse, NEWCO, and RailAmerica), Sidley Austin LLP, 1501 
K Street, N.W., Washington, DC 20005; (4) Heidi J. Eddins (representing 
FECI and FECR), 10151 Deerwood Park Boulevard, Building 100, Suite 360, 
Jacksonville, FL 32256; and (5) any other person designated as a POR on 
the service-list notice.
    Service of Decisions, Orders, and Notices. The Board will serve 
copies of its decisions, orders, and notices only on those persons who 
are designated on the official service list as either POR, MOC, or GOV. 
All other interested persons are encouraged either to secure copies of 
decisions, orders, and notices via the Board's Web site at http://www.stb.dot.gov under ``E-LIBRARY/Decisions & Notices'' or to make 
advance arrangements with the Board's copy contractor, ASAP Document 
Solutions (mailing address: Suite 103, 9332 Annapolis Rd., Lanham, MD 
20706; e-mail address: [email protected]; telephone number: 202-306-
4004), to receive copies of decisions, orders, and notices served in 
this proceeding. ASAP Document Solutions will handle the collection of 
charges and the mailing and/or faxing of decisions, orders, and notices 
to persons who request this service.
    Access to Filings. An interested person does not need to be on the 
service list to obtain a copy of the primary application or any other 
filing made in this proceeding. Under the Board's rules, any document 
filed with the Board (including applications, pleadings, etc.) shall be 
promptly furnished to interested persons on request, unless subject to 
a protective order. 49 CFR 1180.4(a)(3). The primary application and 
other filings in this proceeding will also be available on the Board's 
Web site at http://www.stb.dot.gov under ``E-LIBRARY/Filings.''
    This action will not significantly affect either the quality of the 
human environment or the conservation of energy resources.
    It is ordered:
    1. The application in STB Finance Docket No. 35031 is accepted for 
consideration.
    2. The class exemptions at 49 CFR 1180.2(d)(2) and (3) are revoked 
as to the transaction proposed by applicants so that Board approval may 
be sought under the formal application process.
    3. The parties to this proceeding must comply with the procedural 
schedule adopted by the Board in this proceeding as shown in Appendix 
A.
    4. The parties to this proceeding must comply with the procedural 
requirements described in this decision.
    5. This decision is effective on June 21, 2007.

    Decided: June 12, 2007.

    By the Board, Chairman Nottingham, Vice Chairman Buttrey, and 
Commissioner Mulvey.
Vernon A. Williams,
Secretary.

Appendix A: Procedural Schedule

    May 22, 2007: Application, Petition to Revoke Class Exemptions, 
Motion for Protective Order, and Motion to Establish Procedural 
Schedule filed.
    June 6, 2007: Protective order issued.
    June 22, 2007: Board notice of acceptance of application 
published in the Federal Register.
    July 5, 2007: Notices of intent to participate in this 
proceeding due.
    July 30, 2007: All comments, protests, requests for conditions, 
and any other evidence and argument in opposition to the 
application, including filings of DOJ and DOT, due.
    August 14, 2007: Responses to comments, protests, requests for 
conditions, and other opposition due. Rebuttal in support of the 
application due.
    TBD: A public hearing or oral argument may be held.
    September 28, 2007: Date of service of final decision.
    October 29, 2007: Effective date of final decision.

[FR Doc. E7-11759 Filed 6-20-07; 8:45 am]
BILLING CODE 4915-01-P