[Federal Register Volume 76, Number 241 (Thursday, December 15, 2011)]
[Notices]
[Pages 78080-78081]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2011-32161]


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DEPARTMENT OF TRANSPORTATION

Surface Transportation Board

[Docket No. FD 35573]


Watco Holdings, Inc. and Watco Transportation Services, L.L.C.--
Acquisition of Control Exemption--Wisconsin & Southern Railroad, L.L.C.

    Watco Holdings, Inc. (Watco Holdings) and Watco Transportation 
Services, L.L.C. (Watco Services) (collectively, Watco), both 
noncarriers, have filed a verified notice of exemption for Watco 
Holdings to acquire indirect control, and for Watco Services to acquire 
direct control, of the Wisconsin & Southern Railroad, L.L.C., a Class 
II railroad. Watco intends to consummate the transaction on or shortly 
after December 29, 2011, the effective date of the exemption (30 days 
after the verified notice was filed).
    Watco Holdings, a Kansas corporation, controls Watco Services. 
Watco Holdings indirectly controls 23 Class III railroads operating in 
18 states. For a complete list of these Class III carriers and the 
states within which they operate, see Watco's notice of exemption filed 
on November 29, 2011. The notice is available on the Board's Web site 
at ``http://www.stb.dot.gov.''
    Prior to consummation of the transaction, Wisconsin & Southern 
Railroad Co., a Wisconsin corporation, will convert from a corporation 
to a Wisconsin limited liability company known as Wisconsin & Southern 
Railroad, L.L.C. (WSOR). As a result of the transaction, Watco Services 
will acquire, pursuant to a Purchase Agreement, 90 percent of all the 
issued and outstanding ownership and membership interests of WSOR, and 
Watco Holdings thus will indirectly control WSOR.\1\ WSOR will remain a 
Class II carrier.
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    \1\ A redacted version of the draft Purchase Agreement was filed 
with the notice of exemption. The applicant concurrently filed a 
motion for protective order pursuant to 49 CFR 1104.14(b) to allow 
the filing under seal of the unredacted Purchase Agreement. That 
motion will be addressed in a separate decision.
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    Applicants represent that: (1) The rail lines operated by WSOR do 
not connect with any of the rail lines operated by the carriers in the 
Watco corporate family; \2\ (2) the transaction is not part of a series 
of anticipated transactions that would connect the rail lines operated 
by WSOR with any railroad in the Watco corporate family; and (3) the 
transaction does not involve a Class I rail carrier. Therefore, the 
transaction is exempt from the prior approval requirements of 49 U.S.C. 
11323. See 49 CFR 1180.2(d)(2). Watco states that the purpose of the 
transaction is to permit Watco Holdings to acquire control of WSOR as 
an investment in order to reduce overhead expenses and coordinate 
billing, maintenance, mechanical and personnel policies and practices 
of its rail carrier subsidiaries and thereby improve the overall 
efficiency of rail service provided by the railroads in the Watco 
corporate family.
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    \2\ According to the notice, the rail lines operated by WSOR are 
located in Wisconsin and Illinois, and none of the Watco railroads 
own or operate a rail line in Wisconsin or Illinois.
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    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 the control of one Class II and one or more Class III rail 
carriers, the transaction is subject to the labor protection 
requirements of 49 U.S.C. 11326(b) and Wisconsin Central Ltd.--
Acquisition Exemption--Lines of Union Pacific Railroad, 2 S.T.B. 218 
(1997).
    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)

[[Page 78081]]

may be filed at any time. The filing of a petition to revoke will not 
automatically stay the effectiveness of the exemption. Stay petitions 
must be filed no later than December 22, 2011 (at least 7 days before 
the exemption becomes effective).
    An original and 10 copies of all pleadings, referring to Docket No. 
FD 35573, must be filed with the Surface Transportation Board, 395 E 
Street SW., Washington, DC 20423-0001. In addition, a copy of each 
pleading must be served on Karl Morell, Ball Janik LLP, 655 Fifteenth 
Street NW., Suite 225, Washington, DC 20005.
    Board decisions and notices are available on our Web site at 
``http://www.stb.dot.gov.''

    Decided: December 12, 2011.

    By the Board, Rachel D. Campbell, Director, Office of 
Proceedings.
Raina S. White,
Clearance Clerk.
[FR Doc. 2011-32161 Filed 12-14-11; 8:45 am]
BILLING CODE 4915-01-P