[Federal Register Volume 77, Number 111 (Friday, June 8, 2012)]
[Notices]
[Pages 34125-34126]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2012-13941]


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DEPARTMENT OF TRANSPORTATION

Surface Transportation Board

[Docket No. FD 35630]


Wisconsin Central Ltd.--Intra-Corporate Family Merger Exemption--
Elgin, Joliet and Eastern Railway Company

    Wisconsin Central Ltd. (WCL), Wisconsin Central Transportation 
Corporation (WCTC), and Elgin, Joliet and Eastern Railway Company 
(EJ&E) (collectively, applicants) have jointly filed a verified notice 
of exemption under 49 CFR 1180.2(d)(3) for an intra-corporate family 
transaction.
    WCL, a rail carrier, is a wholly owned subsidiary of WCTC, a 
noncarrier, which, in turn, is a direct subsidiary of Grand Trunk 
Corporation (GTC). GTC, a noncarrier holding company for the U.S. rail 
carrier subsidiaries of Canadian National Railway Company (CNR), is a 
direct subsidiary of CNR. In Canadian National Railway--Control--
Wisconsin Central Transportation, 5 S.T.B. 890 (2001) (CNR/WC), CNR and 
GTC acquired control of WCL and other related rail carriers.\1\ EJ&E, a 
rail carrier, is a direct subsidiary of GTC.\2\
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    \1\ At the time of the 2001 CNR/WC transaction, the WCTC family 
of rail carriers also included WCL, Fox Valley & Western Ltd. (FVW), 
Sault Ste. Marie Bridge Company (SSMB) and Wisconsin Chicago Link 
Ltd. (WCCL). FVW has since been dissolved into WCL. Wis. Cent. 
Transp.--Intracorporate Family Transaction Exemption, FD 34296 (STB 
served Jan. 22, 2003). Applicants state that SSMB and WCCL remain in 
existence as rail carriers and subsidiaries of WCTC.
    \2\ Canadian Nat'l Ry.--Control--EJ&E W. Co., FD 35087 (STB 
served Dec. 24, 2008).
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    Applicants state that the rail lines of WCL and EJ&E connect at 
Leithton, Ill., north of Chicago, Ill., and WCL has existing overhead 
trackage rights over

[[Page 34126]]

EJ&E's line to reach the Kirk Yard in Gary, Ind., a major 
classification and interchange facility, and other interchange 
locations on the line. Applicants state that the Kirk Yard serves a 
particularly important function for traffic moving to and from WCL, 
because WCL does not have substantial yard facilities on its own lines 
in Chicago.
    Applicants state that WCL will be merged into WCL's immediate 
parent, WCTC, with WCTC as the surviving entity. WCTC then immediately 
will be renamed Wisconsin Central Ltd. The newly renamed WCL (formerly 
WCTC) will continue to control SSMB and WCCL as WCTC has done. Pursuant 
to an agreement and plan of merger by applicants (consented to by GTC), 
EJ&E will then be merged with and into WCL, with WCL as the surviving 
corporation. According to applicants, the consolidated entity will 
continue all existing operations of WCL and EJ&E, but with a unified 
workforce, enhanced efficiencies, and crew management flexibility in 
the Chicago terminal.
    Applicants state that the merger of WCL into WCTC, and the 
concurrent name change of WCTC to WCL, are expected to occur on 
September 30, 2012. Applicants state that, subject to negotiation or 
(if necessary) arbitration of labor implementing agreements, the 
consummation of the proposed merger of EJ&E with and into WCL would 
occur on December 31, 2012. They indicate that, in no event, would the 
transaction occur sooner than June 22, 2012, the effective date of the 
exemption.
    The purpose of the intracorporate transaction is to simplify CNR's 
corporate structure by consolidating two separate, connecting railroads 
into a single entity, to reduce the administrative burden associated 
with tax matters, financial reporting, accounting, IT systems, and 
corporate filings that are required to support the separate existence 
of EJ&E, and to address crew management inefficiencies and train 
service efficiencies in and around the Chicago terminal area, where 
both carriers involved in the proposed merger currently operate.
    This is a transaction within a corporate family of the type 
specifically exempted from prior review and approval under 49 CFR 
1180.2(d)(3). The parties state that the transaction will not result in 
adverse changes in service levels, significant operational changes, or 
any change in the competitive balance with carriers outside the 
corporate family.
    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. As a condition to the use of 
this exemption, any employees adversely affected by this transaction 
will be protected by the conditions set forth in New York Dock 
Railway--Control--Brooklyn Eastern District Terminal, 360 I.C.C. 60 
(1979).
    If the 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 effectiveness of the exemption. 
Petitions for stay must be filed no later than June 15, 2012 (at least 
seven days before the exemption becomes effective).
    An original and 10 copies of all pleadings, referring to Docket No. 
FD 35630, must be filed with the Surface Transportation Board, 395 E 
Street SW., Washington, DC 20423-0001. In addition, one copy of each 
pleading must be served on Thomas J. Litwiler, Fletcher & Sippel LLC, 
29 North Wacker Drive, Suite 920, Chicago, IL 60606-2832.
    Board decisions and notices are available on our Web site at 
www.stb.dot.gov.

    Decided: June 5, 2012.

    By the Board.
Rachel D. Campbell,
Director, Office of Proceedings.
Derrick A. Gardner,
Clearance Clerk.
[FR Doc. 2012-13941 Filed 6-7-12; 8:45 am]
BILLING CODE 4915-01-P