[Federal Register Volume 78, Number 8 (Friday, January 11, 2013)]
[Notices]
[Pages 2481-2482]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2013-00442]


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DEPARTMENT OF TRANSPORTATION

Surface Transportation Board

[Docket No. FD 35699]


Watco Holdings, Inc., Watco Railroad Company Holdings, Inc., & 
Watco Acquisition Sub, Inc.--Acquisition of Control Exemption--Ann 
Arbor Railroad, Inc.

    Watco Holdings, Inc. (Watco Holdings), Watco Railroad Company 
Holdings, Inc. (Watco Railroad), and Watco Acquisition Sub, Inc. 
(Merger Sub), all noncarriers, have filed a verified notice of 
exemption under 49 CFR 1180.2(d)(2) for Watco Holdings to indirectly 
control, and for Watco Railroad to directly control, Ann Arbor 
Railroad, Inc. (AA), a Class III railroad, and for Merger Sub to merge 
with AA, with Merger Sub as the surviving entity.\1\ Watco Holdings 
intends to place the stock of Merger Sub in an irrevocable voting trust 
prior to the consummation of this transaction.
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    \1\ Applicants filed a redacted version of the merger agreement 
with the notice of exemption. Applicants simultaneously filed an 
unredacted version under seal with a motion for protective order. 
The motion will be addressed in a separate decision.
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    Watco Holdings states that it currently controls, indirectly, 27 
Class III railroads and one Class II railroad. For a complete list of 
these rail carriers, and

[[Page 2482]]

the states in which they operate, see the notice of exemption filed on 
December 27, 2012, in this proceeding. Watco Holdings also states that 
it controls Watco Railroad, which directly controls Merger Sub.
    The transaction may be consummated on or after January 26, 2013 (30 
days after the notice of exemption was filed).
    Applicants represent that: (1) The lines to be acquired by Merger 
Sub do not connect with any railroads in the corporate family; (2) the 
transaction is not a part of a series of anticipated transactions that 
would connect the lines with other railroads in the 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).
    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 rail carrier 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) 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 January 18, 2013 
(at least seven days before the exemption becomes effective).
    An original and 10 copies of all pleadings, referring to Docket No. 
FD 35699, 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 Karl Morell, Ball Janik, LLP, 655 15th 
Street NW., Suite 225, Washington, DC 20005.
    Board decisions and notices are available on our Web site at 
``www.stb.dot.gov.''

    Decided: January 7, 2013.

    By the Board, Rachel D. Campbell, Director, Office of 
Proceedings.
Jeffrey Herzig,
Clearance Clerk.
[FR Doc. 2013-00442 Filed 1-10-13; 8:45 am]
BILLING CODE 4915-01-P