[Federal Register: January 22, 2003 (Volume 68, Number 14)]
[Notices]
[Page 3093]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr22ja03-105]
[[Page 3093]]
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DEPARTMENT OF TRANSPORTATION
Surface Transportation Board
[STB Finance Docket No. 34306]
K. Earl Durden, Rail Management Corporation, and Rail Partners,
L.P.--Corporate Family Transaction Exemption
K. Earl Durden (Durden), Rail Management Corporation (RMC),\1\ and
Rail Partners, L.P. (Rail Partners) \2\ (collectively, applicants),
have filed a verified notice of exemption under 49 CFR 1180.2(d)(3) to
undertake a corporate reorganization to simplify their corporate
structure by: (1) merging Galveston Railway, Inc. (GRI), into RMC, and
(2) dissolving Emerald Coast Investments, L.L.C. (Emerald Coast) and
distributing its assets among its various members.
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\1\ RMC is a noncarrier holding company which is controlled by
Durden. RMC's former corporate name was Rail Management and
Consulting Corporation.
\2\ Rail Partners is a noncarrier limited partnership. Durden,
through RMC and four other entities that he controls, also controls
Rail Partners. Additionally, Durden controls two trusts that, with
RMC, control Emerald Coast. Durden separately controls noncarrier
GRI. GRI, Emerald, and RMC in turn control Rail Partners.
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The transaction was expected to be consummated on or after December
30, 2002, the effective date of the exemption (7 days after the notice
was filed).
At the time this notice was filed, applicants controlled 14 Class
III rail carriers located in Alabama, Arizona, Arkansas, Florida,
Georgia, Kentucky, North Carolina, Tennessee, Texas, and Wisconsin.
They are: AN Railway, L.L.C.; Atlantic & Western Railway, L.P.; The Bay
Line Railroad, L.L.C. (Bay Line); Copper Basin Railway (Copper Basin);
East Tennessee Railway, L.P.; Galveston Railroad, L.P.; Georgia Central
Railway, L.P.; KWT Railway, Inc. (KWT); Little Rock & Western Railway,
L.P.; M&B Railroad, L.L.C.; Tomahawk Railway, L.P.; Valdosta Railway,
L.P.; Western Kentucky Railway, L.L.C. (Western Kentucky); and
Wilmington Terminal Railroad, L.P. These rail carriers are referred to
as the RMC Rail Group. Applicants state that, in most cases, RMC is the
general or managing partner of the railroad, holding a 1% interest,
while Rail Partners is a limited partner holding the remaining 99%
interest.\3\
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\3\ Four exceptions apply: KWT, in which GRI controls 100% of
the voting stock; Bay Line and Western Kentucky, in which Rail
Partners holds 97% of the voting stock and 3% is held by RMC,
Durden, and Durden-controlled entities; and Copper Basin, in which
Rail Partners holds 55% of the voting stock and Asarco, Inc., an
unaffiliated entity, holds the minority 45% interest.
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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
a change in the competitive balance with carriers outside applicants'
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. Section 11326(c), however, does
not provide for labor protection for transactions under sections 11324-
25 that involve only Class III rail carriers. Because this transaction
involves Class III rail carriers only, the Board, under the statute,
may not impose labor protective conditions for this transaction.
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 stay the transaction.
An original and 10 copies of all pleadings, referring to STB
Finance Docket No. 34306, must be filed with the Surface Transportation
Board, 1925 K Street, NW., Washington, DC 20423-0001. In addition, a
copy of each pleading must be served on: Donald G. Avery, 1224 17th
Street, NW., Washington, DC 20036.
Board decisions and notices are available on our Web site at
www.stb.dot.gov.
Decided: January 15, 2003.
By the Board, David M. Konschnik, Director, Office of
Proceedings.
Vernon A. Williams,
Secretary.
[FR Doc. 03-1336 Filed 1-21-03; 8:45 am]
BILLING CODE 4915-00-P