This is the determination of the Railroad Retirement Board concerning the
continuing status of Algers, Winslow and Western Railway Company (Algers) as an
employer under the Railroad Retirement Act (45 U.S.C. § 231 et seq.) (RRA) and
the Railroad Unemployment Insurance Act (45 U.S.C. § 351 et seq.) (RUIA). Algers
(B.A. No. 2301), identified in the Board’s records as a subsidiary of Norfolk
Southern Corporation (B.A. No. 9408), has been an employer under the Acts, with
service creditable from September 7, 1927. Information about Algers was
furnished by Scott F. Wilkinson, Assistant General Tax Attorney for Norfolk
Southern Corporation. In a letter dated March 5, 2007, to the Board’s Audit and
Compliance Division, Mr. Wilkinson advised that at that time Algers was owned
50% by Norfolk Southern Railway Company (B.A. No. 1522) (NS) and 50% by American
Metals and Coal International, Inc. (AMCI). Mr. Wilkinson also advised that NS
had received an exemption from the Surface Transportation Board for NS to buy
AMCI’s ownership interest in Algers, with closing expected to occur March 23,
2007.
Subsequent to that letter, Mr. Wilkinson furnished a copy of an Agreement and
Plan of Merger made between NS and Algers. The Agreement dated April 4, 2007,
provided that Algers, an Indiana corporation, would merge into NS, a Virginia
corporation. The Agreement provided in pertinent part that the merger would be
effective the later of the date that articles of merger were filed with the
Secretary of State of Indiana or the date that the State Corporation Commission
of the State of Virginia issued a “document copy” of the articles of merger
pursuant to Virginia law. The merger became effective April 20, 2007, the date
on which a Certificate of Merger was issued by the State Corporation Commission
of the Commonwealth of Virginia.
Section 202.11 (20 CFR § 202.11) of the Board’s regulations provides that:
The employer status of any company or person shall terminate whenever such
company or person loses any of the characteristics essential to the existence of
an employer status.
The evidence of record establishes that Algers no longer possesses the
characteristics of a railroad carrier employer, since Algers no longer exists as
a corporation. The Board therefore finds that effective April 20, 2007, the date
that the merger of Algers into NS became effective, Algers ceased to be a
covered employer under the Railroad Retirement Act and the Railroad Unemployment
Insurance Act.
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Original signed by: |
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FOR THE BOARD
Beatrice Ezerski
Secretary to the Board |
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