[Federal Register Volume 77, Number 87 (Friday, May 4, 2012)]
[Notices]
[Pages 26603-26604]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2012-10820]


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DEPARTMENT OF TRANSPORTATION

Surface Transportation Board

[Docket No. FD 35616]


Central Midland Railway Company and Progressive Rail Inc.--Intra-
Corporate Family Transaction Exemption

    Central Midland Railway Company (CMR) and Progressive Rail Inc. 
(PGR), both Class III rail carriers, have jointly filed a verified 
notice of exemption under 49 CFR 1180.2(d)(3) and 1180.2(d)(6) for an 
intra-corporate family transaction and for reincorporation in a 
different State, pursuant to which PGR will remain in control of CMR 
after CMR reincorporates from an Indiana corporation to a Minnesota 
corporation.
    According to applicants, CMR leases and operates certain rail lines 
within the State of Missouri, but it is incorporated in the State of 
Indiana. Applicants state that CMR, which currently is in 
administrative dissolution, seeks to become a Minnesota corporation in 
lieu of continuing as an Indiana corporation, and that PGR wishes to 
remain in control of CMR after CMR's reincorporation in Minnesota. PGR, 
which operates certain rail lines within the States of Minnesota and 
Wisconsin, acquired control of CMR in 2007.\1\ PGR also controls 
Airlake Terminal Railway Company, LLC, a Class III rail carrier that 
operates within the State of Minnesota.\2\ In addition, PGR has 
obtained an exemption to continue in control of Montgomery Short Line 
LLC (MSL) upon MSL's becoming a Class III rail carrier. MSL is a wholly 
owned subsidiary of PGR.\3\
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    \1\ See Progressive Rail Inc.--Acquis. of Control Exemption--
Cent. Midland Ry., FD 35051 (STB served July 5, 2007).
    \2\ See Progressive Rail Inc.--Intra-Corporate Family 
Transaction Exemption--Airlake Terminal Ry., FD 35168 (STB served 
Nov. 28, 2008).
    \3\ See Progressive Rail Inc.--Continuance in Control 
Exemption--Montgomery Short Line LLC, FD 35092, (STB served Nov. 9, 
2007).
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    Applicants state that all the assets and liabilities of the Indiana 
corporation, known as Central Midland Railway Company, will be 
transferred to a Minnesota corporation of the same name. Once the 
transaction is completed, that corporation will be a wholly owned 
subsidiary of PGR.
    Applicants anticipate consummating the proposed transaction on or 
after May 18, 2012, the effective date of the exemption (30 days after 
the exemption was filed).
    The transaction will allow CMR to reincorporate in Minnesota, and 
allow PGR to remain in control of CMR. In addition, the transaction 
will facilitate CMR's return to good corporate standing and the 
efficient administration of these railroads, as the headquarters for 
both railroads is in Minnesota.
    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). Applicants 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. And the reincorporation of CMR is the type of 
transaction specifically exempted from prior review and approval under 
49 CFR 1180.2(d)(6).
    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 11324 and 11325 
that involve only Class III rail carriers. Accordingly, the Board may 
not impose labor protective conditions here, because all of the 
carriers involved are Class III rail carriers.

[[Page 26604]]

    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 May 11, 2012 (at least 7 
days before the exemption becomes effective).
    An original and 10 copies of all pleadings, referring to Docket No. 
FD 35616, 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 Michael J. Barron, Jr., Fletcher & Sippel 
LLC, 29 North Wacker Drive, Suite 920, Chicago, IL 60606.
    Board decisions and notices are available on our Web site at 
``WWW.STB.DOT.GOV.''

    By the Board, Rachel D. Campbell, Director, Office of 
Proceedings.
    Decided: April 30, 2012.
Jeffrey Herzig,
Clearance Clerk.
[FR Doc. 2012-10820 Filed 5-3-12; 8:45 am]
BILLING CODE 4915-01-P