[Federal Register Volume 78, Number 56 (Friday, March 22, 2013)]
[Notices]
[Pages 17763-17764]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2013-06561]
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DEPARTMENT OF TRANSPORTATION
Surface Transportation Board
[Docket No. FD 35723]
Housatonic Railroad Company, Inc., Maybrook Railroad Company, and
Housatonic Transportation Company--Intra-Corporate Family Transaction
Exemption
Housatonic Railroad Company, Inc. (HRRC), Maybrook Railroad Company
(MRC), and Housatonic Transportation Company (HTC) (collectively,
applicants) 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 a reincorporation in a different State.
[[Page 17764]]
Specifically, HRRC will transfer to MRC (but will continue to operate)
a segment of railroad line, and HTC, a Delaware corporation, will
reincorporate as a Connecticut corporation while remaining in control
of HRRC and Coltsville Terminal Company (CTC).
HTC, a noncarrier holding company, is the parent company of wholly
owned subsidiaries HRRC, CTC, and a noncarrier subsidiary engaged in
warehousing, reloading, and transloading operations. HRRC, a Class III
rail carrier, operates rail lines in Connecticut and Massachusetts,
including the Berkshire Line, which consists of three contiguous
segments owned by MRC, the Connecticut Department of Transportation
(CDOT), and HRRC, respectively.\1\ Applicants state that MRC is a
``non-operating'' rail carrier that owns rail lines in Connecticut.
Applicants indicate that MRC, HTC, CTC, and HRRC are under common
ownership and common control and are members of the Housatonic
corporate family.
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\1\ The Berkshire Line is an approximately 86.3-mile line
located between Berkshire Junction in Danbury, Conn., and
Pittsfield, Mass. Currently, MRC owns the 13.65-mile segment between
Berkshire Junction and a point in New Milford, Conn., called
Boardman's Bridge; CDOT owns a 36.35-mile segment between Boardman's
Bridge and the Massachusetts state line at North Canaan, Conn./
Sheffield, Mass.; and HRRC owns the 36.3-mile portion between
Sheffield and Pittsfield, Mass.
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According to applicants, HTC seeks to become a Connecticut
corporation in lieu of continuing as a Delaware corporation. After its
reincorporation in Connecticut, HTC will remain in control of HRRC and
CTC.
Applicants also seek to transfer to MRC ownership of the portion of
the Berkshire Line now owned by HRRC. Applicants state that HRRC would
continue to operate the line through retained perpetual and exclusive
common carrier freight operating rights pursuant to an operating
agreement between HRRC and MRC.
Applicants anticipate consummating the proposed transaction on or
after April 6, 2013, the effective date of the exemption (30 days after
the exemption was filed).
Applicants state that the purpose of the intra-corporate
transaction is to streamline administration and enhance the financial
condition of HTC and HRRC by consolidating ownership of the privately
owned portion of the Berkshire Line, by relieving HRRC of the burden of
the payment of a mortgage obligation secured by the property to be
transferred, and by reducing administration expenses. Applicants state
that HTC has no property, assets, or activities in Delaware and
currently is qualified as a foreign corporation in Connecticut, thus
creating unnecessary corporate administration, expenses, and taxes.
The line transfer is a transaction within a corporate family
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. The reincorporation of HTC 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 applicants state
that all of the carriers involved are Class III rail carriers.
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 March 29, 2013 (at least
seven days before the exemption becomes effective).
An original and 10 copies of all pleadings, referring to Docket No.
FD 35723, 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 counsel for applicants, Edward J. Rodriguez,
8 Davis Road West, P.O. Box 687, Old Lyme, CT 06371.
Board decisions and notices are available on our Web site at
``www.stb.dot.gov.''
Decided: March 15, 2013.
By the Board, Rachel D. Campbell, Director, Office of
Proceedings.
Derrick A. Gardner,
Clearance Clerk.
[FR Doc. 2013-06561 Filed 3-21-13; 8:45 am]
BILLING CODE 4915-01-P