DOT REPORT #40 - July, 1997 ================================================================= A compilation of rail notices published by the US Department of Transportation between July 16 - 31, 1997. Includes abandonment, operation and control notices, FRA orders and related petitions. Condensed from original. ================================================================= CONTENTS: Southern Electric Railroad Company--Construction and Operation Exemption--West Jefferson, AL Pickens Railway Company--Acquisition and Operation Exemption-- Norfolk Southern Railway Company Roaring Fork Railroad Holding Authority; Acquisition and Operation Exemption; Southern Pacific Transportation Company Portland & Western Railroad, Inc.--Acquisition and Operation Exemption--The Burlington Northern and Santa Fe Railway Company CSX Corporation and CSX Transportation, Inc., Norfolk Southern Corporation and Norfolk Southern Railway Company--Control and Operating Leases/Agreements-- Conrail Inc. and Consolidated Rail Corporation CSX Transportation, Inc.--Construction and Operation Exemption-- Connection Tracks at Greenwich, OH CSX Transportation, Inc.; Construction and Operation Exemption; Connection Track at Willow Creek, IN CSX Transportation, Inc.--Construction and Operation Exemption-- Connection Track at Sidney Junction, OH Luxapalila Valley Railroad, Inc.--Trackage Rights Exemption-- Columbus and Greenville Railway Company Norfolk and Western Railway Company--Construction and Operation Exemption--Connecting Track with Union Pacific Railroad Company at Sidney, IL Norfolk and Western Railway Company--Construction and Operation Exemption--Connecting Track with Consolidated Rail Corporation at Bucyrus, OH Norfolk and Western Railway Company--Construction and Operation Exemption--Connecting Track with Consolidated Rail Corporation at Alexandria, IN Indiana Hi-Rail Corporation, Debtor--Abandonment--In Putman and Van Wert Counties, Oh, and Adams County, IN Burlington Northern Railroad Company--Abandonment Exemption--in Grays Harbor County, WA Paducah & Louisville Railway, Inc.; Abandonment Exemption; in White Plains and St. Charles, KY The Burlington Northern and Santa Fe Railway Company; Trackage Rights Exemption; Union Pacific Railroad Company Railroad Operation, Acquisition, Construction, Etc.: Union Pacific Corp, et al. ----------------------------------------------------------------------- DEPARTMENT OF TRANSPORTATION Surface Transportation Board [STB Finance Docket No. 33387] Southern Electric Railroad Company--Construction and Operation Exemption--West Jefferson, AL ACTION: Notice of exemption. SUMMARY: Under 49 U.S.C. 10502, the Board conditionally exempts from the requirements of 49 U.S.C. 10901 the construction and operation of 4.5 miles of railroad beginning near milepost 821, on the Norfolk Southern (NS) main line, located near the intersection of U.S. Highway 78 and Jefferson County Road No. 45 near West Jefferson, Jefferson County, AL and connecting with the industry track facilities of the James H. Miller, Jr. Steam Electric Generating Plant located near the south bank of the Locust Fork of the Black Warrior River, approximately 20 miles northwest of Birmingham, AL. The grant is subject to our further consideration of the anticipated environmental impacts of the proposal. DATES: The exemption will be effective, if appropriate, following completion of the environmental review process and issuance of a further decision addressing the environmental impacts. Decided: July 1, 1997. ----------------------------------------------------------------------- DEPARTMENT OF TRANSPORTATION Surface Transportation Board [STB Finance Docket No. 33423] Pickens Railway Company--Acquisition and Operation Exemption-- Norfolk Southern Railway Company Pickens Railway Company, a Class III rail common carrier, has filed a notice of exemption under 49 CFR 1150.41 to acquire and operate 18.47 miles of rail line in Anderson County, SC, from Norfolk Southern Railway Company from milepost V-109.5, near Honea Path, to milepost V- 117.77, near Belton, and from milepost Z-0.0, near Belton, to milepost Z-10.2, near Anderson. The transaction was expected to be consummated on or after July 8, 1997. Decided: July 10, 1997. ----------------------------------------------------------------------- DEPARTMENT OF TRANSPORTATION Surface Transportation Board [STB Finance Docket No. 33390] Roaring Fork Railroad Holding Authority; Acquisition and Operation Exemption; Southern Pacific Transportation Company The Roaring Fork Railroad Holding Authority (RFRHA), a noncarrier, has filed a verified notice of exemption under 49 CFR 1150.31 to acquire and operate Southern Pacific Transportation Company's (SP) line, known as the Aspen Branch, between milepost 360.22 near Glenwood Springs and milepost 393.66 near Woody Creek, in Garfield, Eagle and Pitkin Counties, CO, a distance of approximately 33.44 miles. The transaction was to be consummated on or after June 30, 1997, the effective date of the exemption. On June 27, 1997, a petition to stay the notice of exemption filed by the Phillips Company (Phillips) was denied by the Board. Phillips' subsequent petition for an emergency stay filed with the United States Court of Appeals for the 10th Circuit was denied by the Court. Phillips' petition for review of the notice of exemption remains pending before that court. Decided: July 10, 1997. ----------------------------------------------------------------------- DEPARTMENT OF TRANSPORTATION Surface Transportation Board [STB Finance Docket No. 33424] Portland & Western Railroad, Inc.--Acquisition and Operation Exemption--The Burlington Northern and Santa Fe Railway Company Portland & Western Railroad, Inc. (PNWR), a Class III rail carrier, has filed a verified notice of exemption under 49 CFR 1150.41 to acquire and operate The Burlington Northern and Santa Fe Railway Company's (BNSF) line, known as the Astoria Branch, between milepost 5.22 near Willbridge and milepost 96.88 near Tongue Point, in Clatsop, Columbia, and Washington Counties, OR, a distance of approximately 91.66 miles. BNSF is also granting incidental trackage rights to PNWR over the line between milepost 5.22 near Willbridge and milepost 3.30 near Willbridge Yard, a distance of approximately 1.92 miles. In its verified notice, PNWR stated that it expected to begin operations pursuant to the exemption on or about July 12, 1997. PNWR has subsequently reported that the sale was consummated on July 11, 1997. On July 10, 1997, John D. Fitzgerald, on behalf of the United Transportation Union--General Committee of Adjustment (UTU- GCA), filed a petition to reject, to revoke, and to stay the notice of exemption. The notice of exemption is in compliance with our regulations and will not be rejected. The notice of exemption was filed on July 3, 1997, and became effective on July 10, 1997, the same day UTU-GCA's petition was filed. Therefore, as the stay request was filed after the exemption had taken effect, it will not be considered. The Board will consider the petition to revoke in a subsequent decision. Decided: July 15, 1997. ----------------------------------------------------------------------- DEPARTMENT OF TRANSPORTATION Surface Transportation Board [STB Finance Docket No. 33388] CSX Corporation and CSX Transportation, Inc., Norfolk Southern Corporation and Norfolk Southern Railway Company--Control and Operating Leases/Agreements-- Conrail Inc. and Consolidated Rail Corporation ACTION: Decision No. 12; Notice of Acceptance of Primary Application and Related Filings; Notice of Related Abandonments Proposed By Applicants. This decision covers: (i) the primary application, which was filed in the STB Finance Docket No. 33388 lead docket; and (ii) the 39 related filings (1 application, 16 petitions, and 22 notices), which were filed in the 40 embraced dockets listed in Appendix A (one related filing, respecting the proposed abandonment in Edgar and Vermilion Counties, IL, was filed in two dockets). SUMMARY: The Board is accepting for consideration the primary application and related filings filed June 23, 1997, by CSX Corporation (CSXC), CSX Transportation, Inc. (CSXT), Norfolk Southern Corporation (NSC), Norfolk Southern Railway Company (NSR), Conrail Inc. (CRR), and Consolidated Rail Corporation (CRC). CSXC and CSXT, and their wholly owned subsidiaries, are referred to collectively as CSX. NSC and NSR, and their wholly owned subsidiaries, are referred to collectively as NS. CRR and CRC, and their wholly owned subsidiaries, are referred to collectively as Conrail. CSX, NS, and Conrail are referred to collectively as applicants.The primary application seeks Board approval and authorization under 49 U.S.C. 11321-25 for: (1) the acquisition by CSX and NS of control of Conrail; and (2) the division of the assets of Conrail by and between CSX and NS. The related filings, which include (among other things) two abandonment petitions and three abandonment notices, seek related relief contingent upon approval of the primary application. DATES: The effective date of this decision is July 23, 1997. SUPPLEMENTARY INFORMATION: The transaction for which approval is sought in the primary application involves: the purchase by CSX and NS, by and through their subsidiaries, of all of the stock of CRR; the operation or use of some of Conrail's lines and assets by CSX and NS separately; and the operation or use of the remainder of Conrail's lines and assets by CSX and NS jointly. The Applicants CSX operates approximately 18,504 route miles and 31,961 track miles of railroad in 20 states east of the Mississippi River and in Ontario, Canada. Of that total, approximately 1,607 miles are operated under trackage rights while the remaining mileage is either owned by CSX or operated by CSX under contract or lease. CSX has principal routes to, and serves, virtually every major metropolitan area east of the Mississippi River, from Chicago, IL, St. Louis, MO, Memphis, TN, and New Orleans, LA, on the West to Miami, FL, Jacksonville, FL, Charleston, SC, Norfolk, VA, Washington, D.C., and Philadelphia, PA, on the East. Other major metropolitan areas served by CSX include Atlanta, GA, Nashville, TN, Cincinnati, OH, Detroit, MI, Pittsburgh, PA, Baltimore, MD, Charlotte, NC, Birmingham, AL, and Louisville, KY. CSX interchanges traffic with other railroads at virtually all of the aforementioned locations and at numerous other points on its railroad system. NS operates approximately 14,282 route miles and 25,236 track miles of railroad in 20 states, primarily in the South and the Midwest, and in Ontario, Canada. Of that total, approximately 1,520 miles are operated under trackage rights while the remaining mileage is either owned by NS or operated by NS under contract or lease. NS has routes to, and serves, virtually every major market in an area that stretches from Kansas City, MO, in the Midwest to Norfolk, VA, in the East, to Chicago, IL, and Buffalo, NY, in the North, and to New Orleans, LA, and Jacksonville, FL, in the South. These markets include Memphis, Chattanooga and Knoxville, TN; St. Louis, MO; Fort Wayne, IN; Detroit, MI; Toledo, Cincinnati, Columbus, and Cleveland, OH; Louisville and Lexington, KY; Bluefield, WV; Alexandria, Roanoke, Lynchburg, and Richmond, VA; Winston-Salem, Raleigh, Durham, Charlotte, and Morehead City, NC; Greenville, Spartanburg, Columbia, and Charleston, SC; Atlanta, Macon, Valdosta, and Savannah, GA; Bessemer, Birmingham, Montgomery, and Mobile, AL; Des Moines, IA; and Peoria, Springfield, and Decatur, IL. NS interchanges traffic with other railroads at virtually all of the locations mentioned above and at numerous other locations on its railroad system. Conrail operates approximately 10,500 miles of railroad in the Northeast and Midwest, and its primary network forms an ``X'' connecting Chicago (via the Chicago Line) and East St. Louis (via the St. Louis and Indianapolis Lines) in the West, with Boston, MA, New York, NY, and Northern New Jersey (via the Chicago Line and other main lines), and with Pittsburgh, Harrisburg, PA, Philadelphia, Baltimore, and Washington, DC (via the Pittsburgh Line and other main lines) in the East. The ``hub'' of the ``X'' is located in, and about, Cleveland, OH. Conrail's Chicago Line extends between Chicago and the Albany, NY, area and connects there (through the Selkirk Branch) with the River Line (serving North Jersey via the west shore of the Hudson River), the Hudson Line (through which Conrail reaches New York City and Long Island), and the Boston Line (which extends to Boston and via which Conrail serves New England). Other important routes contiguous to the Chicago Line include the Detroit Line (between Detroit and a connection with the Chicago Line at Toledo), the Michigan Line (the portion between Detroit and Kalamazoo), and the Kalamazoo Secondary and Branch (between Kalamazoo, MI, and Elkhart, IN, on the Chicago Line), the Montreal Secondary (between Syracuse, NY, and Adirondack Junction, Quebec), and the Southern Tier (between Buffalo, NY, and Croxton, NJ). Conrail's St. Louis Line extends between East St. Louis, IL, and Indianapolis, IN, connecting there with the Indianapolis Line which, in turn, extends between Indianapolis and the Cleveland area (connection with the Chicago Line). Conrail's Cincinnati Line (between Cincinnati and Columbus, OH) and its Columbus Line (between Columbus and Galion, OH, on the Indianapolis Line) and the Scottslawn Secondary Track (between Columbus and Ridgeway, OH, on the Indianapolis Line) all accommodate traffic flows between other parts of the Conrail system and Cincinnati, Columbus and/or Conrail points served via the West Virginia Secondary Track between Columbus and the Kanawha Valley of West Virginia. Conrail's principal interchange points are in Chicago, East St. Louis and Salem, IL, via Union Pacific Railroad Company (UPRR) trackage rights between Salem and St. Elmo on the St. Louis Line; Streator, IL; Cincinnati; Hagerstown, MD; and Washington, D.C. Other important interchange points include Effingham, IL; Fort Wayne, IN; Toledo and Columbus, OH; Buffalo and Niagara Falls, NY; Montreal, Quebec; Rotterdam Junction, NY; and Worcester (including Barbers), MA. The Proposed Transaction The transaction for which approval is sought in the primary application involves the joint acquisition of control by CSX and NS of CRR and its subsidiaries (the Control Transaction), and the division between CSX and NS of the operation and use of Conrail's assets (the Division). The Control Transaction and the Division are governed principally by an agreement (the Transaction Agreement) dated as of June 10, 1997, between CSXC, CSXT, NSC, NSR, CRR, CRC, and CRR Holdings LLC (CRR Holdings, a recently created limited liability company jointly owned by CSXC and NSC). The Control Transaction and the Division are also governed by a letter agreement (the CSX/NS Letter Agreement) dated as of April 8, 1997, between CSXC and NSC, but only to the extent such CSX/NS Letter Agreement has not been superseded either by the Transaction Agreement or by the agreement (the CRR Holdings Agreement) that governs CRR Holdings. Acquisition of Control of Conrail CSX and NS have already acquired 100% of the common stock of CRR in a series of transactions that included a CSX tender offer that was consummated on November 20, 1996, a NS tender offer that was consummated on February 4, 1997, a joint CSX/NS tender offer that was consummated on May 23, 1997, and a merger that was consummated on June 2, 1997. In the aftermath of this series of transactions: CRC remains a direct wholly owned subsidiary of CRR; CRR has become a direct wholly owned subsidiary of Green Acquisition Corp. (Tender Sub); Tender Sub is now a direct wholly owned subsidiary of CRR Holdings; and CRR Holdings is jointly owned by CSXC and NSC (CSXC holds a direct 50% voting interest and a 42% equity interest in CRR Holdings; NSC holds a direct 50% voting interest and a 58% equity interest in CRR Holdings). The merger that was consummated on June 2, 1997 (the Merger), involved the merger of Green Merger Corp. (Merger Sub, a direct wholly owned subsidiary of Tender Sub) into CRR, with CRR being the surviving corporation; and, in connection with the Merger: (i) Each remaining outstanding share of CRR common stock not held by CSX, NS, or their affiliates was converted into the right to receive $115 in cash, without interest; and (ii) the shares of Merger Sub, all of which were then owned by Tender Sub, were converted into 100 newly issued shares of CRR, all of which were placed into a voting trust (the CSX/NS Voting Trust) to prevent CSXC and NSC, and their respective affiliates, from exercising control of CRC and its carrier subsidiaries pending review by the Board of the primary application. At the present time, the affairs of CRR and CRC are under the control of their independent boards of directors. The Transaction Agreement provides that, following the effective date of the Board's approval of the primary application (the Control Date), CRR and CRC will each be managed by a board of directors consisting of six directors divided into two classes, each class having three directors. On each board, CSXC will have the right to designate three directors and NSC will likewise have the right to designate three directors; and actions that require the approval of either board will require approval both by a majority of the directors on that board designated by CSX and by a majority of the directors on that board designated by NS. Division of Conrail The Transaction Agreement provides that, if the primary application is approved, the division of the operation and use of Conrail's assets will be effected on the Closing Date, which is defined as the third business day following the date on which certain conditions precedent (including the effectiveness of a final Board order and, where necessary, sufficient labor implementing agreements) shall have been satisfied or waived, or such other date as may be agreed upon. It is anticipated that, during the period beginning on the Control Date and ending on the Closing Date, CSX and NS will exercise joint control of Conrail as a separately functioning rail system. Formation of NYC and PRR To effect the Division, CRC will form two wholly owned subsidiaries (referred to collectively as the Subsidiaries): New York Central Lines LLC (NYC) and Pennsylvania Lines LLC (PRR). CSXC will have exclusive authority to appoint the officers and directors of NYC; NSC will likewise have exclusive authority to appoint the officers and directors of PRR; and CRC, as the sole member of the Subsidiaries, will (with certain exceptions) follow CSXC's and NSC's directions with respect to the management and operation of NYC and PRR, respectively. Allocation of Conrail Assets and Liabilities On the date of the Division, CRC will assign to NYC and PRR certain of CRC's assets. NYC will be assigned those CRC assets designated to be operated as part of CSX's rail system (the NYC-Allocated Assets), and PRR will be assigned those CRC assets designated to be operated as part of NS's rail system (the PRR-Allocated Assets). These assets will include, among other things, certain lines and facilities currently operated by CRC, whether owned by CRC or operated by CRC under trackage rights. Certain additional assets (referred to as the Retained Assets) will continue to be held by CRR and CRC (or their subsidiaries other than NYC and PRR) and will be operated by them for the benefit of CSX and NS. In addition, on the date of the Division: the former Conrail line now owned by NS that runs from Fort Wayne, IN, to Chicago, IL (the Fort Wayne Line), will be transferred to CRC in a like-kind exchange for CRC's Chicago South/Illinois Lines (the Streator Line); and CRC will assign the Fort Wayne line to NYC, to be operated together with the other Conrail lines to be assigned to NYC and used by CSX as part of CSX's rail system. Assets Allocated to NYC. The NYC-Allocated Assets will include the following primary routes currently operated by Conrail (routes over which Conrail operates pursuant to trackage rights are designated ``TR''): (1) NY/NJ Area to Cleveland (New York Central Railroad route), including: (a) Line segments from North NJ Terminal to Albany (Selkirk), (b) Albany to Poughkeepsie, NY, (c) Poughkeepsie to New York City (TR), (d) New York City to White Plains (TR), (e) Albany to Cleveland via Syracuse, Buffalo and Ashtabula, OH, (f) Boston to Albany, (g) Syracuse to Adirondack Jct., PQ, (h) Adirondack Jct. to Montreal (TR), (i) Woodard, NY, to Oswego, NY, (j) Syracuse to Hawk, NY, (k) Hawk to Port of Oswego (TR), (l) Buffalo Terminal to Niagara Falls/Lockport, (m) Lockport to West Somerset (TR), (n) Syracuse to NYSW/FL connections, NY, (o) Albany/Boston Line to Massachusetts branch lines, (p) Albany/Boston Line to Massachusetts branch lines (TR), (q) New York City to Connecticut branch lines (TR), (r) Connecticut branch lines (TR), (s) Connecticut Branch lines, (t) Churchville, NY, to Wayneport, NY, (u) Mortimer, NY, to Avon, NY, and (v) Rochester Branch, NY; (2) Crestline, OH, to Chicago (Pennsylvania Railroad route), including: (a) Crestline to Dunkirk, OH, (b) Dunkirk to Ft. Wayne, IN, (c) Ft. Wayne to Warsaw, IN, (d) Warsaw to Chicago Terminal (Clarke Jct.), IN, and (e) Adams, IN, to Decatur, IN; (3) Berea to E. St. Louis, including: (a) Cleveland Terminal to Crestline, (b) Crestline to E. St. Louis via Galion, OH, Ridgeway, OH, Indianapolis, IN, Terre Haute, IN, Effingham, IL, and St. Elmo, IL, (c) Anderson, IN, to Emporia, IN, (d) Columbus to Galion, (e) Terre Haute to Danville, IL, (f) Danville to Olin, IN, (g) Indianapolis to Rock Island, IN, (h) Indianapolis to Crawfordsville, (i) Indianapolis to Shelbyville, IN, (j) HN Cabin, IL, to Valley Jct., IL, (k) St. Elmo to Salem, IL (TR), (l) Muncie (Walnut Street), IN, to New Castle RT, IN (TR), and (m) New Castle RT, IN; (4) Columbus to Toledo, including: (a) Columbus to Toledo via Ridgeway, (b) Toledo Terminal to Woodville, and (c) Toledo Terminal to Stonyridge, OH; (5) Bowie to Woodzell, MD, including: (a) Bowie to Morgantown, and (b) Brandywine to Chalk Point; (6) NY/NJ to Philadelphia (West Trenton Line), including: Philadelphia to North NJ Terminal; (7) Washington, D.C., to Landover, MD; (8) Quakertown Branch, line segment from Philadelphia Terminal to Quakertown, PA (TR), and (9) Chicago Area, line segment from Porter, IN, to the westernmost point of Conrail ownership in Indiana. Along with these lines, CSXT will operate certain yards and shops, as well as the Conrail Philadelphia Headquarters and Philadelphia area information technology facilities. Assets Allocated to PRR. The PRR-Allocated Assets will include the following primary routes currently operated by Conrail (routes over which Conrail operates pursuant to trackage rights are designated ``TR''): (1) NJ Terminal to Crestline (Pennsylvania Railroad route), including: (a) North NJ Terminal to Allentown, PA, via Somerville, NJ, (b) Little Falls, NJ, to Dover, NJ (TR), (c) Orange, NJ, to Denville, NJ (TR), (d) Dover to Rockport (TR), (e) Rockport to E. Stroudsburg via Phillipsburg, NJ, (f) Allentown Terminal, (g) Orange to NJ Terminal (TR), (h) NJ Terminal to Little Falls (TR), (i) Bound Brook to Ludlow, NJ (TR), (j) Allentown, PA, to Harrisburg via Reading, (k) Harrisburg Terminal, (l) Harrisburg to Pittsburgh, (m) Conemaugh Line via Saltsburg, PA, (n) Pittsburgh to W. Brownsville, PA, (o) Central City, PA, to South Fork, PA, (p) Pittsburgh Terminal, (q) Monongahela, PA, to Marianna, PA, (r) Pittsburgh to Alliance, OH, via Salem, (s) Beaver Falls, PA, to Wampum, PA, (t) Alliance to Cleveland Terminal, (u) Mantua, OH, to Cleveland Terminal, (v) Alliance to Crestline, (w) Alliance to Omal, OH, (x) Rochester, PA, to Yellow Creek, OH, (y) E. Steubenville, WV, to Weirton, WV, (z) Steubenville Branches Bridge, OH, (aa) Pittsburgh Branches, (bb) Ashtabula to Youngstown, OH, (cc) Ashtabula Harbor to Ashtabula, (dd) Niles, OH, to Latimer, OH, (ee) Alliance, OH, to Youngstown, (ff) Youngstown to Rochester, (gg) Allentown to Hazelton, PA, (hh) CP Harris, PA, to Cloe, PA (TR), (ii) Cloe to Shelocta, PA, (jj) Tyrone, PA, to Lock Haven, PA (TR), (kk) Creekside, PA, to Homer City, PA, (ll) Monongahela Railroad, (mm) portion of Kinsman Connection in Cleveland, (nn) portion of 44 Ind. Track including: Dock 20 Lead, and (oo) Gem Ind. Track-Lordstown, OH; (2) Cleveland to Chicago (New York Central Railroad route), including: (a) Cleveland Terminal to Toledo Terminal, (b) Elyria, OH, to Lorain, OH, (c) Toledo Terminal to Sylvania, OH, (d) Toledo Terminal to Goshen, IN, (e) Elkhart, IN, to Goshen, and (f) Elkhart to Porter, IN; (3) Philadelphia to Washington (Amtrak's Northeast Corridor, referred to as NEC), including: (a) Philadelphia Terminal to Perryville, MD (TR), (b) Wilmington Terminal, DE, (c) Perryville to Baltimore (TR), (d) Baltimore Terminal, (e) Baltimore Bay View to Landover, MD (TR), (f) Baltimore to Cockeysville, MD, (g) Pocomoke, MD, to New Castle Jct., DE, (h) Harrington, DE, to Frankford/Indian River, DE, (i) Newark, DE, to Porter, DE, (j) Claremont R.T., (k) Loneys Lane Lead, and (l) Grays Yard (TR); (4) Michigan Operations (excluding the Detroit Shared Assets Area), including: (a) Toledo Terminal to Detroit Terminal, (b) Detroit Terminal to Jackson, MI, (c) Jackson to Kalamazoo, MI, (d) Kalamazoo to Elkhart, IN, (e) Jackson to Lansing, MI, (f) Kalamazoo to Grand Rapids, (g) Kalamazoo to Porter, IN (TR), (h) Kalamazoo Ind. Track, and (i) Comstock Ind. Track; (5) Eastern Pennsylvania lines, including (a) Philadelphia Terminal to Reading, (b) Reading Terminal, (c) Thorndale, PA, to Woodbourne, PA, (d) Leola/Chesterbrook, PA, lines, (e) Philadelphia Terminal to Lancaster, PA (TR), (f) Lancaster to Royalton, PA (TR), (g) Lancaster to Lititz/Columbia, PA, (h) portion of Stoney Creek Branch, (i) West Falls Yard, and (j) Venice Ind. Track; (6) Indiana lines, including (a) Anderson to Goshen via Warsaw, (b) Marion to Red Key, IN, and (c) Lafayette Ind. Track; (7) Buffalo to NY/NJ Terminal, including (a) NJ/NY Jct. to Suffern, NY (TR), (b) Suffern to Port Jervis, NY, (c) Port Jervis to Binghamton, (d) Binghamton to Waverly, (e) NJ/NY Jct. to Spring Valley, NY (TR), (f) Paterson Jct., NJ, to Ridgewood, NJ (TR), (g) Waverly to Buffalo, (h) Waverly to Mehoopany, PA, (i) Sayre, PA, to Ludlowville, NY, (j) Lyons, NY, to Himrods Jct., NY, (k) Corning, NY, to Himrods Jct., NY, (l) North Jersey Terminal to Paterson Jct., NJ (TR), (m) Paterson Jct. to North Newark, NJ, and (n) NJ/NY Jct. to North Jersey Terminal (TR); (8) Buffalo to Harrisburg and South, including (a) Perryville, MD, to Harrisburg, PA, (b) Carlisle, PA, to Harrisburg, (c) Wago, PA, to York (area), PA, (d) Harrisburg to Shocks, PA, (e) Williamsport, MD, to Buffalo via Harrisburg, PA, (f) Watsontown, PA, to Strawberry Ridge, PA, (g) Ebenezer Jct., NY, to Lackawanna, NY, (h) Hornell, NY, to Corry, PA, (i) Corry to Erie, PA (TR), and (j) Youngstown to Oil City, PA; (9) Cincinnati to Columbus to Charleston, WV, including (a) Columbus to Cincinnati, (b) Cincinnati Terminal, (c) Columbus Terminal to Truro, OH, (d) Truro to Charleston, WV, (e) Charleston to Cornelia, WV, and (f) Charleston to Morris Fork, WV; (10) Chicago South/Illinois operations, including (a) Osborne, IN, to Chicago Heights, IL, via Hartsdale, (b) Hartsdale to Schneider, IN, (c) Schneider to Hennepin, IL, (d) Keensburg, IL, to Carol, IL, and (e) Schneider to Wheatfield, IN; and (11) Chicago Market, including (a) Western Ave. Operations/Loop to Cicero/Elsdon, IL, (b) Chicago to Porter, IN, (c) Clarke Jct., IN, to CP 501, IN, (d) CP 509 to Calumet Park, IL, (e) Western Ave. Ind. Track, (f) Old Western Ave. Ind. Track, (g) North Joint Tracks, (h) Elevator Lead & Tri-River Dock, (i) CR&I Branch, (j) 49th Street Ind. Track, (k) 75th Street to 51st Street (TR), (l) Port of Indiana, IN, and (m) CP 502, IN, to Osborne, IN. Along with these lines, the abandoned Conrail line from Danville to Schneider, IL, will also be a PRR-Allocated Asset. Allocated Assets: Other Aspects. Certain equipment will be included in the NYC-Allocated Assets and the PRR-Allocated Assets and will be made available to CSXT and NSR pursuant to a CSXT Equipment Agreement and a NSR Equipment Agreement, respectively. Much of the locomotive equipment and rolling stock equipment, however, will not be included in the NYC-and PRR-Allocated Assets but will be included, instead, in the Retained Assets (discussed below), and will be leased by CRC or its affiliates to NYC or PRR pursuant to equipment agreements to be negotiated by the parties. CRC currently holds certain trackage rights over CSXT and NSR. In general (though there are exceptions), CRC will assign the trackage rights that it holds over CSXT to PRR (to be operated by NSR), and it will assign the trackage rights that it holds over NSR to NYC (to be operated by CSXT). The shares currently owned by Conrail in TTX Company (TTX, formerly known as Trailer Train) will be allocated to NYC and PRR. Applicants' current ownership interest in TTX is: CSX, 9.345%; NS, 7.788%; CRC, 21.807%. Following approval of the primary application, the ownership of TTX by applicants and their subsidiaries will be as follows: CSX, 9.345%; NYC, 10.125%; NS, 7.788%; PRR, 11.682%. Conrail's 50% interest in Triple Crown Services Company will be allocated to PRR. Certain additional special treatments are provided in particular areas within the allocated assets. A description of the areas in which special arrangements are made is set forth below under the caption ``Other Areas with Special Treatments.'' The Transaction Agreement also contemplates that certain CRC facilities currently used for the benefit of the entire Conrail system: will be operated, during a transition period following the Closing Date, for the joint benefit of CSX and NS; and will be operated, after such transition period, for the party to whom they have been allocated. Applicants indicate that they have taken steps to ensure that all of the existing contractual commitments of Conrail to its shippers will be fulfilled. The Transaction Agreement provides that all transportation contracts of CRC in effect as of the Closing Date (referred to as Existing Transportation Contracts) will remain in effect through their respective stated terms and will be allocated as NYC-Allocated Assets and PRR-Allocated Assets, and that the obligations under them shall be carried out after the Closing Date by CSXT, utilizing NYC-Allocated Assets, and by NSR, using PRR-Allocated Assets, or pursuant to the Shared Assets Areas Agreements, as the case may be. The Transaction Agreement further provides, with respect to the Existing Transportation Contracts: that CSXT and NSR will allocate the responsibilities to serve customers under these contracts; and that CSXT and NSR shall cooperate as necessary to assure shippers under these contracts all benefits, such as volume pricing, volume refunds, and the like, to which they are contractually entitled. Retained Assets. The Retained Assets include assets contained within three Shared Assets Areas (the Detroit Shared Assets Area, the North Jersey Shared Assets Area, and the South Jersey/Philadelphia Shared Assets Area) that are more fully described below. The Retained Assets also include Conrail's System Support Operations (SSO) facilities, including equipment and other assets associated with such facilities, currently used by Conrail to provide support functions benefitting its system as a whole, including Conrail's: (1) customer service center in Pittsburgh, PA; (2) crew management facility in Dearborn, MI; (3) system maintenance-of-way equipment center in Canton, OH; (4) signal repair center in Columbus, OH; (5) system freight claims facility in Buffalo, NY; (6) system non- revenue billing facility at Bethlehem, PA; (7) system rail welding plant at Lucknow (Harrisburg), PA; (8) system road foreman/engineer training center at Philadelphia and Conway, PA; (9) police operations center at Mt. Laurel, NJ; (10) the Philadelphia Division headquarters building and offices located at Mount Laurel, NJ; and (11) other SSO facilities identified by CSX and NS prior to the Closing Date. Each SSO Facility will be operated by Conrail for the benefit of CSXT/NYC and NSR/PRR, and the costs of operating each SSO Facility will be retained by Conrail as ``Corporate Level Liabilities'' and will be shared between CSX and NS. At least some of the SSO Facilities will apparently be operated for the joint benefit of CSX and NS ``for a short period'' only. Liabilities. In general: NYC will assume all liabilities arising on or after the Closing Date that relate predominantly to the NYC- Allocated Assets; PRR will assume all such liabilities that relate predominantly to the PRR-Allocated Assets; CRC will be responsible for all such liabilities that do not relate predominantly to the NYC-or PRR-Allocated Assets; and CRC will also be responsible for certain liabilities arising prior to the Closing Date. Separation Costs incurred following the Control Date in connection with Conrail agreement employees now working jobs at or in respect of NYC-Allocated Assets will be the sole responsibility of CSX, while Separation Costs incurred in connection with Conrail agreement employees now working jobs at or in respect of PRR-Allocated Assets will be the sole responsibility of NS. Separation Costs incurred in connection with Conrail agreement employees working jobs at or in respect of Retained Assets will be shared by CSX and NS. Separation Costs incurred following the Control Date for Conrail agreement employees at Conrail's Altoona and Hollidaysburg shops will be the responsibility of NS, and Separation Costs incurred following the Control Date in connection with agreement employees at Conrail's Philadelphia headquarters and technology center and Conrail's Pittsburgh customer service center will be the responsibility of CSX. Separation Costs for eligible Conrail non-agreement employees will be shared by CSX and NS. After the Closing Date, compensation and other expenses (excluding Separation Costs) for agreement employees (other than certain Conrail employees performing general and administrative functions) working jobs at or in respect of NYC-Allocated Assets will be the sole responsibility of CSX, while such expenses for such agreement employees working jobs at or in respect of PRR-Allocated Assets will be the sole responsibility of NS. Operation of Assets Applicants indicate: that CSXT and NYC will enter into the CSXT Operating Agreement, which provides for CSXT's use and operation of the NYC-Allocated Assets; that NSR and PRR will enter into the NSR Operating Agreement, which provides for NSR's use and operation of the PRR-Allocated Assets; and that CRC, NYC, PRR, CSXT and/or NSR will enter into Shared Assets Areas Operating Agreements, which provide for the operation of certain Shared Assets Areas for the benefit of both CSXT and NSR. CSXT and NSR Operating Agreements. The CSXT Operating Agreement and the NSR Operating Agreement (collectively, the Allocated Assets Operating Agreements) provide that CSXT and NSR will each have the right, for an initial term of 25 years, to use and operate, as part of their respective systems, the NYC-Allocated Assets and the PRR- Allocated Assets. Those agreements will require CSXT and NSR each to bear the responsibility for and the cost of operating and maintaining their respective Allocated Assets. CSXT and NSR will each receive for its own benefit and in its own name all revenues and profits arising from or associated with the operation of its Allocated Assets. CSXT will pay NYC an operating fee based on the fair market rental value of the NYC-Allocated Assets. NSR will similarly pay PRR an operating fee based on the fair market rental value of the PRR- Allocated Assets. CSXT and NSR will have the right to receive the benefits of NYC and PRR, respectively, under any contract or agreement included in the NYC-Allocated Assets or the PRR-Allocated Assets, respectively, and, with the consent of NYC and PRR, respectively, to modify or amend any such contract or agreement on behalf of NYC and PRR. CSXT and NSR will each have the right to renew its Allocated Assets Operating Agreement for two additional terms of ten years each. The Allocated Assets Operating Agreements contemplate that, upon termination of the agreements, CSXT and NSR will be deemed to have returned their Allocated Assets to NYC or PRR, subject to any regulatory requirements. Shared Assets Areas and Operating Agreements. Both CSXT and NSR will be permitted to serve shipper facilities located within the three Shared Assets Areas (North Jersey, South Jersey/Philadelphia, and Detroit), which will be owned, operated, and maintained by CRC for the exclusive benefit of CSX and NS. CSXT and NSR will enter into a Shared Assets Area Operating Agreement with CRC in connection with each of the Shared Assets Areas, and CRC will grant to CSXT and NSR the right to operate their respective trains, with their own crews and equipment and at their own expense, over any tracks included in the Shared Assets Areas. CSXT and NSR will each have exclusive and independent authority to establish all rates, charges, service terms, routes, and divisions, and to collect all freight revenues, relating to freight traffic transported for its account within the Shared Assets Areas. Other carriers that previously had access to points within the Shared Assets Areas will continue to have the same access as before. (1) The North Jersey Shared Assets Area encompasses all northern New Jersey trackage east of and including the NEC, and also: (a) Certain line segments north of the NEC as it turns East to enter the tunnel under the Hudson River, (b) the CRC Lehigh line west to Port Reading Junction, (c) the rights of CRC on the New Jersey Transit Raritan line, (d) the CRC Port Reading Secondary line west to Bound Brook, (e) the CRC Perth Amboy Secondary line west to South Plainfield, and (f) the NEC local service south to the Trenton area. (2) The South Jersey/Philadelphia Shared Assets Area encompasses all CRC ``Philadelphia'' stations and stations within the Philadelphia City limits, industries located on the CRC Chester Industrial and Chester Secondary tracks, all CRC trackage in Southern New Jersey, CRC's rights on the NEC north from Zoo Tower in Philadelphia to Trenton, NJ, and the Ameriport intermodal terminal and any replacement of such terminal built substantially through public funding. (3) The Detroit Shared Assets Area encompasses all CRC trackage and access rights east of the CP-Townline (Michigan Line MP 7.4) and south to and including Trenton (Detroit Line MP 20). Other Areas with Special Treatments. A number of other areas, though not referred to as Shared Assets Areas, are nevertheless subject to special arrangements that provide for a sharing of routes or facilities to a certain extent. (1) Monongahela Area: Although the CRC lines formerly a part of the Monongahela Railway will be operated by NSR, CSXT will have equal access for 25 years, subject to renewal, to all current and future facilities located on or accessed from the former Monongahela Railway, including the Waynesburg Southern. (2) Chicago Area: Both CSXT and NSR will have access to CRC's rights concerning access to and use of the Willow Springs Yard of The Burlington Northern and Santa Fe Railway Company (BNSF); applicants will enter into an agreement concerning their respective rights as successors to Conrail and as parties controlling the controlling shareholder in the Indiana Harbor Belt Railway (IHB), a 51%-owned subsidiary of CRC (the stock of IHB will be a CRC-retained asset); certain trackage rights of CRC over IHB will be assigned or made available to NYC to be operated by CSXT or to PRR to be operated by NSR; CSXT and NSR will enter into an agreement to permit each of them to maintain current access and trackage rights enjoyed by them over terminal railroads in the Chicago area; and CSX will be granted an option, exercisable if CSXT and BNSF come under common control, to purchase the Streator Line from Osborne, IN, to Streator, IL. (3) Ashtabula Harbor Area: NSR will have the right to operate and control CRC's Ashtabula Harbor facilities, with CSXT receiving use and access, up to a proportion of the total ground storage, throughput, and tonnage capacity of 42%. (4) Buffalo Area: CSXT will operate Seneca Yard, and NSR will receive access to yard tracks in that yard. (5) Cleveland Area: CRC's switching yard at Collinwood will be operated by CSXT and its Rockport Yard will be operated by NSR. (6) Columbus, OH: NSR will operate CRC's Buckeye Hump Yard, and CSXT will operate the former Local Yard and intermodal terminal at Buckeye. (7) Erie, PA: Norfolk and Western Railway Company (NW, a wholly owned NSR subsidiary) will have a permanent easement and the right to build a track on the easement along the CRC right of way through Erie, PA, to be operated by CSXT. NW will have trackage rights in Erie to connect its route from Corry to its existing Buffalo-Cleveland line if such connection can be achieved without using the CRC Buffalo-Cleveland line to be operated by CSXT. (8) Fort Wayne, IN: CSX will operate the line between Fort Wayne and Chicago, currently owned by NSR. (9) Indianapolis, IN: NSR will have overhead trackage rights from Lafayette and Muncie to Hawthorne Yard to serve, via CSXT switch, shippers that presently receive service from two railroads. (10) Toledo, OH: CRC's Stanley Yard will be operated by CSXT, and its Airline Junction Yard will be operated by NSR. (11) Washington, D.C.: CRC's Landover Line from Washington, D.C., to Landover, MD, will be allocated to NYC, and NSR will be given overhead trackage rights. (12) Allocation of Rights with Respect to Freight Operations Over Amtrak's NEC: CRC's NEC overhead trackage rights north of New York (Penn Station) will be assigned to NYC. Both NYC and PRR will have overhead rights to operate trains between Washington, D.C., and New York (Penn Station), subject to certain limitations. From Zoo Tower, Philadelphia, to Penn Station, NY, CRC's NEC rights to serve local customers will be part of the Retained Assets and CRC will assign those rights to NYC and PRR, with NYC and PRR having equal access to all local customers and facilities. Between Washington, D.C., and Zoo Tower, Philadelphia, CRC's NEC rights to serve local customers will be assigned to PRR. The right to serve local customers on the NEC north of New York (Penn Station) will be assigned to NYC. Succession to Conrail Activities Applicants intend that the Allocated Assets conveyed to NYC and PRR will be operated for them by CSXT and NSR, respectively, and that both the Allocated Assets conveyed to NYC and PRR as well as the Retained Assets made available by CRC to CSXT or NSR or both will be enjoyed and used by CSXT and NSR (subject to the terms of the governing agreements) as if the carrier in question were itself CRC. Applicants similarly intend that the Shared Assets Areas will be used, enjoyed, and operated as fully by CSXT and NSR as if each of them were CRC. The Continuing Conrail Activities From the Closing Date forward, CSXT and NSR will be responsible for all of the operating expenses and new liabilities attributable to the assets which they are operating. It is expected, however, that most of the pre-Closing Date liabilities of CRC, CRR, and their subsidiaries will remain in place. It is contemplated that CRC will pay its pre- Closing Date liabilities, including its debt obligations, out of payments received, either directly or through NYC and PRR, from CSXT and NSR in connection with the Allocated Assets and the Shared Assets Areas. Applicants expect that such payments will be sufficient to permit CRC and its subsidiaries (1) to cover their operating, maintenance, and other expenses, (2) to pay all of their obligations as they mature, (3) to provide dividends to CRR sufficient to permit it to discharge its debts and obligations as they mature, and (4) to receive a fair return for the operation, use, and enjoyment by CSXT and NSR of the Allocated Assets and Shared Assets Areas. Applicants add, however, that if for any reason these sources of funds to CRC and CRR prove insufficient to permit them to pay and discharge their obligations, CSX and NS have agreed that CRR Holdings shall provide the necessary funds, which it will obtain from CSXC and NSC. Applicants anticipate that, following the Division of Conrail, approximately 350 employees will be employed by Conrail in the Philadelphia area (where the headquarters of CRR and CRC are now located). These employees will include Conrail employees managing and operating trains for CSX and NS, the employees in the local Shared Assets Area, and the management personnel for the continuing Conrail functions. In addition, each of CSX and NS anticipates establishing a regional headquarters-type function in Philadelphia at which an undetermined number of additional personnel will be employed. It is intended that, following the Division: CRC will not hold itself out to the public as performing transportation services directly and for its own account; CRC will not enter into any contract (other than with CSXT or NSR) for the performance of transportation services; and all transportation services performed by CRC will be performed as agent or subcontractor of CSXT or NSR. ``2-to-1'' Situations Applicants claim: that the division of Conrail proposed in the primary application has enabled applicants to avoid, ``wherever possible,'' situations where shippers will see their rail options decline from two carriers to one; and that in ``virtually all of the few'' 2-to-1 situations that the division proposed in the primary application would otherwise have entailed, CSX and NS have agreed to provide one another with trackage and/or haulage rights that will permit the continuation of two rail carrier service. (CSX will provide trackage or haulage rights that will allow for alternative rail service to facilities that otherwise would be, as a result of the transaction proposed in the primary application, rail-served solely by CSX and NS will provide trackage or haulage rights that will allow for alternative rail service to facilities that otherwise would be, as a result of the transaction proposed in the primary application, rail-served solely by NS). Labor Impact Applicants have provided three Labor Impact Exhibits, each using a different base line in calculating the impacts that the transactions proposed in the primary application and the related filings will have on rail carrier employees. Applicants' 1996/97 Labor Impact Exhibit projects, with respect to both the CSX and NS expanded systems, that the proposed transactions will result in the abolition of 3,090 jobs and the creation of 1,109 jobs (for a net loss of 1,981 jobs), and will also result in the transfer of an additional 2,323 jobs. Applicants' 1996 Labor Impact Exhibit projects, with respect to both the CSX and NS expanded systems, that the proposed transactions will result in the abolition of 3,822 jobs and the creation of 1,152 jobs (for a net loss of 2,670 jobs), and will also result in the transfer of an additional 2,323 jobs. Applicants' 1995 Labor Impact Exhibit projects, with respect to both the CSX and NS expanded systems, that the proposed transactions will result in the abolition of 6,654 jobs and the creation of 1,699 jobs (for a net loss of 4,955 jobs), and will also result in the transfer of an additional 2,288 jobs. Applicants emphasize that the projections contained in their Labor Impact Exhibits are short term projections; applicants maintain that, in the long term, the transactions proposed in the primary application and the related filings will provide opportunities for rail transportation growth and, therefore, new jobs. Applicants anticipate that, if we approve the transactions proposed in the primary application and the related filings, we will impose on such transactions the standard labor protective conditions customarily imposed on similar such transactions. Relief Requested in the Primary Application In the STB Finance Docket No. 33388 lead docket, applicants seek: approval of the transaction proposed in the primary application (in paragraph 1 below); approval of certain ``elements'' of that transaction, referred to as Transaction Elements (in paragraphs 2, 3, 4, 5, 6, 7, 8, 9, 10, and 11 below); and a ``fairness determination'' respecting the terms under which CSX and NS have acquired all of the common stock of CRR (in paragraph 12 below). (1) Applicants seek approval and authorization, pursuant to 49 U.S.C. 11323 and 11324, of the acquisition by CSXC and NSC (each a noncarrier corporation controlling one or more rail carriers) of joint control of, and the power to exercise joint control over, CRR (also a noncarrier corporation controlling one or more rail carriers). As applicants note, although joint control by CSXC and NSC of Conrail as a separately functioning rail system will last only until the Division is effected, such joint control, even though transitory, requires approval and authorization under 49 U.S.C. 11323(a)(5). (2) Applicants seek approval and authorization, pursuant to 49 U.S.C. 11323 and 11324, of the acquisition by NYC and PRR of, and of the operation by CSXT and NSR over, the CRC lines and other assets, including without limitation trackage and other rights, that will be allocated to NYC and PRR, respectively. Applicants also ask that we expressly provide that, pursuant to the sought approval and authorization under 49 U.S.C. 11323 and 11324, and notwithstanding any purported limitations on assignability, NYC and PRR each will have the same right, title, and interest in the CRC lines and other assets forming its part of the Allocated Assets as CRC itself now has, including the power to pass the use and enjoyment of those lines and other assets to CSXT and NSR. The CRC lines and other assets to be allocated to NYC and PRR include both: (i) those owned by CRC; and also (ii) those not owned by CRC but operated by CRC under leases, trackage rights, and similar arrangements (such arrangements are hereinafter referred to as ``Trackage Agreements''). Because applicants are concerned that CRC's interests under some of these Trackage Agreements may be subject to limitations on assignability, approval and authorization under 49 U.S.C. 11323 and 11324 has been sought in order to bring these Trackage Agreements within the scope of the immunizing power of 49 U.S.C. 11321(a). (3) Applicants request a declaratory order that 49 U.S.C. 10901 does not apply to the transfer of the Allocated Assets to NYC and PRR. Applicants concede that, because NYC and PRR are not now carriers, an argument can be made that authority under 49 U.S.C. 10901 is required for the transfer; applicants maintain, however, that the transfer should be viewed in context as simply a part of a larger transaction involving the operation by CSX and NS of the assets to be transferred to NYC and PRR, respectively; and applicants claim that the transfer, when viewed in context, requires authorization not under 49 U.S.C. 10901 but rather under 49 U.S.C. 11323 and 11324. In the event we do not issue the sought declaratory order, applicants seek authorization for the transfer of the CRC assets to NYC and PRR: under 49 U.S.C. 10901; and, in order to bring the transfer within the scope of the immunizing power of 49 U.S.C. 11321(a), also under 49 U.S.C. 11323 and 11324. (4) Applicants seek approval and authorization, pursuant to 49 U.S.C. 11323 and 11324: (i) for CSXT and NSR to enter into the Allocated Assets Operating Agreements and to operate the assets held by NYC and PRR, respectively; (ii) for CSXT, NSR, and CRC to enter into the three Shared Assets Areas Operating Agreements and to operate the assets in such areas; and (iii) for CSX and NS to use, operate, perform, and enjoy the Allocated Assets and the assets in the Shared Assets Areas consisting of assets other than routes (including, without limitation, the Existing Transportation Contracts). Applicants also request a declaratory order, or a declaration to the same effect as a declaratory order: (a) that, by virtue of the immunizing power of 49 U.S.C. 11321(a), CSX and NS will have the authority to conduct operations over the routes of CRC covered by the Trackage Agreements as fully and to the same extent as CRC itself could, whether or not such routes are listed in CSX/NS-18, Appendix L, and notwithstanding any clause in any such agreement purporting to limit or prohibit unilateral assignment by CRC of its rights thereunder; and (b) that, also by virtue of the immunizing power of 49 U.S.C. 11321(a), CSX and NS may use, operate, perform, and enjoy the Allocated Assets and the assets in the Shared Assets Areas consisting of assets other than routes (including, without limitation, the Existing Transportation Contracts) as fully and to the same extent as CRC itself could. (5) For the period following the transfer of CRC assets to NYC and PRR, applicants seek approval and authorization, pursuant to 49 U.S.C. 11323 and 11324: (a) for CSXC, NSC, and CRR to continue to control NYC and PRR; and (b) for the common control, by CSXC, CSXT, NSC, NSR, CRR, and CRC of (i) NYC and PRR, and (ii) the carriers currently controlled by CSXC, CSXT, NSC, NSR, CRR, and CRC. Such authorization and approval will be necessary because, as applicants note: CRC, NYC, and PRR will not be part of a ``single system'' of rail carriers, and therefore authorization to control CRC will not in and of itself imply authorization to control NYC and PRR; and, although CSX will exercise day-to-day control of NYC and NS will exercise day-to-day control of PRR, the fact that certain major actions concerning NYC and PRR will remain under the control of CRC will result in an ongoing common control relationship involving CSXC, NSC, and CRR, and the subsidiaries of each. (6) Applicants seek approval and authorization, pursuant to 49 U.S.C. 11323 and 11324: for the acquisition by CSXT of certain trackage rights over PRR; and for the acquisition by NSR of certain trackage rights over NYC. The lines over which these trackage rights will run are listed in items 1.B and 1.A, respectively, of Schedule 4 to the Transaction Agreement. The trackage rights identified in Schedule 4 to the Transaction Agreement fall into three categories: existing trackage rights held by CRC over other carriers, which are covered in paragraph 4 above; new trackage rights to be held by CSXT over PRR and by NSR over NYC, which are covered in this paragraph 6; and certain additional new trackage rights provided for in the related filings in STB Finance Docket No. 33388 (Sub-Nos. 25, 27, 28, 29, 30, 32, 33, & 34), which are covered in the ``Related Filings'' discussion below. (7) Applicants seek approval and authorization, pursuant to 49 U.S.C. 11323 and 11324, of the trackage rights provided to CSXT, to access all current and future facilities located on or accessed from the former Monongahela Railway, including the Waynesburg Southern. Applicants indicate that the rights referenced in paragraphs 6 and 7 fall under 49 U.S.C. 11323(a)(2) (approval and authorization required for a ``purchase, lease, or contract to operate property of another rail carrier by any number of rail carriers''). The rights referenced in paragraphs 6 and 7, however, appear to be trackage rights, and we therefore believe that these rights fall under 49 U.S.C. 11323(a)(6) (approval and authorization required for the acquisition ``by a rail carrier of trackage rights over, * * * or joint use of, a railroad line * * * owned or operated by another rail carrier''). (8) The trackage rights covered by paragraph 6 include, among many other such trackage rights, certain trackage rights to be acquired by NSR over the NYC Bound Brook, NJ-Woodbourne, PA line. These particular trackage rights, however, are intended to be temporary in duration, and will expire, by their terms, at the end of 3 years. Applicants therefore seek authorization, pursuant to 49 U.S.C. 10903, for NSR to discontinue the Bound Brook-Woodbourne trackage rights in accordance with the terms thereof. Applicants indicate that, in due course, NSR will ``abandon'' its Bound Brook-Woodbourne trackage rights. We think it would be more accurate to say that NSR will ``discontinue'' these trackage rights. (9) Applicants seek approval and authorization, pursuant to 49 U.S.C. 11323 and 11324, of certain incidental trackage rights granted in connection with operations within the Shared Assets Areas. These trackage rights include: (i) trackage rights granted by CSXT to NSR and CRC; and (ii) trackage rights granted by NSR to CSXT and CRC. Applicants indicate that the rights referenced in paragraph 9 fall under 49 U.S.C. 11323(a)(2). The rights referenced in paragraph 9, however, appear to be trackage rights, and we therefore believe that these rights fall under 49 U.S.C. 11323(a)(6). (10) To the extent that any matter concerning either (i) the joint ownership by CSX and NS of CRR, CRC, NYC, and/or PRR, or (ii) the Transaction Agreement and the Ancillary Agreements referred to therein, including the provision for handling Existing Transportation Contracts, might be deemed to be a pooling or division by CSX and NS of traffic or services or of any part of their earnings, applicants request approval for such pooling or division under 49 U.S.C. 11322. As used in the Transaction Agreement, the term ``Ancillary Agreements'' means the Equipment Agreements, the CSXT Operating Agreement, the NSR Operating Agreement, the NYC LLC Agreement, the PRR LLC Agreement, the CRR Holdings LLC Agreement, the Trackage Rights Agreements, the CSXT/NSR Haulage Agreements, the Tax Allocation Agreement, the Shared Assets Agreements, and the Other Operating Agreements. Such approval under 49 U.S.C. 11322 is sought because, as applicants note, payments with respect to the rights granted in connection with both the Allocated Assets and the Shared Assets Areas, as well as payments for the services performed by CRC in connection with the Shared Assets Areas, are to be made by CSXT and NSR to entities (CRC or its subsidiaries) in which both CSX and NS will have economic interests. (11) Applicants seek approval and authorization, pursuant to 49 U.S.C. 11323 and 11324, for the transfer of CRC's Streator Line from CRC to NSR/NW. The Streator Line is defined as the CRC line running: (i) between MP 6.3 at Osborn, IN, and MP 33.2 at Schneider, IN; and (ii) between MP 56.4 at Wheatfield, IN, and MP 186.0 at Moronts, IL. (12) Applicants seek a determination that the terms under which CSX and NS, both individually and jointly, have acquired all of the common stock of CRR are fair and reasonable to the stockholders of CSXC, the stockholders of NSC, and the stockholders of CRR. Related Filings In STB Finance Docket No. 33388 (Sub-No. 1), CSXT has filed a notice of exemption under 49 CFR 1150.36 to construct and operate, at Crestline, OH, a connection track in the northwest quadrant of the intersection of CRC's North-South line between Greenwich, OH, and Indianapolis, IN, and CRC's East-West line between Pittsburgh, PA, and Ft. Wayne, IN. The connection will extend approximately 1,507 feet between approximately MP 75.4 on the North-South line and approximately MP 188.8 on the East-West line. In STB Finance Docket No. 33388 (Sub-No. 2), CSXT has filed a petition under 49 U.S.C. 10502 for exemption from the provisions of 49 U.S.C. 10901 to construct and operate, in Willow Creek, IN, a connection track in the southeast quadrant of the intersection between CSXT's line between Garrett, IN, and Chicago, IL, and CRC's line between Porter, IN, and Gibson Yard, IN (outside Chicago). The connection will extend approximately 2,800 feet between approximately MP BI-236.5 on the CSXT line and approximately MP 248.8 We question the MP 248.8 designation; our review of CRC's timetable for its Porter Branch suggests that the correct designation may be MP 246.8. We also question CSXT's assertion that the Sub-No. 2 connection track will provide a direct link between CRC and CSXT tracks ``and the parallel IHB line at Willow Creek;'' our review of CRC's timetable for its Porter Branch suggests that the link with IHB may be at Ivanhoe, not at Willow Creek. In STB Finance Docket No. 33388 (Sub-No. 3), CSXT has filed a petition under 49 U.S.C. 10502 for exemption from the provisions of 49 U.S.C. 10901 to construct and operate, in Greenwich, OH, connection tracks in the northwest and southeast quadrants of the intersection between the CSXT line between Chicago and Pittsburgh and the CRC line between Cleveland and Cincinnati. The connection in the northwest quadrant, a portion of which will be constructed utilizing existing trackage and/or right-of-way of the Wheeling & Lake Erie Railway Company, will extend approximately 4,600 feet between approximately MP BG-193.1 on the CSXT line and approximately MP 54.1 on the CRC line. The connection in the southeast quadrant will extend approximately 1,044 feet between approximately MP BG-192.5 on the CSXT line and approximately MP 54.6 on the CRC line. In STB Finance Docket No. 33388 (Sub-No. 4), CSXT has filed a petition under 49 U.S.C. 10502 for exemption from the provisions of 49 U.S.C. 10901 to construct and operate, at Sidney Junction, OH, a connection track in the southeast quadrant of the intersection between the CSXT line between Cincinnati, OH, and Toledo, OH, and the CRC line between Cleveland, OH, and Indianapolis, IN. The connection will extend approximately 3,263 feet between approximately MP BE-96.5 on the CSXT line and approximately MP 163.5 on the CRC line. In STB Finance Docket No. 33388 (Sub-No. 5), NW has filed a petition under 49 U.S.C. 10502 for exemption from the provisions of 49 U.S.C. 10901 to construct and operate, at Sidney, IL, a connection track between the UPRR north-south line between Chicago, IL, and St. Louis, MO, and the NW east-west line between Decatur, IL, and Tilton, IL. The connection, which will be in the southwest quadrant of the intersection of the two lines, will be approximately 3,256 feet in length. In STB Finance Docket No. 33388 (Sub-No. 6), NW has filed a petition under 49 U.S.C. 10502 for exemption from the provisions of 49 U.S.C. 10901 to construct and operate, at Alexandria, IN, a connection track between the CRC line between Anderson, IN, and Goshen, IN, and the NW line between Muncie, IN, and Frankfort, IN. The connection, which will be in the northeast quadrant of the intersection of the two lines, will be approximately 970 feet in length. In STB Finance Docket No. 33388 (Sub-No. 7), NW has filed a petition under 49 U.S.C. 10502 for exemption from the provisions of 49 U.S.C. 10901 to construct and operate, at Bucyrus, OH, a connection track between NW's Bellevue, OH-Columbus, OH line and CRC's Ft. Wayne, IN-Crestline, OH line. The connection, which will be in the southeast quadrant of the intersection of the two lines, will be approximately 2,467 feet in length. In STB Finance Docket No. 33388 (Sub-No. 8), CSXT has filed a notice of exemption under 49 CFR 1150.36 to construct and operate, at Little Ferry, NJ, two connection tracks between the CRC Selkirk-North Bergen line and the New York, Susquehanna and Western Railway (NYS&W) Paterson-Croxton line. The first connection will extend approximately 480 feet between approximately MP 5.75 on the CRC line and approximately MP 5.65 on the NYS&W line. The second connection will extend approximately 600 feet between approximately MP 4.04 on the CRC line and approximately MP 4.15 on the NYS&W line. In STB Finance Docket No. 33388 (Sub-No. 9), CSXT and The Baltimore and Ohio Chicago Terminal Railroad Company (B&OCT, a wholly owned CSXT subsidiary) have filed a notice of exemption under 49 CFR 1150.36 to construct and operate a connection track in the vicinity of 75th Street SW, Chicago, IL, in the southwest quadrant of the intersection of the lines of B&OCT and The Belt Railway Company of Chicago (BRC). The connection will extend approximately 1,640 feet between approximately MP DC-22.43 on B&OCT's North-South line between Cleveland and Brighton Park, and approximately MP 12.95 on BRC's East-West line between Bedford Park Yard and South Chicago Yard. In STB Finance Docket No. 33388 (Sub-No. 10), CSXT has filed a petition under 49 U.S.C. 10502 for exemption from the provisions of 49 U.S.C. 10901 to construct and operate a connection track in Exermont, IL, in the northwest quadrant of the intersection between CSXT's Cincinnati-East St. Louis line and CRC's Cleveland-East St. Louis line. The connection will extend approximately 3,590 feet between approximately MP BC-327.9 on the CSXT line and approximately MP 231.4 on the CRC line. In STB Finance Docket No. 33388 (Sub-No. 11), CSXT and B&OCT have filed a notice of exemption under 49 CFR 1150.36 to construct and operate a connection track in the vicinity of Lincoln Avenue in Chicago, IL, in the northeast quadrant of the intersection of the lines of B&OCT and IHB. The connection will extend approximately 840 feet between approximately MP DC-9.5 on B&OCT's line between Cleveland and Barr Yard, and approximately MP 10.43 on IHB's line between Gibson Yard and Blue Island Jct. In STB Finance Docket No. 33388 (Sub-No. 12), NSR has filed a petition under 49 U.S.C. 10502 for exemption from the provisions of 49 U.S.C. 10901 to construct and operate, at Kankakee, IL, a connection track between the Illinois Central Railroad Company (ICR) Chicago, IL- Gibson City, IL north-south line, over which NSR has trackage rights, and the CRC Streator, IL-Schneider, IN east-west line. The connection, which will be in the southeast quadrant of the intersection of the two lines, will be approximately 1,082 feet in length. In STB Finance Docket No. 33388 (Sub-No. 13), NW has filed a notice of exemption under 49 CFR 1150.36 to construct and operate a connection track at Tolono, IL, in the southeast quadrant of the intersection of the ICR line between Chicago, IL, and Centralia, IL, and the NW line between Decatur, IL, and Tilton, IL. The connection will be about 1,600 feet in length. In STB Finance Docket No. 33388 (Sub-No. 14), NW has filed a petition under 49 U.S.C. 10502 for exemption from the provisions of 49 U.S.C. 10901 to construct and operate, at Butler, IN, a connection track between NW's Detroit, MI-Fort Wayne, IN line and CRC's Elkhart, IN-Toledo, OH line. The connection, which will be in the northwest quadrant of the intersection of the two lines, will be approximately 1,750 feet in length. In STB Finance Docket No. 33388 (Sub-No. 15), NW has filed a notice of exemption under 49 CFR 1150.36 to construct and operate a connection track at Tolleston, IN. This track, which will connect a NW line and a CRC line, will be about 930 feet in length. In STB Finance Docket No. 33388 (Sub-No. 16), NW has filed a notice of exemption under 49 CFR 1150.36 to construct and operate a double track connection at Hagerstown, MD. This track, which will connect a NW line and a CRC line, will be about 800 feet in length. In STB Finance Docket No. 33388 (Sub-No. 17), NW has filed a notice of exemption under 49 CFR 1150.36 to construct and operate a connection track at Ecorse Junction (Detroit), MI. This track, which will connect a NW line and a CRC line, will be about 400 feet in length. In STB Finance Docket No. 33388 (Sub-No. 18), NW has filed a petition under 49 U.S.C. 10502 for exemption from the provisions of 49 U.S.C. 10901 to construct and operate, at Blasdell (Buffalo), NY, a connecting track approximately 2,500 feet in length between NW's Erie, PA-Buffalo, NY Line and CRC's Buffalo, NY-Harrisburg, PA Line. In STB Finance Docket No. 33388 (Sub-No. 19), NW has filed a notice of exemption under 49 CFR 1150.36 to construct and operate, at Gardenville Junction (Buffalo), NY, a connecting track approximately 1,700 feet in length between CRC's Buffalo, NY-Harrisburg, PA Line and CRC's Ebenezer Secondary Track. In STB Finance Docket No. 33388 (Sub-No. 20), NW has filed a notice of exemption under 49 CFR 1150.36 to construct and operate, at Columbus, OH, a NW-CRC connecting track approximately 1,423 feet in length. In STB Finance Docket No. 33388 (Sub-No. 21), NW has filed a petition under 49 U.S.C. 10502 for exemption from the provisions of 49 U.S.C. 10901 to construct and operate, at Oak Harbor, OH, a connecting track approximately 4,965 feet in length between, and in the northwest quadrant of the intersection of, NW's Toledo, OH-Bellevue, OH line and CRC's Toledo, OH-Cleveland, OH line. In STB Finance Docket No. 33388 (Sub-No. 22), NW has filed a petition under 49 U.S.C. 10502 for exemption from the provisions of 49 U.S.C. 10901 to construct and operate, at Vermilion, OH, a connecting track approximately 5,398 feet in length between NW's Cleveland, OH- Bellevue, OH line and CRC's Toledo, OH-Cleveland, OH line. In STB Finance Docket No. 33388 (Sub-No. 23), NW has filed a notice of exemption under 49 CFR 1180.2(d)(5) regarding a joint project involving relocation of NW's rail line running down 19th Street in Erie, PA (a distance of approximately 6.1 miles, between approximately MP B-85.10 near Downing Avenue and approximately MP B-91.25 west of Pittsburgh Avenue) to a parallel railroad right-of-way currently owned and operated by CRC that will be allocated to CSXT in connection with the primary application. In STB Finance Docket No. 33388 (Sub-No. 24), CRC and NW have filed a petition under 49 U.S.C. 10502 for exemption from the provisions of 49 U.S.C. 11323-25 regarding the acquisition by CRC (or by NYC) of the Fort Wayne Line, between MP 441.8 at Fort Wayne, IN, and MP 319.2 at Tolleston (Gary), IN. (Another filing indicates that the mileposts are MP 441.8 at Tolleston and MP 319.2 at Fort Wayne). In STB Finance Docket No. 33388 (Sub-No. 25), NW and CSXT have filed a notice of exemption under 49 CFR 1180.2(d)(7) regarding the acquisition by NW of trackage rights over approximately 32.7 miles of a CSXT line between Lima, OH (Erie Junction), at or near CSXT MP BE- 129.2, and Sidney, OH, at or near CSXT MP BE-96.5. The trackage rights to be acquired by NW include overhead trackage rights between Lima and Sidney and local trackage rights that will allow NW to serve 2-to-1 shippers at Sidney. In STB Finance Docket No. 33388 (Sub-No. 26), CSXC, CSXT, and The Lakefront Dock and Railroad Terminal Company (LD&RT) have filed an application seeking approval and authorization under 49 U.S.C. 11323-25 for the acquisition and exercise by CSXC and CSXT of control of LD&RT, and the common control of LD&RT and CSXT and the other rail carriers controlled by CSXT and/or CSXC. LD&RT, a Class III railroad in which CSXT and CRC each currently owns a 50% voting stock interest, operates approximately 17 miles of yard tracks at Oregon, OH. In STB Finance Docket No. 33388 (Sub-No. 27), NW and CSXT have filed a notice of exemption under 49 CFR 1180.2(d)(7) regarding the acquisition by NW of overhead trackage rights over approximately 5 to 6 miles of a CSXT line between Columbus, OH (Parsons Yard), at or near CSXT MP CJ 71.5, and Scioto, OH, at or near CSXT MP CK 2.5. In STB Finance Docket No. 33388 (Sub-No. 28), CSXT and NW have filed a notice of exemption under 49 CFR 1180.2(d)(7) regarding the acquisition by CSXT of overhead trackage rights over approximately 2.02 miles of a NW line between Columbus, OH (Watkins Yard), at or near NW MP N-696.7, and Bannon, OH, at or near NW MP N-698.72. In STB Finance Docket No. 33388 (Sub-No. 29), CSXT and NW have filed a notice of exemption under 49 CFR 1180.2(d)(7) regarding the acquisition by CSXT of overhead trackage rights over approximately 1.4 miles of a NW line between Erie Junction (Delray), MI, at or near MP D4.4, and Ecorse Junction, MI, at or near MP D5.8. In STB Finance Docket No. 33388 (Sub-No. 30), NW and CSXT have filed a notice of exemption under 49 CFR 1180.2(d)(7) regarding the acquisition by NW of overhead trackage rights over approximately 1.7 miles of a CSXT line between the connection of two CSXT lines near Washington Street at or near MP 123.7, and the connection of two CSXT lines at Pine at or near MP 122.0, in Indianapolis, IN. In STB Finance Docket No. 33388 (Sub-No. 31), CSXC and CSXT have filed a petition under 49 U.S.C. 10502 for exemption from the provisions of 49 U.S.C. 11323-25, to the extent those provisions may apply, regarding the acquisition by CSXC and CSXT of control of Albany Port Railroad Corporation (APR). APR, which operates approximately 16.5 miles of track at the Port of Albany, NY, is owned in equal 50% shares by CRC and D&H Corporation (D&H, an affiliate of Canadian Pacific Limited); and, if the primary application is approved, CRC's 50% interest in APR will be allocated to CSXT in the Division. Implicit in the Sub-No. 31 docket is a request for a determination that acquisition by CSXC and CSXT of a 50% interest in APR will not enable CSXC and CSXT to ``control'' APR within the meaning of 49 U.S.C. 11323. In STB Finance Docket No. 33388 (Sub-No. 32), NW and B&OCT have filed a notice of exemption under 49 CFR 1180.2(d)(7) regarding the acquisition by NW of overhead trackage rights over approximately 9.8 miles of the IHB McCook Branch between the connection of IHB and B&OCT at McCook, Il, at or near MP 28.5, and the connection of IHB and Canadian Pacific Rail System at Franklin Park, IL, at MP 39.3. Applicants indicate that the Sub-No. 32 trackage rights run for approximately 9.8 miles. By our calculations, however, these trackage rights would appear to run for approximately 10.8 miles. In STB Finance Docket No. 33388 (Sub-No. 33), NW and B&OCT have filed a notice of exemption under 49 CFR 1180.2(d)(7) regarding the acquisition by NW of trackage rights over B&OCT's Barr Subdivision between the connection of the NSR Chicago Line and the B&OCT line at Pine Junction, IN (CP 497) and: (i) the connection with B&OCT's McCook Subdivision at Blue Island Junction, IL, at or near MP DC 14.9, a distance of approximately 14.9 miles; and beyond to (ii) the B&OCT/IHB connection at McCook, IL, at or near MP 28.5, a distance of approximately 13.6 miles. In STB Finance Docket No. 33388 (Sub-No. 34), CSXT and NW have filed a notice of exemption under 49 CFR 1180.2(d)(7) regarding the acquisition by CSXT of overhead trackage rights over approximately 45.5 miles of a NW line between Bucyrus, OH, at or near NW MP S-63.0, and Sandusky, OH, at or near NW MP S-108.5. The trackage rights to be acquired by CSXT, although described as ``overhead'' trackage rights, will allow CSXT to access 2-to-1 shippers at Sandusky. In STB Docket Nos. AB-167 (Sub-No. 1181X) and AB-55 (Sub-No. 551X), CRC and CSXT, respectively, have filed a notice of exemption under 49 CFR 1152.50 to abandon an approximately 29-mile portion of the Danville Secondary Track between MP 93.00 plus-minus at Paris, IL, and MP 122.00 plus-minus at Danville, IL, in Edgar and Vermilion Counties, IL. The line, which is presently owned and operated by CRC and which is proposed to be operated by CSXT pursuant to the authority sought in the primary application, traverses United States Postal Service Zip Codes 61846, 61870, 61883, 61924, and 61944. In STB Docket No. AB-290 (Sub-No. 194X), NW has filed a notice of exemption under 49 CFR 1152.50 to abandon a line between MP SK-2.5 near South Bend, IN, and MP SK-24.0 near Dillon Junction, IN, a distance of approximately 21.5 miles in St. Joseph and La Porte Counties, IN. The line traverses or adjoins United States Postal Service Zip Codes 46613, 46614, 46619, 46536, 46554, and 46365. In STB Docket No. AB-290 (Sub-No. 195X), NW has filed a petition under 49 U.S.C. 10502 for exemption from the provisions of 49 U.S.C. 10903 to abandon a line between MP I-137.3 near Dillon Junction, IN, and MP I-158.8 near Michigan City, IN, a distance of approximately 21.5 miles in La Porte County, IN. The line traverses or adjoins United States Postal Service Zip Codes 46350 and 46360. In STB Docket No. AB-290 (Sub-No. 196X), NW has filed a petition under 49 U.S.C. 10502 for exemption from the provisions of 49 U.S.C. 10903 to abandon a line between MP TM-5.0 in Toledo, OH, and MP TM-12.5 near Maumee, OH, a distance of approximately 7.5 miles in Lucas County, OH. The line traverses or adjoins United States Postal Service Zip Codes 43612, 43613, 43606, 43607, 43609, and 43614. In STB Docket No. AB-290 (Sub-No. 197X), NW has filed a notice of exemption under 49 CFR 1152.50 to abandon the Toledo Pivot Bridge extending between MP CS-2.8 and MP CS-3.0 near Toledo, OH, a distance of approximately 0.2 miles in Lucas County, OH. The line traverses or adjoins either United States Postal Service Zip Code 42611 or United States Postal Service Zip Code 43611. Primary Application and Related Filings Accepted. We are accepting the primary application for consideration because it is in substantial compliance with the applicable regulations, waivers, and requirements. We are also accepting for consideration all of the related filings, which are also in substantial compliance with the applicable regulations, waivers, and requirements. We reserve the right to require the filing of supplemental information from applicants or any other party or individual, if necessary to complete the record in this matter. Procedural Schedule In Decision No. 6, served May 30, 1997, we adopted a procedural schedule.To provide further notice to interested persons, we have attached that schedule to this decision as Appendix B and have filled in all of the dates. In Decision No. 9, we added to the procedural schedule adopted in Decision No. 6 by requiring applicants to file, by September 5, 1997, Preliminary Draft Environmental Assessments for the construction projects referenced in the STB Finance Docket No. 33388 (Sub-Nos. 1, 2, 3, 4, 5, 6, and 7) embraced dockets. As indicated in the notice published in the Federal Register on July 11, 1997, we will consider on an expedited basis, in advance of our consideration of the primary application: (i) the physical construction of the Crestline connection track, as proposed in the STB Finance Docket No. 33388 (Sub-No. 1) embraced docket; and (ii) operation thereover by CSXT. As indicated in the notices published in the Federal Register concurrently herewith, we will consider on an expedited basis, in advance of our consideration of the primary application: (i) the physical construction of the Willow Creek, Greenwich, Sidney Junction, Sidney, Alexandria, and Bucyrus connection tracks, as proposed in the STB Finance Docket No. 33388 (Sub-Nos. 2, 3, 4, 5, 6, and 7) embraced dockets, respectively; and (ii) operation thereover by applicants. As further indicated in the notice published on July 11, 1997, and in the notices published concurrently herewith, the operational implications of the transactions proposed in the primary application and in the related filings as a whole, including proposed operations over the Crestline, Willow Creek, Greenwich, Sidney Junction, Sidney, Alexandria, and Bucyrus connection tracks, if authorized, will be examined in the context of the EIS that will be prepared by SEA. It is ordered: 1. The primary application in STB Finance Docket No. 33388, and the related filings in the various embraced dockets listed in Appendix A, are accepted for consideration. 2. The parties shall comply with the procedural requirements described in this decision. 3. Any appeal to a decision issued by Judge Leventhal must be filed within 3 working days of the date of his decision, and any response to any such appeal must be filed within 3 working days of the date of filing of the appeal. 4. Any reply to any motion filed with the Board itself in the first instance must be filed within 3 working days of the date of filing of the motion. 5. This decision is effective on July 23, 1997. Decided: July 15, 1997. Appendix A--Embraced Proceedings This decision covers both the STB Finance Docket No. 33388 lead proceeding and the following embraced proceedings: STB Finance Docket No. 33388 (Sub-No. 1), CSX Transportation, Inc.--Construction and Operation Exemption--Connection Track at Crestline, OH; STB Finance Docket No. 33388 (Sub-No. 2), CSX Transportation, Inc.--Construction and Operation Exemption--Connection Track at Willow Creek, IN; STB Finance Docket No. 33388 (Sub-No. 3), CSX Transportation, Inc.--Construction and Operation Exemption--Connection Tracks at Greenwich, OH; STB Finance Docket No. 33388 (Sub-No. 4), CSX Transportation, Inc.--Construction and Operation Exemption--Connection Track at Sidney Junction, OH; STB Finance Docket No. 33388 (Sub-No. 5), Norfolk and Western Railway Company--Construction and Operation Exemption--Connecting Track With Union Pacific Railroad Company at Sidney, IL; STB Finance Docket No. 33388 (Sub-No. 6), Norfolk and Western Railway Company--Construction and Operation Exemption--Connecting Track With Consolidated Rail Corporation at Alexandria, IN; STB Finance Docket No. 33388 (Sub-No. 7), Norfolk and Western Railway Company--Construction and Operation Exemption--Connecting Track With Consolidated Rail Corporation at Bucyrus, OH; STB Finance Docket No. 33388 (Sub-No. 8), CSX Transportation, Inc.--Construction and Operation Exemption--Connection Track at Little Ferry, NJ; STB Finance Docket No. 33388 (Sub-No. 9), CSX Transportation, Inc. and The Baltimore and Ohio Chicago Terminal Railroad Company-- Construction and Operation Exemption--Connection Track at 75th Street SW, Chicago, IL; STB Finance Docket No. 33388 (Sub-No. 10), CSX Transportation, Inc.--Construction and Operation Exemption--Connection Track at Exermont, IL; STB Finance Docket No. 33388 (Sub-No. 11), CSX Transportation, Inc. and The Baltimore and Ohio Chicago Terminal Railroad Company-- Construction and Operation Exemption--Connection Track at Lincoln Avenue, Chicago, IL; STB Finance Docket No. 33388 (Sub-No. 12), Norfolk Southern Railway Company--Construction and Operation Exemption--Connecting Track With Consolidated Rail Corporation at Kankakee, IL; STB Finance Docket No. 33388 (Sub-No. 13), Norfolk and Western Railway Company--Construction and Operation Exemption--Connecting Track With Illinois Central Railroad Company at Tolono, IL; STB Finance Docket No. 33388 (Sub-No. 14), Norfolk and Western Railway Company--Construction and Operation Exemption--Connecting Track With Consolidated Rail Corporation at Butler, IN; STB Finance Docket No. 33388 (Sub-No. 15), Norfolk and Western Railway Company--Construction and Operation Exemption--Connecting Track With Consolidated Rail Corporation at Tolleston, IN; STB Finance Docket No. 33388 (Sub-No. 16), Norfolk and Western Railway Company--Construction and Operation Exemption--Connecting Track With Consolidated Rail Corporation at Hagerstown, MD; STB Finance Docket No. 33388 (Sub-No. 17), Norfolk and Western Railway Company--Construction and Operation Exemption--Connecting Track With Consolidated Rail Corporation at Ecorse Junction (Detroit), MI; STB Finance Docket No. 33388 (Sub-No. 18), Norfolk and Western Railway Company--Construction and Operation Exemption--Connecting Track With Consolidated Rail Corporation at Blasdell (Buffalo), NY; STB Finance Docket No. 33388 (Sub-No. 19), Norfolk and Western Railway Company--Construction and Operation Exemption--Connecting Track With Consolidated Rail Corporation at Gardenville Junction (Buffalo), NY; STB Finance Docket No. 33388 (Sub-No. 20), Norfolk and Western Railway Company--Construction and Operation Exemption--Connecting Track With Consolidated Rail Corporation at Columbus, OH; STB Finance Docket No. 33388 (Sub-No. 21), Norfolk and Western Railway Company--Construction and Operation Exemption--Connecting Track With Consolidated Rail Corporation at Oak Harbor, OH; STB Finance Docket No. 33388 (Sub-No. 22), Norfolk and Western Railway Company--Construction and Operation Exemption--Connecting Track With Consolidated Rail Corporation at Vermilion, OH; STB Finance Docket No. 33388 (Sub-No. 23), Norfolk and Western Railway Company--Joint Relocation Project Exemption--Over CSX Transportation, Inc. (Currently Consolidated Rail Corporation) at Erie, PA; STB Finance Docket No. 33388 (Sub-No. 24), Consolidated Rail Corporation-- Acquisition Exemption--Line Between Fort Wayne, IN, and Tolleston (Gary), IN; STB Finance Docket No. 33388 (Sub-No. 25), Norfolk and Western Railway Company--Trackage Rights Exemption--CSX Transportation, Inc.; STB Finance Docket No. 33388 (Sub-No. 26), CSX Corporation and CSX Transportation, Inc.--Control--The Lakefront Dock and Railroad Terminal Company; STB Finance Docket No. 33388 (Sub-No. 27), Norfolk and Western Railway Company--Trackage Rights Exemption--CSX Transportation, Inc.; STB Finance Docket No. 33388 (Sub-No. 28), CSX Transportation, Inc.-- Trackage Rights Exemption--Norfolk and Western Railway Company; STB Finance Docket No. 33388 (Sub-No. 29), CSX Transportation, Inc.-- Trackage Rights Exemption--Norfolk and Western Railway Company; STB Finance Docket No. 33388 (Sub-No. 30), Norfolk and Western Railway Company--Trackage Rights Exemption--CSX Transportation, Inc.; STB Finance Docket No. 33388 (Sub-No. 31), CSX Corporation and CSX Transportation, Inc.--Control Exemption--Albany Port Railroad Corporation; STB Finance Docket No. 33388 (Sub-No. 32), Norfolk and Western Railway Company--Trackage Rights Exemption--The Baltimore and Ohio Chicago Terminal Railroad Company; STB Finance Docket No. 33388 (Sub-No. 33), Norfolk and Western Railway Company--Trackage Rights Exemption--The Baltimore and Ohio Chicago Terminal Railroad Company; STB Finance Docket No. 33388 (Sub-No. 34), CSX Transportation, Inc.-- Trackage Rights Exemption--Norfolk and Western Railway Company; STB Docket No. AB-167 (Sub-No. 1181X), Consolidated Rail Corporation-- Abandonment Exemption--In Edgar and Vermilion Counties, IL; STB Docket No. AB-55 (Sub-No. 551X), CSX Transportation, Inc.-- Abandonment Exemption--In Edgar and Vermilion Counties, IL; STB Docket No. AB-290 (Sub-No. 194X), Norfolk and Western Railway Company--Abandonment Exemption--Between South Bend and Dillon Junction in St. Joseph and La Porte Counties, IN; STB Docket No. AB-290 (Sub-No. 195X), Norfolk and Western Railway Company--Abandonment Exemption--Between Dillon Junction and Michigan City in La Porte County, IN; STB Docket No. AB-290 (Sub-No. 196X), Norfolk and Western Railway Company--Abandonment Exemption--Between Toledo and Maumee in Lucas County, OH; and STB Docket No. AB-290 (Sub-No. 197X), Norfolk and Western Railway Company--Abandonment Exemption--Toledo Pivot Bridge in Lucas County, OH. Appendix B: Procedural Schedule May 16, 1997 Preliminary Environmental Report filed. June 23, 1997 Primary application and related filings filed. Environmental Report filed. July 23, 1997 Publication in the Federal Register, by this date, of: notice of acceptance of primary application and related filings; and notice of the five related abandonment filings. August 6, 1997 Comments on the draft scope of the Environmental Impact Statement due. August 7, 1997 Notice of intent to participate in proceeding due. August 22, 1997 Description of anticipated responsive (including inconsistent) applications due; petitions for waiver or clarification due with respect to such applications. September 5, 1997 Preliminary Draft Environmental Assessments for the construction projects referenced in Decision No. 9 due. October 1, 1997 Responsive Environmental Report and Environmental Verified Statements of responsive (including inconsistent) applicants due. October 21, 1997 Responsive (including inconsistent) applications due. All comments, protests, and requests for conditions, and any other opposition evidence and argument, due. Comments of the U.S. Secretary of Transportation and the U.S. Attorney General due. With respect to all related abandonments: opposition submissions, requests for public use conditions, and Trails Act requests due. November 20, 1997 Notice of acceptance (if required) of responsive (including inconsistent) applications published in the Federal Register. December 15, 1997 Response to responsive (including inconsistent) applications due. Response to comments, protests, requested conditions, and other opposition evidence and argument due. Rebuttal in support of primary application and related filings due. With respect to all related abandonments: rebuttal due; and responses to requests for public use and Trails Act conditions due. January 14, 1998 Rebuttal in support of responsive (including inconsistent) applications due. February 23, 1998 Briefs due, all parties (not to exceed 50 pages). April 9, 1998 Oral argument (close of record). April 14, 1998 Voting conference (at Board's discretion). June 8, 1998 Date of service of final decision. With respect to any exempted abandonments: offers of financial assistance may be filed no later than 10 days after the date of service of the final decision. ----------------------------------------------------------------------- DEPARTMENT OF TRANSPORTATION Surface Transportation Board [STB Finance Docket No. 33388 (Sub-No. 3)] CSX Transportation, Inc.--Construction and Operation Exemption-- Connection Tracks at Greenwich, OH ACTION: Notice of exemption; request for comments. SUMMARY: On June 23, 1997, CSX Transportation, Inc. (CSXT) and Consolidated Rail Corporation (CRC), pursuant to 49 U.S.C. 10502, filed a petition for exemption from the prior approval requirements of 49 U.S.C. 10901 to construct and operate a connection track at Greenwich, OH. The Board seeks comments from interested persons respecting the exemption criteria and any other non-environmental concerns involved in our approval of the construction and operation of CSXT's and CRC's Greenwich construction project sought in STB Finance Docket No. 33388 (Sub-No. 3). SUPPLEMENTARY INFORMATION: On June 23, 1997, CSX Corporation (CSXC), CSXT, Norfolk Southern Corporation (NSC), Norfolk Southern Railway Company (NSR), Conrail Inc. (CRR), and CRC filed their primary application in the CSX/NS/CR proceeding seeking our authorization for: (a) the acquisition by CSX and NS of control of Conrail; and (b) division of Conrail's assets by and between CSX and NS. In Decision No. 9 in that proceeding, we granted the requests by applicants, with respect to four CSX construction projects and three NS construction projects, for waivers of our otherwise applicable ``everything goes together'' rule. The waivers would allow CSX and NS to begin the physical construction following the completion of our environmental review of the construction projects, and our issuance of further decisions exempting or approving the proposals, but prior to our approval of the primary application. This petition for exemption for the construction at Greenwich, OH, concerns one of the seven construction projects. By this notice, we are inviting comments on whether the proposed transaction meets the applicable exemption criteria and on any other non-environmental concerns regarding the construction and operation of this particular project. Pursuant to 49 U.S.C. 10502, CSXT and CRC have filed a petition for exemption from the prior approval provisions of 49 U.S.C. 10901 to construct and operate connection tracks in Greenwich, OH. CSXT and CRC cross each other at Greenwich. CSXT and CRC propose to construct connection tracks in the northwest and southeast quadrants between CSXT's main line and CRC's main line at Greenwich. The connection in the northwest quadrant will extend approximately 4,600 feet between approximately milepost BG-193.1 on CSXT's main line between Chicago, IL, and Pittsburgh, PA, and approximately milepost 54.1 on CRC's main line between Cleveland and Cincinnati, OH. A portion of this connection in the northwest quadrant will be constructed on the existing trackage and/or right-of-way of the Wheeling & Lake Erie Railway Company. The connection in the southeast quadrant will extend approximately 1,044 feet between approximately milepost BG-192.5 on CSXT's main line and approximately milepost 54.6 on CRC's main line. CSXT anticipates that it must acquire approximately 0.4 acres of right- of-way to construct these connections. The parties indicate that they do not propose to operate over the connection at this time, and acknowledge that operation over this connection is related to, and contingent upon, the proposed control of Conrail by CSX and NS, approval of which is being sought in STB Finance Docket No. 33388. Under 49 U.S.C. 10901, a railroad may: (1) Construct an extension to any of its railroad lines; (2) construct an additional railroad line; or (3) provide transportation over an extended or additional railroad line, only if the Board issues a certificate authorizing such activity. However, under 49 U.S.C. 10502, the Board shall exempt a rail transaction from regulation when it finds that: (1) Application of the pertinent statutory provisions is not necessary to carry out the rail transportation policy of 49 U.S.C. 10101; and (2) either the transaction is of limited scope, or regulation is not needed to protect shippers from the abuse of market power. CSXT and CRC contend that exemption of its proposed construction and operation at Greenwich meets all of the elements of the rail transportation policy. Petitioners maintain that, by minimizing the regulatory expense and time inherent in a full application under the provisions of section 10901, exemption will expedite regulatory decisions and reduce regulatory barriers to entry into the industry. They state that exemption will also foster efficient management and promote a safe and efficient rail system. They also indicate that, if the Board approves the primary application, one of CSXT's most important service lanes will be its Northeastern Gateway route extending from Chicago to Albany, NY, with branches eastward to Boston and southward to Newark, NJ. This service lane will combine CSXT's current main line route from Chicago to Greenwich, and CRC's line between Greenwich and Albany. The lines comprising this service lane currently contain some of the most heavily traveled track on the proposed CSXT combined system. CSXT anticipates that traffic on this corridor will be as high as 50 trains per day within the next 3 years. CSXT and CRC state that the proposed connections at Greenwich are of paramount importance if CSXT's Northeastern Gateway service lane is to operate as anticipated. The connection track to be constructed in the northwest quadrant will connect these two main lines and allow the traffic to flow between Chicago and points in the East. CSXT anticipates that an average of 35 trains per day will operate over this connection. To compete effectively for traffic moving to and from Chicago and points in the East, CSXT intends to establish a second auxiliary route from the East into Chicago. This service lane will be created from the existing NS line between Chicago and Fort Wayne, which CSXT will operate, and CRC's existing lines between Fort Wayne and Crestline, and between Crestline and Greenwich. CSXT states that this auxiliary route will handle primarily bulk traffic that is less time sensitive. The connection track to be constructed in the southeast quadrant at Greenwich will allow this traffic to be routed through Crestline. CSXT anticipates that an average of 9 trains per day will operate over this connection. Petitioners maintain that, without these two connections, CSXT cannot physically handle traffic between its current rail line to Chicago and the CRC lines CSXT will operate. Petitioners state that the exemption will promote effective competition among rail carriers and with other modes, and meet the needs of the shipping public. According to petitioners, the creation of two competitive rail routes between the Northeast and Chicago is one of the most important public benefits of the proposed division of Conrail's assets. CSXT states that, by improving its operation in the Chicago area, the connections at Greenwich will assist CSXT in its competition with NSR and other modes of transportation. Should we determine that the Greenwich construction project could potentially cause, or contribute to, significant environmental impacts, then the project will be incorporated into the EIS for the proposed control transaction in STB Finance Docket No. 33388. As we have previously emphasized, our consideration of the seven construction projects does not, and will not, in any way, constitute approval of, or even indicate any consideration on our part respecting approval of, the primary application in STB Finance Docket No. 33388. If we grant any exemptions for these seven construction projects, applicants will not be allowed to argue that, because we have granted an exemption and applicants may have expended resources to construct a connection track, we should approve the primary application. Applicants have willingly assumed the risk that we may deny the primary application, or approve it subject to conditions unacceptable to applicants, or approve the primary application but deny an applicant's request to operate over any or all of the seven connections. Decided: July 16, 1997. ----------------------------------------------------------------------- DEPARTMENT OF TRANSPORTATION Surface Transportation Board [STB Finance Docket No. 33388 (Sub-No. 2)] CSX Transportation, Inc.; Construction and Operation Exemption; Connection Track at Willow Creek, IN ACTION: Notice of exemption; request for comments. SUMMARY: On June 23, 1997, CSX Transportation, Inc. (CSXT) and Consolidated Rail Corporation (CRC), pursuant to 49 U.S.C. 10502, filed a petition for exemption from the prior approval requirements of 49 U.S.C. 10901 to construct and operate a connection track at Willow Creek, IN. The Board seeks comments from interested persons respecting the exemption criteria and any other non-environmental concerns involved in our approval of the construction and operation of CSXT's and CRC's Willow Creek construction project sought in STB Finance Docket No. 33388 (Sub-No. 2). SUPPLEMENTARY INFORMATION: On June 23, 1997, CSX Corporation (CSXC), CSXT, Norfolk Southern Corporation (NSC), Norfolk Southern Railway Company (NSR), Conrail Inc. (CRR), and CRC filed their primary application in the CSX/NS/CR proceeding seeking our authorization for: (a) The acquisition by CSX and NS of control of Conrail; and (b) division of Conrail's assets by and between CSX and NS. In Decision No. 9 in that proceeding, we granted the requests by applicants, with respect to four CSX construction projects and three NS construction projects, for waivers of our otherwise applicable ``everything goes together'' rule. The waivers would allow CSX and NS to begin the physical construction following the completion of our environmental review of the construction projects, and our issuance of further decisions exempting or approving the proposals, but prior to our approval of the primary application. This petition for exemption for the construction at Willow Creek, IN, concerns one of the seven construction projects. By this notice, we are inviting comments on whether the proposed transaction meets the applicable exemption criteria and on any other non-environmental concerns regarding the construction and operation of this particular project. Pursuant to 49 U.S.C. 10502, CSXT and CRC have filed a petition for exemption from the prior approval provisions of 49 U.S.C. 10901 to construct and operate a connection track in Willow Creek, IN. CSXT and CRC cross each other at Willow Creek. CSXT and CRC propose to construct a connection track in the southeast quadrant between CSXT's main line and CRC's main line. The connection will extend approximately 2,800 feet between approximately milepost BI-236.5 on CSXT's main line between Garrett, IN, and Chicago, IL, and approximately milepost 248.8 on CRC's main line between Porter and Gibson Yard, IN, near Chicago. CSXT anticipates that it must acquire approximately 0.2 acres of right-of-way to construct this connection. CSXT should reconsider the MP 248.8 designation; our review of CRC's timetable for its Porter Branch suggests that the correct designation may be MP 246.8. The parties indicate that they do not propose to operate over the connection at this time, and acknowledge that operation over this connection is related to, and contingent upon, the proposed control of Conrail by CSX and NS, approval of which is being sought in STB Finance Docket No. 33388. Under 49 U.S.C. 10901, a railroad may: (1) Construct an extension to any of its railroad lines; (2) construct an additional railroad line; or (3) provide transportation over an extended or additional railroad line, only if the Board issues a certificate authorizing such activity. However, under 49 U.S.C. 10502, the Board shall exempt a rail transaction from regulation when it finds that: (1) Application of the pertinent statutory provisions is not necessary to carry out the rail transportation policy of 49 U.S.C. 10101; and (2) either the transaction is of limited scope, or regulation is not needed to protect shippers from the abuse of market power. CSXT and CRC contend that exemption of its proposed construction and operation at Willow Creek meets all of the elements of the rail transportation policy. Petitioners maintain that, by minimizing the regulatory expense and time inherent in a full application under the provisions of section 10901, exemption will expedite regulatory decisions and reduce regulatory barriers to entry into the industry. They state that exemption will also foster efficient management and promote a safe and efficient rail system. They also indicate that, if the Board approves the primary application, one of CSXT's most important service lanes will be its Northeastern Gateway route extending from Chicago to Albany, NY, with branches eastward to Boston and southward to Newark, NJ. This service lane will combine CSXT's current main line route from Chicago to Greenwich, OH, and CRC's line between Greenwich and Albany. The lines comprising this service lane currently contain some of the most heavily traveled track on the proposed CSXT combined system. CSXT anticipates that traffic on this corridor will be as high as 50 trains per day within the next 3 years. CSXT and CRC state that the proposed connection at Willow Creek will facilitate the substantial traffic volume CSXT expects to move via the Northeastern Gateway route to and from Chicago. Petitioners indicate that the proposed connection at Willow Creek will provide a direct link between CRC and CSXT tracks and the parallel line of Indiana Harbor Belt Railroad (IHB) at Willow Creek. The connection will allow the CRC and CSXT lines to be used interchangeably as traffic conditions warrant. Petitioners maintain that the option to switch to IHB at Willow Creek will provide a third main track into Chicago in the 20-mile segment between Porter and the Chicago Terminal at Hammond, IN. CSXT expects that an average of 11 trains per day will operate over this connection. Petitioners state that the exemption will promote effective competition among rail carriers and with other modes, and meet the needs of the shipping public. According to petitioners, the creation of two competitive rail routes between the Northeast and Chicago is one of the most important public benefits of the proposed division of Conrail's assets. CSXT states that, by improving its operation in the Chicago area, the connection at Willow Creek will assist CSXT in its competition with NSR and other modes of transportation. Should we determine that the Willow Creek construction project could potentially cause, or contribute to, significant environmental impacts, then the project will be incorporated into the EIS for the proposed control transaction in STB Finance Docket No. 33388. As we have previously emphasized, our consideration of the seven construction projects does not, and will not, in any way, constitute approval of, or even indicate any consideration on our part respecting approval of, the primary application in STB Finance Docket No. 33388. If we grant any exemptions for these seven construction projects, applicants will not be allowed to argue that, because we have granted an exemption and applicants may have expended resources to construct a connection track, we should approve the primary application. Applicants have willingly assumed the risk that we may deny the primary application, or approve it subject to conditions unacceptable to applicants, or approve the primary application but deny an applicant's request to operate over any or all of the seven connections. Decided: July 16, 1997. ----------------------------------------------------------------------- DEPARTMENT OF TRANSPORTATION Surface Transportation Board [STB Finance Docket No. 33388 (Sub-No. 4)] CSX Transportation, Inc.--Construction and Operation Exemption-- Connection Track at Sidney Junction, OH ACTION: Notice of exemption; Request for comments. SUMMARY: On June 23, 1997, CSX Transportation, Inc. (CSXT) and Consolidated Rail Corporation (CRC), pursuant to 49 U.S.C. 10502, filed a petition for exemption from the prior approval requirements of 49 U.S.C. 10901 to construct and operate a connection track at Sidney Junction, OH. The Board seeks comments from interested persons respecting the exemption criteria and any other non- environmental concerns involved in our approval of the construction and operation of CSXT's and CRC's Sidney Junction construction project sought in STB Finance Docket No. 33388 (Sub-No. 4). SUPPLEMENTARY INFORMATION: On June 23, 1997, CSX Corporation (CSXC), CSXT, Norfolk Southern Corporation (NSC), Norfolk Southern Railway Company (NSR), Conrail Inc. (CRR), and CRC filed their primary application in the CSX/NS/CR proceeding seeking our authorization for: (a) The acquisition by CSX and NS of control of Conrail; and (b) division of Conrail's assets by and between CSX and NS. In Decision No. 9 in that proceeding, we granted the requests by applicants, with respect to four CSX construction projects and three NS construction projects, for waivers of our otherwise applicable ``everything goes together'' rule. The waivers would allow CSX and NS to begin the physical construction following the completion of our environmental review of the construction projects, and our issuance of further decisions exempting or approving the proposals, but prior to our approval of the primary application. This petition for exemption for the construction at Sidney Junction, OH, concerns one of the seven construction projects. By this notice, we are inviting comments on whether the proposed transaction meets the applicable exemption criteria and on any other non-environmental concerns regarding the construction and operation of this particular project. Pursuant to 49 U.S.C. 10502, CSXT and CRC have filed a petition for exemption from the prior approval provisions of 49 U.S.C. 10901 to construct and operate a connection track in Sidney Junction, OH. CSXT and CRC cross each other at Sidney Junction. CSXT and CRC propose to construct a connection track in the southeast quadrant between CSXT's main line and CRC's main line. The connection will extend approximately 3,263 feet between approximately milepost BE- 96.5 on CSXT's main line between Cincinnati and Toledo, OH, and approximately milepost 163.5 on CRC's main line between Cleveland, OH, and Indianapolis, IN. CSXT anticipates that it must acquire approximately 2.6 acres of right-of-way to construct this connection. The parties indicate that they do not propose to operate over the connection at this time, and acknowledge that operation over this connection is related to, and contingent upon, the proposed control of Conrail by CSX and NS, approval of which is being sought in STB Finance Docket No. 33388. Under 49 U.S.C. 10901, a railroad may: (1) Construct an extension to any of its railroad lines; (2) construct an additional railroad line; or (3) provide transportation over an extended or additional railroad line, only if the Board issues a certificate authorizing such activity. However, under 49 U.S.C. 10502, the Board shall exempt a rail transaction from regulation when it finds that: (1) Application of the pertinent statutory provisions is not necessary to carry out the rail transportation policy of 49 U.S.C. 10101; and (2) either the transaction is of limited scope, or regulation is not needed to protect shippers from the abuse of market power. CSXT and CRC contend that exemption of the proposed construction and operation at Sidney Junction meets all of the elements of the rail transportation policy. Petitioners maintain that, by minimizing the regulatory expense and time inherent in a full application under the provisions of section 10901, exemption will expedite regulatory decisions and reduce regulatory barriers to entry into the industry. They state that exemption will also foster efficient management and promote a safe and efficient rail system. They also indicate that, if the Board approves the primary application, one of CSXT's extremely important service lanes will be its Memphis Gateway route combining CRC's routes in and to the Northeast with CSXT's present route between Cincinnati and Memphis, TN. According to petitioners, this service lane will provide efficient single line service between CSXT's Memphis Gateway and important markets in the eastern United States. Petitioners indicate that the Memphis Gateway service lane will use CSXT's existing route between Memphis and Sidney, OH, via Cincinnati, and CRC's existing St. Louis line between Sidney and Cleveland, where CSXT will connect with its other service lanes going to the eastern United States. By taking advantage of increased volumes and developing reciprocal overhead blocking strategies with western roads, CSXT maintains that it can avoid classifying traffic to the Northeast at its Cincinnati and Nashville terminals. Westbound CSXT traffic originating in the East and South will be classified in blocks for movement to western points beyond Memphis. Petitioners state that the exemption will promote effective competition among rail carriers and with other modes, and meet the needs of the shipping public. According to petitioners, the connection at Sidney Junction is crucial to the Memphis Gateway service lane. This connection will connect CSXT's Cincinnati-Toledo line with CRC's Cleveland-Indianapolis line, thus allowing single line service from the Northeast to Memphis. CSXT anticipates that an average of 9.6 trains per day will be operated over this new connection at Sidney Junction. Should we determine that the Sidney Junction construction project could potentially cause, or contribute to, significant environmental impacts, then the project will be incorporated into the EIS for the proposed control transaction in STB Finance Docket No. 33388. As we have previously emphasized, our consideration of the seven construction projects does not, and will not, in any way, constitute approval of, or even indicate any consideration on our part respecting approval of, the primary application in STB Finance Docket No. 33388. If we grant any exemptions for these seven construction projects, applicants will not be allowed to argue that, because we have granted an exemption and applicants may have expended resources to construct a connection track, we should approve the primary application. Applicants have willingly assumed the risk that we may deny the primary application, or approve it subject to conditions unacceptable to applicants, or approve the primary application but deny an applicant's request to operate over any or all of the seven connections. Decided: July 16, 1997. ----------------------------------------------------------------------- DEPARTMENT OF TRANSPORTATION Surface Transportation Board [STB Finance Docket No. 33422] Luxapalila Valley Railroad, Inc.--Trackage Rights Exemption-- Columbus and Greenville Railway Company Columbus and Greenville Railway Company (C&G) will agree to grant local and overhead trackage rights to Luxapalila Valley Railroad, Inc. (LVR) over approximately 175 miles of track between Columbus and Greenville, MS. Both C&G and LVR are Class III railroads owned by CAGY Industries, Inc. (CAGY). The transaction was scheduled to be consummated on the July 14, 1997 effective date of the exemption. The purpose of the trackage rights is to enable CAGY to deploy the resources of its two subsidiary railroads more efficiently, by using their respective locomotives and crews interchangeably. Decided: July 16, 1997. ----------------------------------------------------------------------- DEPARTMENT OF TRANSPORTATION Surface Transportation Board [STB Finance Docket No. 33388 (Sub-No. 5)] Norfolk and Western Railway Company--Construction and Operation Exemption--Connecting Track with Union Pacific Railroad Company at Sidney, IL ACTION: Notice of exemption; request for comments. SUMMARY: On June 23, 1997, Norfolk and Western Railway Company (NW), a wholly owned subsidiary of Norfolk Southern Railway Company (NSR), pursuant to 49 U.S.C. 10502, filed a petition for exemption from the prior approval requirements of 49 U.S.C. 10901 to construct and operate a connection track at Sidney, IL. The Board seeks comments from interested persons respecting the exemption criteria and any other non-environmental concerns involved in our approval of the construction and operation of NW's Sidney construction project sought in STB Finance Docket No. 33388 (Sub-No. 5). SUPPLEMENTARY INFORMATION: On June 23, 1997, CSX Corporation (CSXC), CSX Transportation, Inc. (CSXT), Norfolk Southern Corporation (NSC), NSR, Conrail Inc. (CRR), and Consolidated Rail Corporation (CRC) filed their primary application in the CSX/NS/CR proceeding seeking our authorization for: (a) The acquisition by CSX and NS of control of Conrail; and (b) division of Conrail's assets by and between CSX and NS. In Decision No. 9 in that proceeding, we granted the requests by applicants, with respect to four CSX construction projects and three NS construction projects, for waivers of our otherwise applicable ``everything goes together'' rule. The waivers would allow CSX and NS to begin the physical construction following the completion of our environmental review of the construction projects, and our issuance of further decisions exempting or approving the proposals, but prior to our approval of the primary application. This petition for exemption for the construction at Sidney, IL, concerns one of the seven construction projects. By this notice, we are inviting comments on whether the proposed transaction meets the applicable exemption criteria and on any other non-environmental concerns regarding the construction and operation of this particular project. Pursuant to 49 U.S.C. 10502, NW has filed a petition for exemption from the prior approval provisions of 49 U.S.C. 10901 to construct and operate a connection track in Sidney, IL. The connection would link Union Pacific Railroad Company's (UPRR) north-south rail line between Chicago, IL, and St. Louis, MO, and NW's east-west rail line between Decatur and Tilton, IL. The track will be approximately 3,256 feet in length, occupy approximately 7.3 acres of land, and will be in the southwest quadrant of the intersection of the two lines at Sidney, IL. NW estimates that 10 trains per day will operate over the proposed track, and that the proposed construction will cost about $1.8 million. NW indicates that the Sidney connecting track will permit it to link the NS and Conrail rail systems to provide an efficient, less congested route, partially via UPRR, between St. Louis and eastern points on the combined system. Petitioner maintains that the connection will improve the efficiency and quality of NS's rail service by adding or expanding facilities to handle anticipated increases in rail traffic, and by improving NS's handling of through traffic between Tilton and eastern points. NW also indicates that the connection will not add new industries or territory to the combined NS/Conrail system proposed in the primary application. Under 49 U.S.C. 10901, a railroad may: (1) Construct an extension to any of its railroad lines; (2) construct an additional railroad line; or (3) provide transportation over an extended or additional railroad line, only if the Board issues a certificate authorizing such activity. However, under 49 U.S.C. 10502, the Board shall exempt a rail transaction from regulation when it finds that: (1) Application of the pertinent statutory provisions is not necessary to carry out the rail transportation policy of 49 U.S.C. 10101; and (2) either the transaction is of limited scope, or regulation is not needed to protect shippers from the abuse of market power. NW contends that detailed scrutiny of this transaction under 49 U.S.C. 10901 is not necessary to carry out the rail transportation policy. NW states that the exemption will promote that policy by enabling NS to compete more effectively and efficiently with other rail carriers, especially CSX, if the primary application is granted. According to NW, the proposed connection will increase competition, minimize the need for federal regulatory control over rates and services, and avoid undue concentrations of market power. NW maintains that the proposed track connection will increase, rather than reduce, rail competition, and will therefore tend to reduce market power and increase the welfare of shippers. NW states that the transaction is limited in scope because the length of the track to be constructed is short (approximately 3,256 feet) and, although the connection may shorten routes or expedite traffic and provide additional interchanges between main line tracks, it will not extend the line into new territories or industries. Should we determine that the Sidney construction project could potentially cause, or contribute to, significant environmental impacts, then the project will be incorporated into the EIS for the proposed control transaction in STB Finance Docket No. 33388. As we have previously emphasized, our consideration of the seven construction projects does not, and will not, in any way, constitute approval of, or even indicate any consideration on our part respecting approval of, the primary application in STB Finance Docket No. 33388. If we grant any exemptions for these seven construction projects, applicants will not be allowed to argue that, because we have granted an exemption and applicants may have expended resources to construct a connection track, we should approve the primary application. Applicants have willingly assumed the risk that we may deny the primary application, or approve it subject to conditions unacceptable to applicants, or approve the primary application but deny an applicant's request to operate over any or all of the seven connections. Decided: July 16, 1997. ----------------------------------------------------------------------- DEPARTMENT OF TRANSPORTATION Surface Transportation Board [STB Finance Docket No. 33388 (Sub-No. 7)] Norfolk and Western Railway Company--Construction and Operation Exemption--Connecting Track with Consolidated Rail Corporation at Bucyrus, OH ACTION: Notice of exemption; Request for comments. SUMMARY: On June 23, 1997, Norfolk and Western Railway Company (NW), a wholly owned subsidiary of Norfolk Southern Railway Company (NSR), pursuant to 49 U.S.C. 10502, filed a petition for exemption from the prior approval requirements of 49 U.S.C. 10901 to construct and operate a connection track at Bucyrus, OH. The Board seeks comments from interested persons respecting the exemption criteria and any other non-environmental concerns involved in our approval of the construction and operation of NW's Bucyrus construction project sought in STB Finance Docket No. 33388 (Sub-No. 7). SUPPLEMENTARY INFORMATION: On June 23, 1997, CSX Corporation (CSXC), CSX Transportation, Inc. (CSXT), Norfolk Southern Corporation (NSC), NSR, Conrail Inc. (CRR), and Consolidated Rail Corporation (CRC) filed their primary application in the CSX/NS/CR proceeding seeking our authorization for: (a) the acquisition by CSX and NS of control of Conrail; and (b) division of Conrail's assets by and between CSX and NS. In Decision No. 9 in that proceeding, we granted the requests by applicants, with respect to four CSX construction projects and three NS construction projects, for waivers of our otherwise applicable ``everything goes together'' rule. The waivers would allow CSX and NS to begin the physical construction following the completion of our environmental review of the construction projects, and our issuance of further decisions exempting or approving the proposals, but prior to our approval of the primary application. This petition for exemption for the construction at Bucyrus, OH, concerns one of the seven construction projects. By this notice, we are inviting comments on whether the proposed transaction meets the applicable exemption criteria and on any other non-environmental concerns regarding the construction and operation of this particular project. Pursuant to 49 U.S.C. 10502, NW has filed a petition for exemption from the prior approval provisions of 49 U.S.C. 10901 to construct and operate a connection track at Bucyrus, OH, between Conrail's line from Ft. Wayne, IN, to Crestline, OH, and NW's line from Bellevue, OH, to Columbus, OH. The connection will be approximately 2,467 feet in length, occupy approximately 5.5 acres of land, and will be in the southeast quadrant of the intersection of the two lines at Bucyrus. NW estimates that eight trains per day will operate over the proposed track, and that the proposed construction will cost about $2,264,000. NW indicates that the Bucyrus connecting track will permit it to link the NS and Conrail rail systems to provide an efficient, less congested route between Crestline and eastern points, and Columbus. Petitioner maintains that the connection will improve the efficiency and quality of NS's rail service by adding or expanding facilities to handle anticipated increases in rail traffic, and by improving NS's handling of through traffic via the Bucyrus connection. NW also indicates that the connection will not add new industries or territory to the combined NS/Conrail system proposed in the primary application. Under 49 U.S.C. 10901, a railroad may: (1) Construct an extension to any of its railroad lines; (2) construct an additional railroad line; or (3) provide transportation over an extended or additional railroad line, only if the Board issues a certificate authorizing such activity. However, under 49 U.S.C. 10502, the Board shall exempt a rail transaction from regulation when it finds that: (1) application of the pertinent statutory provisions is not necessary to carry out the rail transportation policy of 49 U.S.C. 10101; and (2) either the transaction is of limited scope, or regulation is not needed to protect shippers from the abuse of market power. NW contends that detailed scrutiny of this transaction under 49 U.S.C. 10901 is not necessary to carry out the rail transportation policy. NW states that the exemption will promote that policy by enabling NS to compete more effectively and efficiently with other rail carriers, especially CSX, if the primary application is granted. According to NW, the proposed connection will increase competition, minimize the need for federal regulatory control over rates and services, and avoid undue concentrations of market power. NW maintains that the proposed track connection will increase, rather than reduce, rail competition, and will therefore tend to reduce market power and increase the welfare of shippers. NW states that the transaction is limited in scope because the length of the track to be constructed is short (approximately 2,467 feet) and, although the connection may shorten routes or expedite traffic and provide additional interchanges between main line tracks, it will not extend the line into new territories or industries. Should we determine that the Bucyrus construction project could potentially cause, or contribute to, significant environmental impacts, then the project will be incorporated into the EIS for the proposed control transaction in STB Finance Docket No. 33388. As we have previously emphasized, our consideration of the seven construction projects does not, and will not, in any way, constitute approval of, or even indicate any consideration on our part respecting approval of, the primary application in STB Finance Docket No. 33388. If we grant any exemptions for these seven construction projects, applicants will not be allowed to argue that, because we have granted an exemption and applicants may have expended resources to construct a connection track, we should approve the primary application. Applicants have willingly assumed the risk that we may deny the primary application, or approve it subject to conditions unacceptable to applicants, or approve the primary application but deny an applicant's request to operate over any or all of the seven connections. Decided: July 16, 1997. ----------------------------------------------------------------------- DEPARTMENT OF TRANSPORTATION Surface Transportation Board [STB Finance Docket No. 33388 (Sub-No. 6)] Norfolk and Western Railway Company--Construction and Operation Exemption--Connecting Track with Consolidated Rail Corporation at Alexandria, IN ACTION: Notice of exemption; Request for comments. SUMMARY: On June 23, 1997, Norfolk and Western Railway Company (NW), a wholly owned subsidiary of Norfolk Southern Railway Company (NSR), pursuant to 49 U.S.C. 10502, filed a petition for exemption from the prior approval requirements of 49 U.S.C. 10901 to construct and operate a connection track at Alexandria, The Board seeks comments from interested persons respecting the exemption criteria and any other non-environmental concerns involved in our approval of the construction and operation of NW's Alexandria construction project sought in STB Finance Docket No. 33388 (Sub-No. 6). SUPPLEMENTARY INFORMATION: On June 23, 1997, CSX Corporation (CSXC), CSX Transportation, Inc. (CSXT), Norfolk Southern Corporation (NSC), NSR, Conrail Inc. (CRR), and Consolidated Rail Corporation (CRC) filed their primary application in the CSX/NS/CR proceeding seeking our authorization for: (a) the acquisition by CSX and NS of control of Conrail; and (b) division of Conrail's assets by and between CSX and NS. In Decision No. 9 in that proceeding, we granted the requests by applicants, with respect to four CSX construction projects and three NS construction projects, for waivers of our otherwise applicable ``everything goes together'' rule. The waivers would allow CSX and NS to begin the physical construction following the completion of our environmental review of the construction projects, and our issuance of further decisions exempting or approving the proposals, but prior to our approval of the primary application. This petition for exemption for the construction at Alexandria, IN, concerns one of the seven construction projects. By this notice, we are inviting comments on whether the proposed transaction meets the applicable exemption criteria and on any other non-environmental concerns regarding the construction and operation of this particular project. Pursuant to 49 U.S.C. 10502, NW has filed a petition for exemption from the prior approval provisions of 49 U.S.C. 10901 to construct and operate a connection track in Alexandria, IN, between Conrail's line from Anderson to Goshen, IN, and NW's line from Muncie to Frankfort, IN. The connection will be approximately 970 feet in length, occupy approximately 2.3 acres of land, and will be in the northeast quadrant of the intersection of the two lines. NW estimates that eight trains per day will operate over the proposed track, and that the proposed construction will cost about $1.4 million. NW indicates that the Alexandria connecting track will permit it to link the NS and Conrail rail systems to provide an efficient, less congested route between Chicago, IL, and Cincinnati, OH, and on to Atlanta, GA, and points in the Southeast. Petitioner maintains that the connection will improve the efficiency and quality of NS's rail service by adding or expanding facilities to handle anticipated increases in rail traffic, and by improving NS's handling of through traffic via Alexandria and Muncie, IN. NW also indicates that the connection will not add new industries or territory to the combined NS/Conrail system proposed in the primary application. Under 49 U.S.C. 10901, a railroad may: (1) Construct an extension to any of its railroad lines; (2) construct an additional railroad line; or (3) provide transportation over an extended or additional railroad line, only if the Board issues a certificate authorizing such activity. However, under 49 U.S.C. 10502, the Board shall exempt a rail transaction from regulation when it finds that: (1) application of the pertinent statutory provisions is not necessary to carry out the rail transportation policy of 49 U.S.C. 10101; and (2) either the transaction is of limited scope, or regulation is not needed to protect shippers from the abuse of market power. NW contends that detailed scrutiny of this transaction under 49 U.S.C. 10901 is not necessary to carry out the rail transportation policy. NW states that the exemption will promote that policy by enabling NS to compete more effectively and efficiently with other rail carriers, especially CSX, if the primary application is granted. According to NW, the proposed connection will increase competition, minimize the need for federal regulatory control over rates and services, and avoid undue concentrations of market power. NW maintains that the proposed track connection will increase, rather than reduce, rail competition, and will therefore tend to reduce market power and increase the welfare of shippers. NW states that the transaction is limited in scope because the length of the track to be constructed is short (approximately 970 feet) and, although the connection may shorten routes or expedite traffic and provide additional interchanges between main line tracks, it will not extend the line into new territories or industries. Should we determine that the Alexandria construction project could potentially cause, or contribute to, significant environmental impacts, then the project will be incorporated into the EIS for the proposed control transaction in STB Finance Docket No. 33388. As we have previously emphasized, our consideration of the seven construction projects does not, and will not, in any way, constitute approval of, or even indicate any consideration on our part respecting approval of, the primary application in STB Finance Docket No. 33388. If we grant any exemptions for these seven construction projects, applicants will not be allowed to argue that, because we have granted an exemption and applicants may have expended resources to construct a connection track, we should approve the primary application. Applicants have willingly assumed the risk that we may deny the primary application, or approve it subject to conditions unacceptable to applicants, or approve the primary application but deny an applicant's request to operate over any or all of the seven connections. Decided: July 16, 1997. ----------------------------------------------------------------------- DEPARTMENT OF TRANSPORTATION Surface Transportation Board [STB Docket No. AB-336 (Sub-No. 6)] Indiana Hi-Rail Corporation, Debtor--Abandonment--In Putman and Van Wert Counties, Oh, and Adams County, IN On July 8, 1997, the Trustee of Indiana Hi-Rail Corporation, Debtor (IHRC) filed with the Surface Transportation Board, Washington, DC 20423, an application under the Bankruptcy Code, 11 U.S.C. 1170(b), to abandon two segments of a line of railroad known as the St. Mary's District Line. The line segments extend: (1) From milepost TS 65.5 near Douglas, OH, to milepost TS 73.7 at Delphos, OH (the Douglas Line Segment); and (2) from milepost TS 77.5 near Landeck, OH, to milepost TS 117.8 near Craigsville, IN (the Landeck Line Segment), a total distance of 48.5 miles, located in Putnam and Van Wert Counties, OH, and Adams County, IN. The line includes the stations of Wilshire, OH (milepost TS 99.5), Ohio City, OH (milepost TS 90.0), Ft. Jennings, OH (milepost TS 68.7), Douglas, OH (milepost TS 66.0) and Decatur, IN (milepost TS 108.0), and traverses U.S. Postal Service ZIP Codes 46731, 46733, 46780, 45898, 45874, 45894, 45833, 45844 and 45876. Pursuant to 49 CFR 1152.24(e)(5), IHRC requests waiver of some or all of the requirements contained in: 49 CFR 1152.20(a)(3) and (4) (posting and publication requirements); 49 CFR 1152.20(b)(1) (time limits for service of the notice of intent); 49 CFR 1152.22(d) (revenue and cost data); 49 CFR 1152.22(i) (Board's 20-day time frame for publication of notice in Federal Register); and 49 CFR 1152.26 (procedural schedule governing abandonment applications). IHRC is a bankrupt rail carrier. The application contains sufficient information for the Board to make a recommendation report to the Bankruptcy Court. Requiring IHRC to comply with these cited regulations would serve no useful purpose, but would impose an unnecessary burden on IHRC. Therefore, the waiver request will be granted. The line does not contain federally granted rights-of-way. Any documentation in the railroad's possession will be made available promptly to those requesting it. This line of railroad has appeared on the applicant's system diagram map (SDM) or has been included in its narrative in category 1 since July 8, 1997. Despite the fact that the line was not previously identified on an SDM filed by the applicant as would normally be required by the Board's regulations, the application will not be rejected under these circumstances in which a bankrupt carrier has submitted to the Board an abandonment application pursuant to an order of the Bankruptcy Court. By order dated June 26, 1997, the United States Bankruptcy Court, Southern District of Indiana, Indianapolis Division, directed the Board to respond and issue an advisory opinion on the proposed abandonment application by August 18, 1997. The Board's rules anticipate that protests or comments on an abandonment application would be due 45 days after the filing of the application. In this case, the court's deadline is August 18, 1997 (only 41 days after the July 8, 1997 filing). In order to be in a position to make a recommendation to the court as soon as possible, a shortened procedural schedule will be adopted here. Decided: July 17, 1997. ----------------------------------------------------------------------- DEPARTMENT OF TRANSPORTATION Surface Transportation Board [STB Docket No. AB-6 (Sub-No. 378X)] Burlington Northern Railroad Company--Abandonment Exemption--in Grays Harbor County, WA ACTION: Notice of exemption. SUMMARY: Under 49 U.S.C. 10502, the Board exempts from the requirements of 49 U.S.C. 10903 the abandonment by Burlington Northern Railroad Company of a 1.18-mile line of railroad referred to as the South Aberdeen trackage between mileposts 1.82 and 3.00 in South Aberdeen, WA, subject to environmental conditions and standard labor protective conditions. On December 31, 1996, The Atchison, Topeka and Santa Fe Railway Company merged with and into Burlington Northern Railroad Company. The name of the surviving corporation is The Burlington Northern and Santa Fe Railway Company. Because the petition for exemption was filed and the record was largely developed before the merger, we will continue to use Burlington Northern Railroad Company in the case title. - DATES: The exemption will be effective August 24, 1997 unless stayed or a statement of intent to file an offer of financial assistance (OFA) is filed. At the request of the City of Aberdeen, WA, a notice of interim trail use (NITU) will be issued under 49 CFR 1152.29. Also, a public use condition will be imposed on the transaction under 49 CFR 1152.28. Decided: July 15, 1997. ----------------------------------------------------------------------- DEPARTMENT OF TRANSPORTATION Surface Transportation Board [STB Docket No. AB-468 (Sub-No. 2X)] Paducah & Louisville Railway, Inc.; Abandonment Exemption; in White Plains and St. Charles, KY Paducah & Louisville Railway, Inc. (P&L) has filed a notice of exemption under 49 CFR Part 1152 Subpart F--Exempt Abandonments to abandon approximately 8.50 miles of its line of railroad between milepost J-146.0 at White Plains and milepost J-154.5 near St. Charles, in Hopkins County, KY. The line traverses United States Postal Service Zip Codes 42442 and 42464. P&L has certified that: (1) No local traffic has moved over the line for at least 2 years; (2) any overhead traffic on the line can be rerouted; (3) no formal complaint filed by a user of rail service on the line (or by a state or local government entity acting on behalf of such user) regarding cessation of service over the line either is pending with the Surface Transportation Board (Board) or with any U.S. District Court or has been decided in favor of complainant within the 2-year period; and (4) the requirements of 49 CFR 1105.7 (environmental reports), 49 CFR 1105.8 (historic reports), 49 CFR 1105.11 (transmittal letter), 49 CFR 1105.12 (newspaper publication), and 49 CFR 1152.50(d)(1) (notice to governmental agencies) have been met. Provided no formal expression of intent to file an offer of financial assistance (OFA) has been received, this exemption will be effective on August 26, 1997, unless stayed pending reconsideration. Environmental, historic preservation, public use, or trail use/rail banking conditions will be imposed, where appropriate, in a subsequent decision. Pursuant to the provisions of 49 CFR 1152.29(e)(2), P&L shall file a notice of consummation with the Board to signify that it has exercised the authority granted and fully abandoned the line. If consummation has not been effected by P&L's filing of a notice of consummation by July 25, 1998, and there are no legal or regulatory barriers to consummation, the authority to abandon will automatically expire. Decided: July 17, 1997. ----------------------------------------------------------------------- DEPARTMENT OF TRANSPORTATION Surface Transportation Board [STB Finance Docket No. 33427] The Burlington Northern and Santa Fe Railway Company; Trackage Rights Exemption; Union Pacific Railroad Company Union Pacific Railroad Company has agreed to grant local trackage rights to The Burlington Northern and Santa Fe Railway Company over approximately 1 mile of rail line between milepost 601.5 and milepost 602.5 in Casper, WY, for the purpose of serving the facility of Black Hills Bentonite, LLC. The transaction was expected to be consummated on July 21, 1997. Decided: July 18, 1997. ----------------------------------------------------------------------- DEPARTMENT OF TRANSPORTATION Surface Transportation Board [STB Finance Docket No. 32760 (Sub-No. 23)] Railroad Operation, Acquisition, Construction, Etc.: Union Pacific Corp, et al. ACTION: Notice that the Board has been requested to issue a finding that the terms and conditions of the proposed merger of St. Louis Southwestern Railway Company into SSW Merger Corp. are just and reasonable. SUMMARY: St. Louis Southwestern Railway Company, approximately 99.96% of the common stock of which is owned by Southern Pacific Transportation Company, is to be merged into SSW Merger Corp., 100% of the common stock of which is owned by Southern Pacific Transportation Company. The merger envisions, among other things, a ``cashing out,'' at a price of $6,800 per share, of the four shareholders who own the approximately 0.04% of the common stock of St. Louis Southwestern Railway Company that is publicly held (61 out of 173,300 shares). The Board has been requested to issue a finding that the terms and conditions of the merger are just and reasonable. SUPPLEMENTARY INFORMATION: In Decision No. 44 in Finance Docket No. 32760, Union Pacific Corporation, Union Pacific Railroad Company, and Missouri Pacific Railroad Company--Control and Merger--Southern Pacific Rail Corporation, Southern Pacific Transportation Company, St. Louis Southwestern Railway Company, SPCSL Corp., and The Denver and Rio Grande Western Railroad Company (UP/SP), we approved the common control and merger of the rail carriers controlled by Union Pacific Corporation (Union Pacific Railroad Company and Missouri Pacific Railroad Company) and the rail carriers controlled by Southern Pacific Rail Corporation (Southern Pacific Transportation Company, St. Louis Southwestern Railway Company, SPCSL Corp., and The Denver and Rio Grande Western Railroad Company). In UP/SP, Decision No. 44: Union Pacific Corporation was referred to as UPC; Union Pacific Railroad Company was referred to as UPRR; Missouri Pacific Railroad Company was referred to as MPRR; UPRR and MPRR were referred to collectively as UP; Southern Pacific Rail Corporation was referred to as SPR; Southern Pacific Transportation Company was referred to as SPT; St. Louis Southwestern Railway Company was referred to as SSW; SPCSL Corp. was referred to as SPCSL; The Denver and Rio Grande Western Railroad Company was referred to as DRGW; SPT, SSW, SPCSL, and DRGW were referred to collectively as SP; UPC, UP, SPR, and SP were referred to collectively as ``applicants'; and the application that had been filed by applicants on November 30, 1995, was variously referred to as ``the application'' and ``the primary application.'' The common control authorized in UP/SP, Decision No. 44, was consummated on September 11, 1996, with the merger of SPR with and into UP Holding Company, Inc., a direct wholly owned subsidiary of UPC. In the application filed on November 30, 1995, applicants had noted, among other things, that, in effectuating UP/SP common control, they intended to merge SPT, SSW, SPCSL, and DRGW into UPRR, although they added that these companies might retain their separate existence for some time. With respect to SSW, applicants specifically noted that, although SSW had a small number of minority equity holders and although the Federal Railroad Administration (FRA) held certain SSW redeemable preference shares, the application did not include a request for a Schwabacher determination with respect to the compensation that might be paid to SSW security holders in connection with a merger of SSW into UPRR. Applicants added, however, that, if they later determined to carry out such a merger, they would request either a Schwabacher determination respecting the terms of the merger or a declaratory order that no such determination was required. By petition filed July 17, 1997, the remaining applicants (UPC, UPRR, SPR, SPT, and SSW, hereinafter referred to simply as ``applicants'') indicate: that MPRR was merged into UPRR on January 1, 1997; that SPCSL and DRGW were merged into UPRR on June 30, 1997; that the corporate restructuring of the UP/SP system will be completed in February 1998 with the merger of SPT into UPRR; and that, prior to and in anticipation of the merger of SPT into UPRR, SSW will be merged into SSW Merger Corp. Applicants seek, in the UP/SP- 306 petition, a determination that the terms of the proposed merger of SSW into SSW Merger Corp. (in particular, the $6,800-per-share price to be paid to the four shareholders who own the 61 shares of SSW's common stock that are publicly held) are just and reasonable. Applicants seek this determination (1) because they believe the Board is required by Schwabacher to make such a determination to protect minority shareholders, and (2) in order to immunize the merger of SSW into SSW Merger Corp. from the otherwise applicable state law rights, particularly the otherwise applicable state law appraisal rights, of the four remaining public shareholders. Applicants indicate that, prior to and independent of the merger, the shares of SSW preferred stock that are publicly held will be redeemed at par value pursuant to their terms. Applicants further indicate that they have reached an agreement with FRA regarding the treatment of the FRA preference shares, which will remain in existence as obligations of the merged company. Applicants urge expedited handling of their petition. Expedited handling is sought so that there will be, among other things, no unnecessary waste of resources associated with the need to maintain a formal distinction between SSW and the other rail carriers that have already been merged into UPRR. Applicants indicate that UP/SP will incur significant costs if it is unable to merge SSW into SSW Merger Corp. before September 30, 1997; unless that merger is completed before the end of the fiscal third quarter, applicants note, UP/SP will be required to go to the considerable time, expense, and difficulty of preparing financial statements that reflect the operations of SSW as a separate entity. Applicants indicate that they are serving a copy of their petition ``on all active parties in this proceeding,'' and that they will serve a copy ``on any known SSW shareholders.'' Our statutory mandate, 49 U.S.C. 11324(c), requires, among other things, that we determine, in appropriate cases, that the terms and conditions of certain transactions affecting stockholders are just and reasonable. Because the petition implicates our statutory mandate and involves a matter that requires expedited regulatory action, we will proceed upon the schedule urged by applicants. Decided: July 22, 1997. ================================================================== Comments or questions about this compilation should be directed to Paul Moore at 71367.1057@Compuserve.com. ==================================================================