Daily Rules, Proposed Rules, and Notices of the Federal Government
GWI Voting Trust (Voting Trust), a noncarrier, created by Genesee & Wyoming Inc. (GWI),
GWI has created the Voting Trust so that the common stock of RailAmerica will be placed into an independent voting trust during the review of an application for approval that is pending before the Board in Docket No. FD 35654,
RailAmerica controls the following Class III rail carriers in the United States: Alabama & Gulf Coast Railway L.L.C., Arizona & California Railroad Company, Bauxite & Northern Railway Company, California Northern Railroad Company, Carolina Piedmont Division, Cascade and Columbia River Railroad Company, Central Oregon & Pacific Railroad, Inc., The Central Railroad Company of Indiana, Central Railroad Company of Indianapolis, Chesapeake & Albemarle Railroad Co., Inc., Chicago, Ft. Wayne & Eastern, Conecuh Valley
Applicants state that, pursuant to an agreement and plan of merger, Jaguar Acquisition Sub Inc., a wholly owned subsidiary of GWI, will merge with and into RailAmerica, with RailAmerica being the surviving corporation. As a result of the merger, GWI will obtain direct control of RailAmerica and indirect control of the RailAmerica Railroads. Upon completion of the merger, GWI plans immediately to place the shares of RailAmercia into the Voting Trust that has been established in accordance with the Board's regulations at 49 CFR 1013.
According to applicants, they will not be in control of any railroads prior to the stock being placed in the Voting Trust, and that there will be no substantial change in the management or operation of the RailAmerica Railroads during the time they are in control of them.
The transaction may be consummated on or after September 5, 2012 (30 days after the notice of exemption was filed).
Applicant states that: (1) The rail lines of the RailAmerica Railroads do not connect with any rail lines in the corporate family of the Voting Trust or the Voting Trustee (they have none); (2) the transaction is not part of a series of anticipated transactions that would connect these rail lines with each other or any railroad in their corporate family; and (3) the transaction does not involve a Class I rail carrier. Therefore, the transaction is exempt from the prior approval requirements of 49 U.S.C. 11323.
Under 49 U.S.C. 10502(g), the Board may not use its exemption authority to relieve a rail carrier of its statutory obligation to protect the interests of its employees. Section 11326(c), however, does not provide for labor protection for transactions under SSSS 11324 and 11325 that involve only Class III rail carriers. Accordingly, the Board may not impose labor protective conditions here, because all of the carriers involved are Class III carriers.
If the verified notice contains false or misleading information, the exemption is void
An original and 10 copies of all pleadings, referring to Docket No. FD 35660, must be filed with the Surface Transportation Board, 395 E Street SW., Washington, DC 20423-0001. In addition, a copy of each pleading must be served on David H. Coburn, Steptoe & Johnson LLP, 1330 Connecticut Ave. NW., Washington, DC 20036 and Eric M. Hocky, Thorp Reed & Armstrong, LLP, One Commerce Square, 2005 Market Street, Suite 1000, Philadelphia, PA 19103.
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