[Federal Register Volume 76, Number 78 (Friday, April 22, 2011)]
[Notices]
[Pages 22748-22749]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2011-9820]


-----------------------------------------------------------------------

DEPARTMENT OF TRANSPORTATION

Surface Transportation Board

[Docket No. FD 35476]


Wisconsin Central Ltd.--Intra-Corporate Family Merger Exemption--
Duluth, Missabe and Iron Range Railway Company and Duluth, Winnipeg and 
Pacific Railway Company

    Wisconsin Central Ltd. (WCL), Duluth, Missabe and Iron Range 
Railway Company (DMIR) and Duluth, Winnipeg and Pacific Railway Company 
(DWP) have jointly filed a verified notice of exemption under 49 CFR 
1180.2(d)(3) for an intra-corporate family transaction. WCL is an 
indirect subsidiary of Grand Trunk Corporation (GTC), a holding company 
for the U.S. rail subsidiaries of the Canadian National Railway Company 
(CNR) and a direct subsidiary of CNR.\1\ In Canadian National Railway--
Control--Wisconsin Central Transportation, 5 S.T.B. 890 (2001) (CNR/
WC), CNR and GTC acquired control of WCL and other related rail 
carriers.\2\
---------------------------------------------------------------------------

    \1\ Wisconsin Central Transportation Corporation (WCTC), the 
parent company of WCL, currently is indirectly owned by GTC.
    \2\ At the time of the 2001 CNR/WC transaction, the WCTC family 
of rail carriers also included Fox Valley & Western Ltd. (FVW), 
Sault Ste. Marie Bridge Company (SSMB) and Wisconsin Chicago Link 
Ltd. (WCCL). FVW has since been dissolved into WCL. Wis. Cent. 
Transp., Wis. Cent. Ltd. and Fox Valley & W. Ltd.--Intracorporate 
Family Transaction Exemption, FD 34296 (STB served Jan. 22, 2003). 
Applicants state that SSMB and WCCL remain in existence as rail 
carriers but are not part of this merger transaction.
---------------------------------------------------------------------------

    DMIR also is an indirect subsidiary of GTC. DMIR Holdings Corp. 
(DMIR Holdings) is the parent company of DMIR, which in turn, is owned 
by GTC. Applicants state that, prior to the merger transaction proposed 
in this notice, DMIR will be merged into DMIR Holdings, with DMIR 
Holdings as the surviving entity and immediately renamed as DMIR. CNR 
and GTC acquired control of DMIR and other related rail carriers \3\ in 
Canadian National Railway--Control--Duluth, Missabe and Iron Range 
Railway, 7 S.T.B. 526 (2004). CNR has controlled DWP for a number of 
years and currently does so through GTC as well.
---------------------------------------------------------------------------

    \3\ Bessemer and Lake Erie Railroad Company and The Pittsburgh & 
Conneaut Dock Company.
---------------------------------------------------------------------------

    Applicants point out that the rail lines of WCL, DMIR and DWP 
connect at the Twin Ports of Duluth, Minn. and Superior, Wis., where 
all three rail carriers currently operate. Together, they form an 
important through route between the Chicago terminal and Canada.
    Pursuant to an agreement and plan of merger by the applicants 
(consented to by GTC and WCTC), DMIR and DWP will merge with and into 
WCL, with WCL being the surviving corporation. According to applicants, 
the consolidated entity will continue all existing operations of WCL, 
DMIR, and DWP, but with a unified workforce, enhanced efficiencies, and 
elimination of interchanges in the Twin Ports.
    The transaction is scheduled to be consummated no sooner than May 
8, 2011, the effective date of the exemption. Applicants state that 
they will first negotiate or, if necessary, arbitrate implementing 
agreements with the operating crafts on WCL, DMIR and DWP.
    The purpose of the transaction is to simplify the corporate 
structure and reduce overhead costs and duplication by combining the 
three separate rail carrier corporations. The transaction also will 
eliminate interchange movements in the Twin Ports area and will enhance 
the overall efficiency of the merged railroads.
    This is a transaction within a corporate family of the type 
specifically exempted from prior review and approval under 49 CFR 
1180.2(d)(3). The parties state that the transaction will not result in 
adverse changes in service levels, significant operational changes, or 
any change in the competitive balance with carriers outside the 
corporate family.
    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. As a condition to the use of 
this exemption, any employees adversely affected by this transaction 
will be protected by the conditions set forth in New York Dock 
Railway--Control--Brooklyn Eastern District Terminal, 360 I.C.C. 60 
(1979).
    If the notice contains false or misleading information, the 
exemption is void ab initio. Petitions to revoke the exemption under 49 
U.S.C. 10502(d) may be filed at any time. The filing of a petition to 
revoke will not automatically stay the effectiveness of the exemption. 
Petitions for stay must be filed no later than April 29, 2011 (at

[[Page 22749]]

least 7 days before the exemption becomes effective).
    An original and 10 copies of all pleadings, referring to Docket No. 
FD 35476, must be filed with the Surface Transportation Board, 395 E 
Street, SW., Washington, DC 20423-0001. In addition one copy of each 
pleading must be served on Thomas J. Litwiler, Fletcher & Sippel LLC, 
29 North Wacker Drive, Suite 920, Chicago, IL 60606.
    Board decisions and notices are available on our Web site at http://www.stb.dot.gov.

    Decided: April 18, 2011.

    By the Board.
Rachel D. Campbell,
Director, Office of Proceedings.
Jeffrey Herzig,
Clearance Clerk.
[FR Doc. 2011-9820 Filed 4-21-11; 8:45 am]
BILLING CODE 4915-01-P