B.C.D . 00-54 NOV 2 7 2000

EMPLOYER STATUS DETERMINATIONS

Chesapeake & Albermarle Railroad Company, Inc. (CARC)

North Carolina & Virginia Railroad Company, Inc. (NCVA-VA)

North Carolina & Virginia Railroad Company, Inc. (NCVA-DEL)

This is the determination of the Railroad Retirement Board concerning the

continued status of Chesapeake & Albermarle Railroad Company, Inc. (CARC)

(B.A. No. 5531) and North Carolina & Virginia Railroad Company, Inc. (NCVAVA) (B. A. No. 5507), and the current status of North Carolina & Virginia

Railroad Company, Inc. (NCVA-DEL) as employers under the Railroad

Retirement Act (45 U.S.C. §231 et seq.) (RRA) and the Railroad Unemployment

Insurance Act (45 U.S.C. §351 et seq.) (RUIA).

CARC was previously found to be a covered rail carrier employer under the

RRA and RUIA effective April 2, 1990, the date that it first compensated

employees. Additionally, in Board Notice 88-15, NCVA-VA was found to be a

covered rail carrier employer under the Acts effective from November 1, 1987.

In Surface Transportation Board (STB) Finance Docket Number 33809, service

date October 29. 1999, RailTex, Inc. (RailTex) (B. A. No. 6803), North Carolina &

Virginia Railroad Company, Inc. (NCVA) (B. A. No. 5507), Chesapeake and

Albermarle Railroad Company, Inc. (CARC) (B. A. No. 5531), Dallas, Garland &

Northeastern Railroad, Inc. (DGNO) (B. A. No. 3890), Mid-Michigan Railroad,

Inc. (MMRR) (B. A. No. 4268), and Indiana Southern Railroad, Inc. (ISRRXB.A.

No. 3382) filed a verified notice of exemption to achieve a proposed corporate

restructuring. According to the STB decision, as part of the corporate

restructuring: (1) the assets of DGNO and MMRR, including assets of the Texas

Northeastern Division, a division of MMRR, would be merged into Dallas, 

Garland & Northeastern Railroad, Inc., a Delaware Division (DGNO Delaware),

with DGNO Delaware as the surviving entity; (2) the assets of NCVA and CARC

would be merged into North Carolina & Virginia Railroad Company, Inc., a

Delaware corporation (NCVA Delaware), with NCVA Delaware as the surviving

entity; and (3) ISRR would be reincorporated in the State of Delaware.

According to the STB decision, the purpose of the transaction was to simplify

RailTex’s corporate structure and eliminate costs associated with separate

accounting, tax, bookkeeping and reporting functions, as well as to allow for

the reincorporation of additional RailTex subsidiaries in the State of Delaware

thereby simplifying RailTex’s corporate governance. The result of the

restructuring was that RailTex would control 16 Class III railroads in the

United States.

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BA#5578
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Information regarding CARC, NCVA-VA, and NCVA-DEL was furnished by Ms.

Kay Acuff, Payroll Supervisor for RaiLAmerica. According to that information,

CARC and NCVA-VA merged into NCVA-DEL. A certificate of merger was filed

with the Secretary of the State of Virginia on November 2, 1999.

Section 202.11 (20 CFR 202.11) of the Board’s regulations states that:

The employer status of any company or person shall terminate

whenever such company or person loses any of the characteristics

essential to the existence of an employer status.

Also, section 1(a)(1) of the RRA defines the term “employer” to include:

(i) any carrier by railroad subject to the jurisdiction of the Surface

Transportation Board under Part A of subtitle IV of Title 49 [45

U.S.C. §231(a)(l)(i)].

Section 1 of the RUIA contains the same definition.

The information summarized above indicates that due to the merger of CARC

and NCVA-VA into NCVA-DEL, neither CARC nor NCVA-VA any longer

possesses the characteristics of an operating railroad employer. The Board

therefore finds that effective November 2, 1999, the date on which the

certificate of merger was filed with the Secretary of the State of Virginia, CARC

and NCVA-VA ceased to be employers under the RRA and the RUIA and that

NCVA-DEL became a rail carrier employer under those Acts.

V. M. Speakman, Jr.