B.C.D. 00-15

EMPLOYER STATUS DETERMINATIONS

Trona Railway Company (TRC)

Trona Railway Company, LLC (TR-LLC)

MAY 1 0 2000

This is the determination of the Railroad Retirement Board concerning the

continued status of Trona Railway Company, (TRC) B.A. No. 2729, and the

current status of Trona Railway Company, LLC, (TR-LLC) as employers under

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

Unemployment Insurance Act (45 U.S.C. §351 el sea.) (RUIA).

In Surface Transportation Board (STB) Finance Docket Number 33730, service

date April 8,1999, IMC Global, Inc. (EMC), filed a verified notice of exemption

to merge two of its subsidiaries, TRC, a Class III railroad and TR-LLC, a noncarrier, with the surviving entity to be TR-LLC following the merger.

According to the STB decision, the merger was intended to modify IMC’s

corporate structure through the merger, improve its financial viability, permit

the merged company to enjoy benefits afforded to limited liability companies

under Delaware law, and facilitate the recapitalization of certain non-carrier

subsidiaries of IMC, including TR-LLC’s direct corporate parent, IMC

Chemicals, Inc.

Information regarding TRC and TR-LLC was furnished by Mr. Donald Smith,

an attorney for Sidley & Austin, the law firm representing TRC and TR-LLC.

According to Mr. Smith, employees ofTRC last performed compensated service

on September 15, 1999. Mr. Smith stated that TRC’s merger with TR-LLC (with

TR-LLC as the surviving entity) became effective on that date, when the

Agreement and Plan of Merger between TRC and TR-LLC was filed with the

Secretary of State of California. All former employees (approximately 30) of

TRC became employees of TR-LLC as ofthe date ofthe merger, and their

payroll and earnings reports were assumed by TR-LLC on that date.

Mr. Smith stated that TR-LLC is a Class III shortline railroad operating

approximately 30 miles of rail fine situated entirely in California in the Searles

Valley of the Greater Mojave Desert between Trona, California and a

connection with Union Pacific Railroad (B. A. No. 1715) near Searles, California. 

TR-LLC’s annual volume of traffic (both inbound and outbound) is

approximately 1.9 million tons. In 1998, TRC handled approximately 8,750

carloads ofinbound traffic and approximately 9,500 outbound carloads,

consisting primarily of bulk commodities including coal, soda ash and other

commodities used in the production of glass and chemicals.

BA# 2729
-2-

Trona Railway Company (TRC)

Trona Railway Company, LLC (TR-LLC)

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 ofthe characteristics

essential to the existence of an employer status.

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

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

Transportation Board under Part A ofsubtitle 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 TRC

into and with TR-LLC, TRC no longer possesses the characteristics of an

operating railroad company. The Board therefore finds that effective with the

close of business on September 15,1999, the date on which the merger was

completed and TRC last compensated its employees, the Trona Railway

Company ceased being a covered employer under the Railroad Retirement Act

and the Railroad Unemployment Insurance Act. Additionally, the Board finds

that Trona Railway Company, LLC became a covered rail carrier employer

under the Railroad Retirement Act and the Railroad Unemployment Insurance

Act effective September 15, 1999, the date operations began and employees

were first compensated. Lastly, the Board finds that TR-LLC is the successor

employer of the former TRC for purposes of experience rating under the RUIA.

See 20 CFR §345.203.

v. ivi. speaKman, Jr.