JUL 0 5 2001

EMPLOYER STATUS DETERMINATION

South Orient Railroad Company, Inc.

Texas Train Management Company

Texas Pacifico Transportation, Ltd.

This is the determination of the Railroad Retirement Board concerning

the continuing status of South Orient Railroad Company, Inc. (SORC)

(B.A. No. 5820) and Texas Train Management Company (TTMC) (B.A.

No. 5818) 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) as well as the employer status, under the

Acts, of Texas Pacifico Transportation, LTD. (TPTL), which has not

heretofore been ruled to be an employer. SORC (formerly known as

Cen-Tex Rail Link, Ltd.) was determined to be an employer effective

May 20, 1994 and TTMC was determined to be an employer effective

August 23, 1993.

The State of Texas, acting through the Texas Department of

Transportation (TxDOT), acquired all of the assets of SORC, which

included the rail line between milepost 1029.1 and milepost 956.7,

approximately 370.5 miles, from Brewster County, Texas to Upton

County, Texas. Surface Transportation Board authority for this

transaction is set forth in STB Finance Docket No. 33946, decided

October 25, 2000. SORC rail operations continued on this line and an

extension thereof, owned by the Union Pacific Railroad Company, until

the close of business on March 2, 2001, at which time SORC ceased

operations and last compensated its employees. TTMC was the

management company which existed exclusively for SORC operations

and which also last compensated its employees and ceased its

operations as of the close of business on March 2, 2001. Although the

corporate structures of SORC and TTMC have not yet been dissolved,

neither SORC nor TTMC is now capable of operating as an employer

covered under the RRA and RUIA.

BA# 5818
TxDOT leased the rail line it acquired from SORC to TPTL.

Authority for this transaction was set forth in Surface

Transportation Board Finance Docket No. 33944, decided December

4, 2000. TPTL also acquired the right to operate over the extension

ofthis rail line by assignment thereof from SORC. TPTL began rail

freight operations, formerly operated by SORC, on March 3, 2001

and first compensated its employees from that date. TPTL

connects with the Burlington Northern Santa Fe, Union Pacific,

Fort Worth and Western, and Ferrocarril Mexicano.

Section 1(a)(1) of the Railroad Retirement Act (45 U.S.C. § 231(a)(1)),

insofar as relevant here, defines a covered employer as:

(i) any carrier by railroad subject to the jurisdiction

ofthe Surface Transportation Board under Part A of

subtitle IV of Title 49 [45 U.S.C. § 231(a)(l)(i)].

Sections 1(a) and 1(b) ofthe Railroad Unemployment

Insurance Act (45 U.S.C. §§ 351(a) and (b)) contain substantially

the same definition as does section 3231 of the Railroad

Retirement Tax Act (26 U.S.C. § 3231).

Based on the information summarized above, it is determined

that Texas Pacifico Transportation, Ltd. became an employer

covered under the Railroad Retirement Act and the Railroad

Unemployment Insurance Act on March 3, 2001, the date it

began operations. It is also determined that South Orient

Railroad Company, Inc. and Texas Train Management

Company both •
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ceased to be employers under the Acts as of the close of business

on March 2, 2001, the date on which their operations ceased and

employees were last compensated.

Cherry! T. Thomas

V. M. Speakman/jr.

it

Jerome F. Kever