B.C.D. 10-35

APR 15 2010

EMPLOYER STATUS DETERMINATION

Marksman Corporation (Marksman)

Toledo, Peoria & Western Railway, A New York Corporation (Toledo)

This is a determination of the Railroad Retirement Board concerning the status of

the Marksman Corporation (Marksman) and Toledo, Peoria & Western Railway 

Corporation, A New York Corporation (Toledo) as employers under the Railroad

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

Insurance Act (45 U.S.C. § 351 et sea.HRUIA). Previously, both railroads have

been determined to be covered under the Acts.

Marksman was ruled to be a covered entity in BCD 00-57 decided December

18, 2000. Marksman was assigned BA # 2390. Marksman was found to be

owned by the Toledo, Peoria and Western Railroad Corporation (TPW Railroad).

Marksman was then found to be the holding company that 100% owned Toledo

(not the same entity as TPW Railroad).

Toledo was ruled to be a covered entity in BCD 89-33 decided April 19, 1989.

Toledo was assigned BA # 2346. Toledo acquired and began to operate former

properties of the Atchison, Topeka, and Santa Fe Railway connecting points in

Indiana and Illinois.

The latest coverage information in the file for Marksman indicates that in March

of 2002, an Agreement and Plan of Merger was filed whereby Toledo merged

into Marksman. Next, a certificate of merger was filed on May 15, 2002 with the

Delaware Secretary of State whereby Marksman changed its name to Toledo,

Peoria & Western Railway Corporation, a Delaware Corporation. The surviving

corporation, now under the name of Toledo, Peoria & Western Railway 

Corporation, a Delaware Corporation continued to file the combined annual

reports under the BA number of 2346, which was actually the former Toledo’s BA

number, not the surviving Marksman BA number of 2390. Information on these

activities was provided by Scott Williams the Senior Vice President and General

Counsel of Marksman/Toledo.

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.

As indicated above, information in our coverage files indicates that the original

Toledo was formed to operate a railroad and began operations on February 3,

BA # 2346

.1
2

1989 until its merger with Marksman on May 15, 2002. The evidence of record

establishes that Toledo has not functioned as a rail carrier since the date of the

merger and no longer possesses the characteristics of a railroad carrier

employer. The Board therefore finds that effective May 15, 2002, the Toledo,

Peoria & Western Railway Corporation, A New York Corporation, ceased

operations and ceased being a covered employer under the Railroad

Retirement and Railroad Unemployment Insurance Acts.

This decision directs that the name of Marksman Corporation will be changed to 

Toledo, Peoria & Western Railway Corporation, a Delaware Corporation to

reflect the actions arising from the merger.
UNITED STATES OF AMERICA

RAILROAD RETIREMENT BOARD

844 NORTH RUSH STREET

CHICAGO, ILLINOIS 60611-2092

APR 1B 2010

Board Members:

MICHAEL S. SCHWARTZ, Chairman

V.M. SPEAKMAN, JR., Labor Member

JEROME F. KEVER, Management Member

Office of Division Counsel

Associate ChiefCounsel

(Tax Exempt and Government Entities)

Internal Revenue Service 

1111 Constitution Avenue, N.W.

Washington, D.C. 20224

Attention: CC:TEGE:E0EG:ET1

Dear Sir or Madam:

In accordance with the coordination procedure established between the Internal Revenue Service and this

Board, I am enclosing for your information a copy of an opinion in which the Board has expressed its

determination as to the status under the Railroad Retirement and Railroad Unemployment Insurance Acts

ofthe following:

Enclosure

cc: Mr. Dennis J. Scobie

Technical Advisor - Railroad Industry

400 West Bay Street, Stop 4100

Jacksonville, Florida 32202

bcc: v^eneral Counsel

Chief, Audit & Compliance Division

Marksman Corporation

Toledo, Peoria & Western Railway Corp.

Mr. Scott Williams

Senior Vice President/General Manager 

c/o Railamerica, Inc.

7411 Fullerton Street, Suite 300

Jacksonville, Florida 32256

FOR THE BOA

Beatrice Ezerski

Secretary to the Board
UNITED STATES OF AMERICA

RAILROAD RETIREMENT BOARD

844 NORTH RUSH STREET

CHICAGO. ILLINOIS 60011-2092

APR 16 2010

Board Members:

MICHAEL S. SCHWARTZ, Chairman

V.M. SPEAKMAN, JR, Labor Member

JEROME F. KEVER Management Member

Mr. Scott Willaims

Senior Vice President/General Manager

Toledo, Peoria & Western Railway Corp. 

c/o Railamerica, Inc.

7411 Fullerton Street, Suite 300

Jacksonville, Florida 32256

Dear Mr. Willaims:

Enclosed is a copy ofthe Board's determination regarding the coverage ofthe above-referenced

company as an employer under the Railroad Retirement Act (45 U.S.C. § 231 et. seep) and the

Railroad Unemployment Insurance Act (45 U.S.C. § 351 et. seep).

The Board's regulations provide that you may request reconsideration ofthe Board's decision in

this case. Any such request must be in writing and must be filed with this office within one year

following the date on which the initial determination was issued. (20 CFR § 259.3(a), 57 F.R.

4366, February 5, 1992).

We will notify the Internal Revenue Service ofthe decision in this case.

Re: Marksman Corporation

Toledo, Peoria & Western Railway Corp.

Sincerely,

FOR THE BOARD

Beatrice Ezerski

Secretary to the Board

Enclosure

bcc: General Counsel

Chief, Audit & Compliance Division