EMPLOYER STATUS DETERMINATION

The Oxford Group, Inc.

This is the determination of the Railroad Retirement Board

concerning the status of The Oxford Group, Inc. (Oxford) as an

employer under the Railroad Retirement Act (45 U.S.C. §231 et sea.)

(RRA) and the Railroad Unemployment Insurance Act (45 U.S.C. §351

et sea.) (RUIA).

Information about Oxford was furnished by its Chief Financial 

Officer, John W. Miller. Oxford is engaged in the acquisition, 

rehabilitation, leasing, and sale of locomotives. Oxford was

incorporated on April 15, 1988 and began conducting operations

shortly thereafter.

Oxford is a privately held company. Its directors are Roland

McPherson, Jack V. Jolley, Thomas W. Rissman, and James Knox. Mr.

McPherson and Mr. Rissman are directors of Wisconsin Central 

Transportation Corporation (WCTC), a holding company which is not

a covered employer under the Acts; however, they are not officers 

of WCTC's railroad subsidiary, Wisconsin Central Ltd. (BA No.

2633). Mr. McPherson, Mr. Rissman, and Mr. Knox collectively own

approximately 400,745 shares of WCTC, which is approximately a 5

percent interest.

Oxford originally had long-term locomotive leases with the Union

Pacific (BA No.1715). Since the original leasing activity with the

Union Pacific, Oxford has leased locomotives to the following

railroads: Dakota, Minnesota and Eastern (BA No.2632); Gateway

Western (BA No.3771); Southern Pacific (BA No.1713); and Wisconsin

Central Ltd. Oxford has made leases concurrently with more than

one railroad. Oxford has sold locomotives to First National Bank

of Maryland, Helm Financial Group, Inc., and Wisconsin Central Ltd.

Oxford has also sold various locomotive parts to a number of

parties. The majority of Oxford's sales activity has been to

financial or leasing institutions.

Mr. Miller stated that all of Oxford's leasing activity is with 

railroad companies. He described in detail Oxford's leasing 

business with Wisconsin Central Ltd. (WCL) . In July 1988, WCL 

entered into an agreement with Oxford whereby WCL agreed to provide 

certain services and materials with respect to the control,

possession and rehabilitation of locomotives purchased by Oxford.

WCL billed Oxford $137,000, $22,000, and $544,000 for services and 

materials provided in 1991, 1990 and 1989, respectively. In 1991,

WCL purchased $63,000 of locomotive parts and $47,000 of locomotive 

diesel fuel from Oxford. No such purchases were made in 1989 and

1990. During 1990 and 1989, WCL periodically leased locomotives 

from Oxford on a short term basis. WCL paid approximately $226,000 

and $493,000 under those short term leases during 1990 and 1989,

respectively. WCL did not lease any locomotives from Oxford in

1991. Mr. Miller stated that the remainder of Oxford's leasing is

BCD 1996-49
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with other railroads.

In a letter dated October 16, 1995, the attorney for Oxford, Mr.

Robert H. Wheeler, submitted additional information about the

leasing activities of Oxford with its affiliate WCL. That

information showed that Oxford leased 40% of its locomotive fleet

to WCL in 1989 and 1990. Thereafter through 1994 Oxford leased no

locomotives to WCL. In 1989 20.9% of Oxford's revenue was derived

from WCL. This percentage dropped to 6.4% in 1990, 6.8% in 1991,

.009% in 1992 and no revenues from WCL through 1994.

Mr. Miller stated that Oxford has one employee. This employee does

not perform services on property owned by a railroad, but rather

works in an office building located at 6 West Hubbard Street in

Chicago. His work is not directed, supervised, or inspected by any 

employee of any railroad.

Additional information about Oxford was provided by Daniel A. Josh,

Jr., Assistant Vice President - Controller of WCL. According to

Mr. Josh, a number of officers and directors of WCL own shares of

Oxford's outstanding common stock. More specifically, Edward A.

Burkhardt, who is President, Chief Executive Officer and a director

of WCL, owns 19 percent of Oxford's stock. According to Moody's 

Transportation Manual 1992, Mr. Burkhardt is also President, Chief

Executive Officer and a director of WCTC. Robert H. Wheeler, who

is General Counsel and a director of both WCL and WCTC, owns 2

percent of Oxford's stock. Thomas F. Power, Jr., who is Executive 

Vice President, Chief Financial Officer, and a director of WCL and

WCTC, owns 7 percent of Oxford's stock. Mr. Rissman, who is

Secretary of WCL, which Mr. Josh stated, is a non-executive office,

owns 4 percent of Oxford's stock. As indicated above, Mr. Rissman 

is also a director of Oxford and WCTC. Mr. McPherson, who as

indicated above serves as a director of both WCTC and of Oxford,

owns 19 percent of Oxford's stock and is also a director of WCL.1

Section 1(a) (1) of the RRA defines the term "employer" to include:

carrier by railroad subject to the jurisdiction of the

Surface Transportation Board under Part A of subtitle IV

of title 49, United States Code;

(ii) any company which is directly or indirectly

owned or controlled by, or under common control with, one

or more employers as defined in paragraph (i) of this

subdivision, and which operates any equipment or facility

xMr. Josh also stated in his letter of October 15, 1991 that

Donald J. McLachlan, who was WCL's Chairman of the Board, owned 19

percent of Oxford's outstanding stock. Mr. McLachlan was listed in

Moody's Transportation Manual for 1991 as a director of WCTC, but

does not appear in Moody's Transportation Manual for 1992 in the

list of WCTC directors.
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or performs any service (except trucking service, casual

service, and the casual operation of equipment or 

facilities) in connection with the transportation of

passengers or property by railroad, or the receipt,

delivery, elevation, transfer in transit, refrigeration

or icing, storage, or handling of property transported by

railroad.

Section 1 of the RUIA contains essentially the same definition.

Section 202.5 of the Board's regulations (20 CFR §202.5) defines a

company under common control with a carrier as one controlled by 

the same person or persons which control a rail carrier. The

absence of actual exercise of that control does not determine

whether common control as provided in section 1(a)(1)(ii) of the

RRA exists; the right or power to exercise control is sufficient.

See 20 CFR §202.4.

Oxford is not a carrier by railroad. With reference to the second

part of the statutory definition of employer quoted above, it is

noteworthy that two' of Oxford's directors (Mr. Rissman and Mr.

McPherson) are also directors of WCTC. Although WCTC is not itself 

a covered employer under the Acts, it is the parent company of WCL,

which is a covered rail carrier employer. According to Moody's

Transportation Manual 1992, WCTC has seven directors. In addition

to Mr. McPherson and Mr. Rissman, Moody's lists the following

individuals as directors of WCTC: E.A. Burkhardt, R.K. Lubin, T.F.

Power, Jr., R.H. Wheeler, and C. Ferenbach.

Mr. McPherson and Mr. Rissman do not constitute a controlling

interest on either the Board of Directors of Oxford, where they are

50 percent of the Board, or of WCTC, where they are only 2 of 7

directors. In addition, although Mr. McPherson, Mr. Rissman, and

Mr. Knox collectively own 400,745 shares of WCTC, those shares 

represent only approximately a 5 percent interest in WCTC. None of

the directors of Oxford are employees of any railroad.

However, the information provided by Mr. Josh indicates that 52

percent of Oxford's outstanding stock is owned by individuals who 

serve as directors and/or officers of WCL, as indicated below:
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Individual WCL Position Oxford Stock

Edward A. Burkhardt WCL President, CEO,

& Director 19%

Robert H. Wheeler General Counsel,

Director 2%

Thomas F. Power, Jr. Executive Vice President,

Chief Financial Officer,

& Director 7%

Thomas W. Rissman Secretary 4%

Robert F. Nadrowski Vice President Mechanical 1%

Roland McPherson Director 19%

TOTAL % OXFORD STOCK OWNED BY WCL DIRECTORS & OFFICERS 52%

It should also be noted that when Donald J. McLachlan was a

director of WCL (as recently as October 15, 1991 when Mr. Josh

wrote his letter), 71 percent of Oxford's outstanding common stock

was owned by directors and/or officers of WCL.

It is evident from the information summarized above that the

management of Oxford and WCL are interlocked through common

directors, officers, and stock ownership. The information provided

by Mr. Josh demonstrates that directors and officers of a covered

rail carrier employer, WCL, have the right to control Oxford

through their ownership of a majority of Oxford's outstanding

common stock. Since that right to control exists, it is determined

that Oxford is under common control with a rail carrier employer.

The question then becomes whether Oxford provides service in

connection with railroad transportation. Oxford's business

consists of acquiring, rebuilding, selling and leasing locomotives.

Section 1(a) (1) (ii) of the Railroad Retirement Act excludes from 

the definition of coverage a company that performs a service in

connection with rail transportation if that service is casual

service. The Board has defined casual service as service which is

"so irregular or infrequent as to afford no substantial basis for

an inference that such service or operation will be repeated." 20

CFR 202.6. Although Oxford did a significant amount of business

with its affiliated railroad in both 1989 and 1990, it has done no 

business with this affiliate in subsequent years. In the judgment

of the majority of the Board, this pattern of business falls

squarely within section 202.6 of the regulation in that there is no

basis for inferring that services for the rail affiliate will be

performed in the future.
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Accordingly, it is the determination of the majority of the Board 

that Oxford Group, Inc. is not an employer covered under the

Railroad Retirement and Railroad Unemployment Insurance Acts.

'_________

V. M. Speakman, Jr / (Dissenting

opinion attached)

erome F. Kever
DISSENT OF

V. M. SPEARMAN, JR.

ON THE COVERAGE DETERMINATION

OXFORD GROUP, INC

I disagree with the determination that the Oxford Group, Inc (Oxford) is not a covered 

employer under the Railroad Retirement Act and the Railroad Unemployment Insurance 

Act As noted by the majority ofthe Board, common control does exist between Oxford 

and Wisconsin Central Ltd. In addition, Oxford does provide service in connection with

railroad transportation. The fact that it may not perform the bulk ofthe service for its

railroad affiliate should be totally irrelevant. Section l(a)(l)(ii) ofthe Railroad Retirement 

Act defines the term employer to include any “company which is directly or indirectly

owned or controlled by, or under common control with, one or more employers as defined

in paragraph (i) ofthis subdivision, and which operates any equipment or facility or

performs any service (except trucking service, casual service, and the casual operation of

equipment or facilities) in connection with the transportation of passengers or property by

railroad...”

No mention is made of any requirement that a certain percentage ofthis service must be

for the railroad affiliate. In Livingston Rebuild Center v. Railroad Retirement Board. 970

F. 2d 295, (7th Cir. 1991) the Court of Appeals for the Seventh Circuit affirmed the

Railroad Retirement Board’s decision that a rail carrier affiliate which performed car and

locomotive repairs, performed a service in connection with rail transportation where 95%

ofthe company’s business was derived from the rail industry, but only 25% from its

affiliated railroad.

Notwithstanding the fact that in certain years little or no service was performed by Oxford

for Wisconsin Central Ltd., Oxford clearly does perform all ofits leasing activity with

railroad companies. Accordingly, I do not subscribe to the majority’s determination in this

case

MAY 1 0 1936

Date