40566 Federal Register / Vol. 62, No. 145 / Tuesday, July 29, 1997 / Notices

1 In UP/SP, Decision No. 44: Union Pacific

Corporation was referred to as UPC; Union Pacific

Railroad Company was referred to as UPRR;

Missouri Pacific Railroad Company was referred to

as MPRR; UPRR and MPRR were referred to

collectively as UP; Southern Pacific Rail

Corporation was referred to as SPR; Southern

Pacific Transportation Company was referred to as

SPT; St. Louis Southwestern Railway Company was

referred to as SSW; SPCSL Corp. was referred to as

SPCSL; The Denver and Rio Grande Western

Railroad Company was referred to as DRGW; SPT,

SSW, SPCSL, and DRGW were referred to

collectively as SP; UPC, UP, SPR, and SP were

referred to collectively as ‘‘applicants’; and the

application that had been filed by applicants on

November 30, 1995, was variously referred to as

‘‘the application’’ and ‘‘the primary application.’’

2The reference is to Schwabacher v. United

States, 334 U.S. 192 (1948).

within the requirements of 14 CFR part

158 (§ 158.25). The FAA will approve or

disapprove the applications, in whole or

in part, no later than November 16,

1997. However, the FAA will make no

decision on the use application until the

Port Authority, the Federal Highway

Administration, and the New York State

Department of Transportation finalize

the Transportation Conformity process.

The following is a brief overview of

the application.

Applications number: 97–04–C–00–

JFK, LGA, EWR.

Level of the proposed PFC: $3.00.

Proposed charge effective date:

September 1, 1997.

Proposed charge expiration date:

December 1, 2009.

Total estimated PFC revenue:

$1,248,000,000.

Brief description of proposed projects:

The Port Authority of NY & NJ request

authority to use PFC revenue on two

projects previously approved for

collection:

1. Construct a Light Rail System (LRS)

to serve the JFK Central Terminal Area

(CTA).

2. Construct a 3.3 mile LRS

connecting the NYCT Howard Beach

Subway Station to the JFK CTA.

The Port Authority of NY & NJ also

request the authority to impose and use

PFC’s for one new project:

—Construct a 3.1 mile long LRS

connecting the LIRR Jamaica Station

to the NYCT Howard Beach LRS

Class or classes of air carriers which

the public agency has requested not be

required to collect PFC’s: Air taxi,

except commuter air carriers.

Any person may inspect the

application in person at the FAA office

listed above under FOR FURTHER

INFORMATION CONTACT and at the FAA

regional Airports office located at:

Fitzgerald Federal Building, John F.

Kennedy International Airport, Jamaica,

New York, 11430.

In addition, any person may, upon

request, inspect the application, notice

and other documents germane to the

application in person at the office of the

Port Authority of New York & New

Jersey.

Issued in Jamaica, New York on July 21,

1997.

William DeGraaff,

Assistant Manager, Airports Division, Eastern

Region.

[FR Doc. 97–19856 Filed 7–28–97; 8:45 am]

BILLING CODE 4910–13–M

DEPARTMENT OF TRANSPORTATION

Surface Transportation Board

[STB Finance Docket No. 32760 (Sub–No.

23)]

Railroad Operation, Acquisition,

Construction, Etc.: Union Pacific Corp,

et al.

AGENCY: Surface Transportation Board.

ACTION: Notice that the Board has been

requested to issue a finding that the

terms and conditions of the proposed

merger of St. Louis Southwestern

Railway Company into SSW Merger

Corp. are just and reasonable.

SUMMARY: St. Louis Southwestern

Railway Company, approximately

99.96% of the common stock of which

is owned by Southern Pacific

Transportation Company, is to be

merged into SSW Merger Corp., 100% of

the common stock of which is owned by

Southern Pacific Transportation

Company. The merger envisions, among

other things, a ‘‘cashing out,’’ at a price

of $6,800 per share, of the four

shareholders who own the

approximately 0.04% of the common

stock of St. Louis Southwestern Railway

Company that is publicly held (61 out

of 173,300 shares). The Board has been

requested to issue a finding that the

terms and conditions of the merger are

just and reasonable.

DATES: Comments must be filed by

August 28, 1997. Replies must be filed

by September 12, 1997.

ADDRESSES: All pleadings should refer

to STB Finance Docket No. 32760 (SubNo. 23). Comments (an original and 10

copies) and replies (an original and 10

copies) should be sent to the Surface

Transportation Board, Office of the

Secretary, Case Control Unit, ATTN.:

STB Finance Docket No. 32760 (Sub-No.

23), 1925 K Street, NW., Washington,

DC 20423–0001. Comments should also

be served (one copy each) on Arvid E.

Roach II, Covington & Burling, 1201

Pennsylvania Avenue, NW., P.O. Box

7566, Washington, DC 20044–7566.

Replies should also be served (one copy

each) on the four shareholders who own

the 61 publicly held shares of the

common stock of St. Louis

Southwestern Railway Company and on

any other persons filing comments.

FOR FURTHER INFORMATION CONTACT: Julia

M. Farr, (202) 565–1613. [TDD for the

hearing impaired: (202) 565–1695.]

SUPPLEMENTARY INFORMATION: In

Decision No. 44 in Finance Docket No.

32760, Union Pacific Corporation,

Union Pacific Railroad Company, and

Missouri Pacific Railroad Company—

Control and Merger—Southern Pacific

Rail Corporation, Southern Pacific

Transportation Company, St. Louis

Southwestern Railway Company, SPCSL

Corp., and The Denver and Rio Grande

Western Railroad Company (UP/SP), we

approved the common control and

merger of the rail carriers controlled by

Union Pacific Corporation (Union

Pacific Railroad Company and Missouri

Pacific Railroad Company) and the rail

carriers controlled by Southern Pacific

Rail Corporation (Southern Pacific

Transportation Company, St. Louis

Southwestern Railway Company, SPCSL

Corp., and The Denver and Rio Grande

Western Railroad Company).1

The common control authorized in

UP/SP, Decision No. 44, was

consummated on September 11, 1996,

with the merger of SPR with and into

UP Holding Company, Inc., a direct

wholly owned subsidiary of UPC.

In the application filed on November

30, 1995, applicants had noted, among

other things, that, in effectuating UP/SP

common control, they intended to

merge SPT, SSW, SPCSL, and DRGW

into UPRR, although they added that

these companies might retain their

separate existence for some time. See

UP/SP, Decision No. 44, slip op. at 8.

With respect to SSW, applicants

specifically noted that, although SSW

had a small number of minority equity

holders and although the Federal

Railroad Administration (FRA) held

certain SSW redeemable preference

shares, the application did not include

a request for a Schwabacher

determination 2 with respect to the

compensation that might be paid to

SSW security holders in connection

with a merger of SSW into UPRR.

Applicants added, however, that, if they

later determined to carry out such a

merger, they would request either a

Schwabacher determination respecting

the terms of the merger or a declaratory

order that no such determination was
Federal Register / Vol. 62, No. 145 / Tuesday, July 29, 1997 / Notices 40567

3Applicants indicate that, prior to and

independent of the merger, the shares of SSW

preferred stock that are publicly held will be

redeemed at par value pursuant to their terms. See

UP/SP–306 at 1 n.2. Applicants further indicate that

they have reached an agreement with FRA

regarding the treatment of the FRA preference

shares, which will remain in existence as

obligations of the merged company. See UP/SP–306

at 3 n.4.

4This apparently has reference to the parties of

record in the UP/SP oversight proceeding. See the

UP/SP–306 certificate of service (on the

unnumbered page following p. 16). See also Union

Pacific Corporation, Union Pacific Railroad

Company, and Missouri Pacific Railroad

Company—Control and Merger—Southern Pacific

Rail Corporation, Southern Pacific Transportation

Company, St. Louis Southwestern Railway

Company, SPCSL Corp., and The Denver and Rio

Grande Western Railroad Company, STB Finance

Docket No. 32760 (Sub-No. 21) (Decision No. 2,

served June 19, 1997; Decision No. 3, served June

30, 1997; Decision No. 4, served July 16, 1997)

(these decisions list the parties of record in the

oversight proceeding).

5We assume that this refers to the four persons

listed on the UP/SP–306 certificate of service (on

the unnumbered page following p. 16).

required. See UP/SP, Decision No. 44,

slip op. at 8 n.6 (second paragraph).

By petition (designated UP/SP–306)

filed July 17, 1997, the remaining

applicants (UPC, UPRR, SPR, SPT, and

SSW, hereinafter referred to simply as

‘‘applicants’’) indicate: that MPRR was

merged into UPRR on January 1, 1997;

that SPCSL and DRGW were merged

into UPRR on June 30, 1997; that the

corporate restructuring of the UP/SP

system will be completed in February

1998 with the merger of SPT into UPRR;

and that, prior to and in anticipation of

the merger of SPT into UPRR, SSW will

be merged into SSW Merger Corp.

Applicants seek, in the UP/SP–306

petition, a determination that the terms

of the proposed merger of SSW into

SSW Merger Corp. (in particular, the

$6,800-per-share price to be paid to the

four shareholders who own the 61

shares of SSW’s common stock that are

publicly held) are just and reasonable.3/

Applicants seek this determination (1)

because they believe the Board is

required by Schwabacher to make such

a determination to protect minority

shareholders, and (2) in order to

immunize the merger of SSW into SSW

Merger Corp. from the otherwise

applicable state law rights, particularly

the otherwise applicable state law

appraisal rights, of the four remaining

public shareholders. 49 U.S.C. 11321(a).

Applicants urge expedited handling

of their petition (in particular: that we

publish notice of their petition in the

Federal Register; that we allow

interested persons 30 days to file

comments; that we further allow

applicants an additional 15 days to file

a reply; and that we proceed promptly

to a decision thereafter). Expedited

handling is sought so that there will be,

among other things, no unnecessary

waste of resources associated with the

need to maintain a formal distinction

between SSW and the other rail carriers

that have already been merged into

UPRR. Applicants indicate that UP/SP

will incur significant costs if it is unable

to merge SSW into SSW Merger Corp.

before September 30, 1997; unless that

merger is completed before the end of

the fiscal third quarter, applicants note,

UP/SP will be required to go to the

considerable time, expense, and

difficulty of preparing financial

statements that reflect the operations of

SSW as a separate entity.

Applicants indicate that they are

serving a copy of their UP/SP–306

petition ‘‘on all active parties in this

proceeding,’’ UP/SP–306 at 14 (lines 2–

3),4 and that they will serve a copy ‘‘on

any known SSW shareholders,’’ UP/SP–

306 at 14 (lines 3–4).5

Our statutory mandate, 49 U.S.C.

11324(c), requires, among other things,

that we determine, in appropriate cases,

that the terms and conditions of certain

transactions affecting stockholders are

just and reasonable. See, e.g., Union

Pacific Corp. et al.— Cont.—MO–KS–TX

Co. et al., 4 I.C.C.2d 409, 515 (1988) (‘‘In

appraising this transaction affecting the

rights of stockholders, it is incumbent

upon us to see that the interests of

minority stockholders are protected and

that the overall proposal is just and

reasonable to those stockholders.

Schwabacher v. United States, 344

U.S.C. at 198, 201.’’). Because the UP/

SP–306 petition implicates our statutory

mandate and involves a matter that

requires expedited regulatory action, we

will proceed upon the schedule urged

by applicants.

Accordingly, we solicit comments

from all interested persons respecting

whether the terms and conditions of the

proposed merger of SSW into SSW

Merger Corp. are just and reasonable.

Such comments must be submitted by

August 28, 1997. Applicants may file

replies to such comments by September

12, 1997.

Any interested person who has not

received a copy of the UP/SP–306

petition may request a copy, in writing

or by telephone, from Arvid E. Roach II,

Covington & Burling, 1201 Pennsylvania

Avenue, NW., P.O. Box 7566,

Washington, DC 20044–7566

(telephone: 202–662–5388).

Not later than the fifth day after the

date of publication of this decision,

applicants should serve a copy of this

decision upon the four public SSW

shareholders and should certify to us:

that service of this decision upon those

four persons has been made; and that

service of the UP/SP–306 petition upon

such persons, to the extent such service

was not made prior to the date of

publication of this decision, has been

made no later than the fifth day after the

date of publication of this decision.

In addition to submitting an original

and 10 copies of all documents filed

with the Board, applicants and any

commenters are requested to submit all

pleadings and attachments as computer

data contained on a 3.5-inch floppy

diskette formatted for WordPerfect 7.0

(or formatted so that it can be converted

by WordPerfect 7.0).

Decided: July 22, 1997.

By the Board, Chairman Morgan and Vice

Chairman Owen.

Vernon A. Williams,

Secretary.

[FR Doc 97–19927 Filed 7–28–97; 8:45 am]

BILLING CODE 4915–00–P