[Federal Register Volume 66, Number 90 (Wednesday, May 9, 2001)]
[Notices]
[Pages 23757-23762]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 01-11689]


-----------------------------------------------------------------------

DEPARTMENT OF TRANSPORTATION

Surface Transportation Board

[STB Finance Docket No. 34000]


Canadian National Railway Company, Grand Trunk Corporation, and 
WC Merger Sub, Inc.--Control--Wisconsin Central Transportation 
Corporation, Wisconsin Central Ltd., Fox Valley & Western Ltd., Sault 
Ste. Marie Bridge Company, and Wisconsin Chicago Link Ltd.

AGENCY: Surface Transportation Board, DOT.

ACTION: Decision No. 2 in STB Finance Docket No. 34000; Notice of 
Acceptance of Application; Issuance of Procedural Schedule.

-----------------------------------------------------------------------

SUMMARY: The Surface Transportation Board (Board) is accepting for 
consideration the application filed April 9, 2001, by Canadian National 
Railway Company (CNR), Grand Trunk Corporation (GTC), and WC Merger 
Sub, Inc. (Merger Sub),\1\ and by Wisconsin Central Transportation 
Corporation (WCTC), Wisconsin Central Ltd. (WCL), Fox Valley & Western 
Ltd. (FVW), Sault Ste. Marie Bridge Company (SSMB), and Wisconsin 
Chicago Link Ltd. (WCLL).\2\ The application seeks Board approval and 
authorization under 49 U.S.C. 11321-26 for the acquisition of control 
by CNR and GTC of WCTC and through it of WCTC's rail carrier 
subsidiaries WCL, FVW, SSMB, and WCLL.\3\ As a result of the 
transaction, WCTC and its rail carrier subsidiaries would become 
indirect wholly owned subsidiaries of CN. The Board further finds that 
this is a ``minor transaction'' under 49 CFR 1180.2(c).
---------------------------------------------------------------------------

    \1\ CNR, GTC, and Merger Sub are referred to collectively as CN.
    \2\ WCTC, WCL, FVW, SSMB, and WCLL are referred to collectively 
as WC. CN and WC are referred to collectively as applicants.
    \3\ Merger Sub, an indirect wholly owned subsidiary of CNR, will 
be merged into WCTC, whereupon the separate existence of Merger Sub 
will cease.
---------------------------------------------------------------------------

    The Board has considered applicants'' petition for scheduling 
order, filed April 9, 2001. With a modification to provide additional 
time for public comments, the Board is adopting the procedural schedule 
applicants have proposed (which, as modified, would result in a 
decision being issued some 28 days prior to the statutory deadline, 
assuming as explained later on that no oral argument is held and no 
unanticipated environmental review is required). The Board's schedule 
provides for the issuance of a final decision no later than 45 days 
after the close of the record.

DATES: The effective date of this decision is May 9, 2001. Applicants 
must submit their Safety Integration Plan (SIP) to the Board by May 9, 
2001. Applicants also must distribute their Environmental Appendix and 
SIP to the public and initiate publication of newspaper notices by May 
14, 2001. Any person who wishes to participate in this proceeding as a 
party of record must file, no later than May 25, 2001, a notice of 
intent to participate. All comments on applicants Environmental 
Appendix and SIP must be filed no later than June 13, 2001. All 
comments, protests, requests for conditions, and any other evidence and 
argument in opposition to the application, including filings by the 
U.S. Department of Justice (DOJ) and U.S. Department of Transportation 
(DOT) must be filed by June 25, 2001. Response to comments, protests, 
requested conditions, and other opposition, response to comments

[[Page 23758]]

of DOJ and DOT, and rebuttal in support of the application must be 
filed by July 25, 2001. For further information respecting dates, see 
Appendix A (Procedural Schedule).

ADDRESSES: Send an original and 25 copies of all pleadings referring to 
STB Finance Docket No. 34000 to: Surface Transportation Board, Office 
of the Secretary, Case Control Unit, 1925 K Street, NW., Washington, DC 
20423-0001.\4\ In addition, one copy of all documents in this 
proceeding must be sent to: (1) Secretary of the United States 
Department of Transportation, 400 Seventh Street, SW., Washington, DC 
20590; (2) Attorney General of the United States, c/o Assistant 
Attorney General, Antitrust Division, Room 3645, Department of Justice, 
Washington, DC 20530; (3) Paul A. Cunningham, Esq., Harkins Cunningham, 
801 Pennsylvania Avenue, NW., Suite 600, Washington, DC 20004-2664; and 
(4) William C. Sippel, Esq., Fletcher & Sippel LLC, Two Prudential 
Plaza, 180 North Stetson Avenue, Chicago, IL 60601-6721.
---------------------------------------------------------------------------

    \4\ In order for a document to be considered a formal filing, 
the Board must receive an original and 25 copies of the document, 
which must show that it has been properly served. Documents 
transmitted by facsimile (FAX) will not be considered formal filings 
and are not encouraged because they will result in unnecessarily 
burdensome, duplicative processing. In addition, each formal filing 
must be accompanied by an electronic submission per our requirements 
as discussed in detail in this decision. As an exception to these 
requirements, parties filing comments to environmental documents 
should follow procedures as provided with such documents.
---------------------------------------------------------------------------

    In addition to submitting an original and 25 copies of all paper 
documents filed with the Board, parties also must submit, on 3.5-inch 
IBM-compatible floppy diskettes (disks) or on compact discs (CDs),\5\ 
copies of all textual materials, electronic workpapers, data bases and 
spreadsheets used to develop quantitative evidence. Textual materials 
must be in WordPerfect 9.0 or compatible with this version of 
WordPerfect.\6\ Electronic spreadsheets must be in Lotus 1-2-3 Release 
9 or Microsoft Excel 97 or compatible with these versions of the 
software. In the past, the Board has encountered problems with the 
``links'' in spreadsheets functioning properly when the spreadsheets 
are installed on desktop computers or network servers. To avoid such 
problems, naming and linking conventions should be used that will 
permit the spreadsheets to operate on the Board's computers.\7\ 
Electronic data bases should be compatible with the Microsoft Open 
Database Connectivity (ODBC) standard.\8\ The Board currently uses 
Microsoft Access 97, and data bases submitted should be either in this 
format or another ODBC compatible format. Otherwise, submitters should 
explain why it is not possible to submit the data base in this format 
and seek a determination as to whether it is feasible for us to accept 
the data base in another format. A copy of each disk or CD submitted to 
the Board should be provided to any other party upon request. Further 
details are discussed below.
---------------------------------------------------------------------------

    \5\ Parties must clearly label each formal filing with an 
identification acronym and number. See 49 CFR 1180.4(a)(2). Each 
disk or CD should be clearly labeled with the identification acronym 
and number of the corresponding paper document, and labeled as 
containing confidential or redacted materials. These electronic 
filing requirements do not apply to filings addressing environmental 
documents.
    \6\ Absent a waiver for good cause, we require submissions to be 
in WordPerfect format so that they can be quickly and accurately 
disseminated electronically to Board staff.
    \7\ We will not specify a particular naming and linking 
convention. It is incumbent upon the submitter to use generic naming 
and linking conventions that will permit the spreadsheets to operate 
on desktop computers or from a network server. Questions concerning 
naming and linking matters and/or compatibility with our computers 
can be addressed to William Washburn, Office of Economics, 
Environmental Analysis, and Administration, at (202) 565-1550.
    \8\ ODBC is a Windows technology that allows a data base 
software package, such as Microsoft Access, to import data from a 
data base created using a different software package. All data bases 
must be supported with adequate documentation on data attributes, 
SQL queries, programmed reports, etc.

FOR FURTHER INFORMATION CONTACT: Julia M. Farr, (202) 565-1613. [TDD 
---------------------------------------------------------------------------
for the hearing impaired: 1-800-877-8339.]

SUPPLEMENTARY INFORMATION: Applicants are seeking approval of a 
proposed transaction set forth in their application (CN/WC-2) filed on 
April 9, 2001.\9\ The proposed transaction involves the acquisition of 
control by CNR and GTC of WCTC and through it of WCTC's rail carrier 
subsidiaries WCL, FVW, SSMB, and WCLL. As a result of the transaction, 
WCTC and its rail carrier subsidiaries would become indirect wholly 
owned subsidiaries of CN.
---------------------------------------------------------------------------

    \9\ On April 27, 2001, applicants filed a list of errata (CN/WC-
4) to their CN/WC-2 application.
---------------------------------------------------------------------------

    Applicants state that, because the proposed transaction does not 
involve the merger or control of two or more Class I railroads, their 
application is subject to 49 U.S.C. 11324(d). Applicants also assert 
that this is a ``minor transaction'' as defined in 49 CFR part 
1180.\10\
---------------------------------------------------------------------------

    \10\ In proceedings not involving the merger or control of at 
least two Class I railroads, a transaction is minor if a 
determination can be made either (1) that the transaction clearly 
will not have any anticompetitive effects, or (2) that any 
anticompetitive effects of the transaction will clearly be 
outweighed by the transaction's anticipated contribution to the 
public interest in meeting significant transportation needs. 49 CFR 
1180.2(b).
---------------------------------------------------------------------------

    Applicants argue that the proposed transaction would have no 
anticompetitive effects, noting that it would result in the end-to-end 
connection of two railroad systems that do not overlap. Applicants also 
state that there would be no 2-to-1 or 3-to-2 shippers on the CN/WC 
system,\11\ no reduction in geographic or product competition and no 
increase in market power. According to applicants, the transaction will 
enhance competition and provide significant benefits to the shipping 
public.
---------------------------------------------------------------------------

    \11\ A 2-to-1 shipper would be a shipper served by both CN and 
WC, but by no other railroad, and a 3-to-2 shipper would be a 
shipper served by CN, WC, and a third railroad. As a result of a 
merger between applicants into one railroad entity, a 2-to-1 shipper 
would have only one serving railroad and a 3-to-2 shipper would have 
two serving railroads. While applicants state there are no such 
shippers on the CN/WC system, applicants note that Oba, Ontario, is 
technically a 2-to-1 location, but that there are no industries 
served by either of the two railroads at that point and therefore no 
adverse effect on competition for rail service there.
---------------------------------------------------------------------------

    On April 9, 2001, applicants also filed a petition for a scheduling 
order, as discussed below, that would provide for a more expedited 
processing of the application than the maximum time allotted for 
consideration of minor transaction applications. On May 1, 2001, Great 
Lakes Transportation, LLC (Great Lakes), late-filed a reply in 
opposition to the applicants' expedited scheduling petition, requesting 
also that the Board find that the proposed transaction is significant 
and dismiss the application as incomplete or require supplemental 
information.\12\ Great Lakes also sought leave to file its reply one 
day late. Given our statutory deadline for publishing notice of 
acceptance of the application in the Federal Register, it is difficult 
to understand why Great Lakes waited so long to make this filing in 
connection with the much-publicized transaction. Nevertheless, the 
filing will be accepted.
---------------------------------------------------------------------------

    \12\ We also have received correspondence asking us to find that 
the proposed transaction is significant, and not minor.
---------------------------------------------------------------------------

    Great Lakes indirectly controls: (1) USS Great Lakes Fleet, Inc. 
(USS Fleet), a water carrier that operates on the Great Lakes; (2) The 
Duluth, Missabe & Iron Range Railway Company (DM&IR), a Class II 
railroad; (3) The Bessemer & Lake Erie Railroad Company (B&LE), also a 
Class II railroad; and (4) The Pittsburgh & Conneaut Dock Company (P&C 
Dock), a dock company that is also a Class III rail carrier. Great 
Lakes, entirely owned by the Blackstone Group and the management team 
at Great Lakes, is primarily concerned about the

[[Page 23759]]

effects of the CN/WC transaction on the transportation of taconite 
pellets from Northeastern Minnesota to steel plants in the Midwest. 
According to Great Lakes, DM&IR moves taconite from taconite plants in 
Minnesota to dock facilities at Duluth and Two Harbors, MN, where it is 
loaded onto USS Fleet boats for movement on the Great Lakes. Great 
Lakes indicates that some of the taconite is then unloaded at P&C Dock 
and loaded onto B&LE trains for movement to U.S. Steel's Edgar Thomson 
steel mill in Pittsburgh, PA. Great Lakes maintains that the CN/WC's 
possible diversion of this taconite traffic to all-rail movements 
threatens to undermine the economics of water transportation service on 
the lakes and to eliminate essential rail and water services now 
provided by Great Lakes' affiliated carriers, as well as employment on 
those carriers. Great Lakes also asserts that all-rail movements would 
be less efficient and less safe than transportation that includes water 
movements across the Great Lakes. Because of the expressed concerns 
about the possible effects of the transaction on its companies, and 
potentially on users of their services, Great Lakes asserts that the 
applicants have not demonstrated that the proposed transaction is 
minor, and thus that the Board should find it to be significant and the 
application incomplete. Great Lakes also argues that we should require 
applicants to submit more detailed environmental information.
    The applicants filed a reply to Great Lakes' filing on May 2, 2001. 
The applicants oppose Great Lakes' request for a finding that the 
transaction should be deemed ``significant'' and its request that the 
application be dismissed.
    On April 27, 2001, The National Industrial Transportation League 
(NITL) filed a statement in support of approval of the application and 
in support of finding that it involves a minor transaction. NITL states 
that it has entered into an agreement with CN, by which CN has agreed 
to provide certain protections for rail shippers.

The Applicants

    CN is a major Canadian railroad \13\ that operates a rail network 
consisting of 3,912 route miles in 14 states in the United States, and 
11,620 route miles in eight Canadian provinces. CN has principal routes 
(1) to every major metropolitan area in Canada; (2) to the major U.S. 
cities of Buffalo, NY; Detroit, MI; Duluth, MN/Superior, WI; and 
Chicago, IL; (3) north-south between Chicago and the Gulf of Mexico, 
reaching every major metropolitan area on the Mississippi River, 
including Chicago, IL, East St. Louis, IL/St. Louis, MO, Memphis, TN, 
and New Orleans, LA; and (4) east-west between Chicago and Nebraska and 
Iowa, extending from Sioux City, IA, and Omaha, NE/Council Bluffs, IA, 
in the West to Chicago in the East. The eastern terminus of CN's 
network is Halifax, Nova Scotia; the western termini are Vancouver and 
Prince Rupert, British Columbia; and the southern terminus is New 
Orleans. CN's traffic, between Duluth/Superior and Chicago, is carried 
under haulage agreements over the lines of WC.
---------------------------------------------------------------------------

    \13\ CN indirectly controls two Class I railroads--Grand Trunk 
Western Railroad Incorporated and Illinois Central Railroad 
Company--and several non-Class I railroads operating in the United 
States.
---------------------------------------------------------------------------

    WC \14\ operates over 2,464 route miles in Wisconsin, Minnesota, 
Northeastern Illinois, and the Upper Peninsula of Michigan, and over 
296 route miles in the Province of Ontario. WC's main route extends 
from outside Chicago north through the Fox River Valley region of 
Wisconsin through Fond du Lac to Neenah and then northwestward through 
Stevens Point to Superior, WI. Another main route diverges from this 
line and extends to Withrow, MN, via trackage rights over CP to 
Minneapolis/St. Paul, MN. Other WC lines extend to Green Bay, 
Milwaukee, Wausau, Wisconsin Rapids, Ashland, and East Winona, WI; to 
Sault Ste. Marie, MI; and between the iron ore ranges around Ishpeming, 
MI, and the lake docks at Escanaba, MI. WC, through its ACRI 
subsidiary, also operates 296 miles of rail line in Canada between 
Sault Ste. Marie and Hearst, ON. WC's principal yard terminals and shop 
facilities are located at Fond du Lac and Stevens Point, WI, and Sault 
Ste. Marie, ON. Major interchange locations on WC's routes are Chicago, 
Superior, Minneapolis/St. Paul, and Sault Ste. Marie, ON.
---------------------------------------------------------------------------

    \14\ WC consists of three Class II railroads (WCL, FVW, and 
SSMB), one Class III railroad (WCLL), and a Canadian carrier (Algoma 
Central Railway Inc. (ACRI)). WCTC is a noncarrier holding company.
---------------------------------------------------------------------------

    The principal routes of the combined CN/WC rail system would be 
identical to those of the individual railroads, with the addition of 
through routes where interchange or haulage is now required. Applicants 
state that no track redundancies would be created by the transaction, 
and no abandonments would result from the combination of the two 
systems.

CN/WC Agreement

    According to the applicants, on January 29, 2001, CNR, Merger Sub, 
and WCTC entered into an Agreement and Plan of Merger (Agreement). 
Subject to the Board's authorization and other conditions, Merger Sub 
(a Delaware corporation and an indirect wholly owned subsidiary of CN) 
will be merged into WCTC in accordance with Delaware law, whereupon the 
separate existence of Merger Sub will cease, and WCTC will be an 
indirect wholly owned subsidiary of CNR. The Agreement provides that, 
upon the merger of Merger Sub into WCTC, each share of WCTC that was 
outstanding immediately before the merger will be converted into the 
right to receive $17.15 in cash.\15\ On April 4, 2001, approximately 
79% of WCTC's outstanding shares were voted on the proposal, and 99% of 
those shares voted were in favor of the Agreement.
---------------------------------------------------------------------------

    \15\ Applicants stated that all monetary amounts listed in the 
application are stated in U.S. dollars, unless otherwise noted.
---------------------------------------------------------------------------

Public Interest

    Applicants assert that the transaction will further the public 
interest by improving the quality of rail transportation service to the 
public with an extended unified network, offering more efficient 
single-line routings linking markets in the United States and Canada, 
improving or eliminating interchanges, and improving equipment 
utilization, which will reduce operating costs and reduce terminal 
dwell time and overall cycle times for both cars and locomotives. 
Applicants claim that quantified public benefits arising from 
efficiencies of the transaction would be approximately $52 million per 
year.

Labor Impact

    Applicants have submitted one Labor Impact Statement which shows 
the projected effects of the CN/WC merger on all categories of 
employment, including both agreement and nonagreement personnel of the 
combined CN/WC system. The Labor Impact Statement is organized by 
location and, for each location, reflects job classification(s) that 
will be created, eliminated, or transferred. Also indicated are the 
number of positions affected at each location by classification and the 
year in which positions will be moved to another location, abolished, 
or added. If a position is to be relocated, the Labor Impact Statement 
identifies the new location.
    As explained in the Operating Plan,\16\ the transaction will have a 
relatively small impact on CN/WC's employment levels. The applicants 
foresee that

[[Page 23760]]

throughout the implementation period the major mechanical shops in 
Stevens Point and Fond du Lac will remain in place, as will the Stevens 
Point customer service, train dispatching, crew management and 
clearance bureau operations.\17\ As new systems are implemented, 
applicants will focus significantly on training to ensure that all 
present employees acquire the necessary skills to continue operating 
safely and efficiently in their new environments.
---------------------------------------------------------------------------

    \16\ See CN/WC-2, Vol. 1, at 410-13.
    \17\ Applicants expect that improved productivity of the 
locomotive and car fleets will allow CN/WC to eliminate most 
locomotive repair work at Stevens Point, relying instead on Fond du 
Lac, and to reduce the need for car repair work at Stevens Point and 
Fond du Lac. Applicants state that they do not currently plan any 
major changes in the day-to-day maintenance of way and signal 
maintenance operations as a result of the transaction. CN/WC-2, Vol. 
1, at 403-04.
---------------------------------------------------------------------------

    Applicants anticipate that the merger will likely affect employment 
levels in three primary areas. First, duplicative administrative 
activities will be streamlined, which primarily will affect executive 
and senior management personnel in WC's Rosemont corporate 
headquarters. Second, the transaction will give rise to significant 
improvements in equipment utilization and maintenance activities, which 
will reduce the need for mechanical shop employees. Third, the greater 
maintenance-of-way resources of the larger system can support 
meaningful maintenance-of-way efficiencies, thereby reducing that work 
force, which mostly will affect temporary and seasonal employees across 
the WC service territory. Applicants believe that some of these 
expected employment reductions will be accomplished through normal 
attrition.
    Applicants acknowledge that, if we approve the transaction proposed 
in the application, the transaction would be subject to the employee 
protective conditions and other procedures adopted in New York Dock--
Control--Brooklyn Eastern District Terminal, 360 I.C.C. 60, aff'd sub 
nom. New York Dock Ry. v. United States, 609 F.2d 83 (2d Cir. 1979).

Acceptance of Application

    Under 49 CFR part 1180, the Board must determine whether a proposed 
transaction is major, significant, or minor. Great Lakes opposes the 
designation of the transaction as minor, based on the alleged impact on 
taconite traffic that it handles in combined rail-water service. Great 
Lakes' own submission appears to show that this taconite traffic can 
already move in all-rail service, whether or not the application is 
approved. Great Lakes' filing does not make enough of a showing that 
the proposed transaction, as described, has regional or national 
transportation significance as referenced in 49 U.S.C. 11325 or that 
there would be anticompetitive effects that would outweigh the 
transaction's anticipated contribution to the public interest in 
meeting significant transportation needs pursuant to 49 CFR 
1180.2(b)(2). But Great Lakes' concerns (including environmental 
concerns) can be fully addressed in the submissions of all interested 
parties and considered by the Board within the schedule we are 
establishing for this proceeding. Accordingly, we will treat the 
proposal as a minor transaction under 49 CFR 1180.2(c) subject to the 
procedural provisions of 49 U.S.C. 11325(a)(3) and 11325(d). Because 
the application complies with the applicable regulations governing 
minor transactions, we accept the application for consideration.

Public Inspection

    The application, including various accompanying exhibits, are 
available for inspection in the Docket File Reading Room (Room 755) at 
the offices of the Surface Transportation Board, 1925 K Street, NW., in 
Washington, DC. In addition, they may be obtained from applicants' 
representatives named above.

Procedural Schedule

    In their petition for a scheduling order, applicants request that 
we issue a final decision in this proceeding within 180 days from the 
filing of the application. Applicants propose that all comments, 
protests, and requests for conditions, and any other evidence or 
argument in opposition to the application by all parties be due June 8, 
2001 (30 days after publication of the Federal Register notice 
accepting the application), and that applicants' rebuttal or other 
responses to those filings be due July 9, 2001 (30 days later). 
According to applicants, this schedule leaves ample time for the Board 
to schedule an oral argument if warranted and to render a decision 
within the statutory deadline. As noted above, Great Lakes opposes the 
applicants' proposed schedule.
    We will adopt a procedural schedule that provides some additional 
time to that proposed by applicants for comments on their application, 
but still provides for less total time than that provided by the 
deadlines set forth at 49 U.S.C. 11325(d), to ensure proper review of 
the transaction, including consideration of the position of Great 
Lakes. The statute allows for 6 months for the processing of minor 
consolidation proceedings. Under 49 U.S.C. 11325(d)(2), the Board must 
conclude the evidentiary stage of the proceeding by the 105th day after 
publication of the Federal Register notice accepting the application, 
and must issue the final decision by the 45th day after the conclusion 
of the evidentiary stage.
    Accordingly, all comments, protests, and requests for conditions, 
and any other evidence or argument in opposition to the application by 
all parties will be due 45 days after publication of the Federal 
Register notice accepting the application, which will be on June 25, 
2001. As suggested by applicants, applicants' rebuttal and other 
responses to those filings will be due 30 days later, on July 25, 2001. 
The final written decision addressing the application will be issued 
within 45 days thereafter. If we determine that an Environmental 
Assessment or Environmental Impact Statement is required, we will 
adjust the procedural schedule as necessary. Also, if oral argument is 
held, then the final decision will be issued within 45 days after the 
argument. Other relevant due dates are discussed in detail under our 
discussion of filing due dates.

Notice of Intent to Participate

    Any person who wishes to participate in this proceeding as a party 
of record (POR) must file with the Secretary of the Board, no later 
than May 25, 2001, an original and 25 copies of a notice of intent to 
participate, accompanied by a certificate of service indicating that 
the notice has been properly served on the Secretary of the United 
States Department of Transportation, Attorney General of the United 
States, and on applicants' representatives. In addition, as previously 
noted, parties must submit one electronic copy of each document filed 
with the Board. Further details respecting such electronic submissions 
are provided below.
    We will serve, as soon as practicable, a notice containing the 
official service list (the service list notice). Each party of record 
will be required to serve upon all other parties of record, within 10 
days of the service date of the service list notice, copies of all 
filings previously submitted by that party (to the extent such filings 
have not previously been served upon such other parties). Each party of 
record also will be required to file with the Secretary of the Board, 
within 10 days of the service date of the service list notice, an 
original plus 10 copies of a certificate of service, along with an 
electronic copy, indicating that the service required by

[[Page 23761]]

the preceding sentence has been accomplished. Every filing made by a 
party of record after the service date of the service list notice must 
have its own certificate of service indicating that all PORs on the 
service list have been served with a copy of the filing. Members of the 
United States Congress (MOCs) and Governors (GOVs) are not parties of 
record (PORs), and therefore, need not be served with copies of 
filings, unless any such Member or Governor has requested to be, and is 
designated as, a POR.
    We will serve copies of our decisions, orders, and notices only on 
those persons who are designated on the official service list as either 
POR, MOC, or GOV. All other interested persons are encouraged to make 
advance arrangements with the Board's copy contractor, Da-to-Da Office 
Solutions, to receive copies of Board decisions, orders, and notices 
served in this proceeding. Da-to-Da Office Solutions will handle the 
collection of charges and the mailing and/or faxing of decisions, 
orders, and notices to persons who request this service. The telephone 
number for Da-to-Da Office Solutions is: (202) 756-1649.\18\
---------------------------------------------------------------------------

    \18\ An interested person does not need to be on the service 
list to obtain a copy of the application or any other filing made in 
this proceeding. Our Railroad Consolidation Procedures provide: 
``Any document filed with the Board (including applications, 
pleadings, etc.) shall be promptly furnished to interested persons 
on request, unless subject to a protective order.'' See 49 CFR 
1180.4(a)(3), as recently amended in Railroad Consolidation 
Procedures-Modification of Fee Policy, STB Ex Parte No. 556, 62 FR 
9714, 9717 (Mar. 4, 1997) (interim rules), 62 FR 28375 (May 23, 
1997) (final rules). The application and other filings in this 
proceeding also will be available on the Board's website at 
``www.stb.dot.gov'' under ``Filings.'' Furthermore, Da-to-Da Office 
Solutions will provide, for a charge, copies of the application or 
any other filing made in this proceeding, except to the extent any 
such filing is subject to the protective order entered heretofore in 
this proceeding.
---------------------------------------------------------------------------

Comments, Protests, Requests for Conditions, and Other Opposition 
Evidence and Argument, Including Filings by DOJ and DOT

    Any interested persons, including the U.S. Attorney General and the 
U.S. Secretary of Transportation, may file written comments, protests, 
requests for conditions, and any other opposition evidence and argument 
no later than June 25, 2001. This deadline applies to comments, etc., 
addressing the application.
    Parties addressing the application, filing comments, protests, 
requests for conditions, and any other opposition evidence and argument 
(including filings by DOJ and DOT) must submit an original and 25 
copies of such documents, referring to STB Finance Docket No. 34000 
(lead docket). All submissions must be filed with the Surface 
Transportation Board, Office of the Secretary, Case Control Unit, 1925 
K Street, NW., Washington, DC 20423-0001. In addition, as previously 
noted, parties must submit one electronic copy of each document filed 
with the Board. Further details respecting such electronic submissions 
are provided below.
    Written comments, etc., must be concurrently served by first class 
mail on the U.S. Attorney General and the U.S. Secretary of 
Transportation, applicants' representatives, and all other parties of 
record.
    Consistent with 49 CFR 1180.4(d)(1)(iii), written comments, etc., 
must include:
    (A) The docket number and title of the proceeding;
    (B) The name, address, and telephone number of the commenting party 
and its representative upon whom service shall be made;
    (C) The commenting party's position, i.e., whether it supports or 
opposes the proposed transaction;
    (D) A statement whether the commenting party intends to participate 
formally in the proceeding, or merely to comment on the proposal;
    (E) If desired, a request for an oral hearing with reasons 
supporting this request; the request must indicate the disputed 
material facts that can be resolved only at a hearing; and
    (F) a list of all information sought to be discovered from 
applicant carriers.
    Because we have determined that this proposal is a minor 
transaction, no responsive applications will be permitted. See 49 CFR 
1180.4(d)(4)(i).
    Protesting parties are advised that, if they seek either the denial 
of the application or the imposition of conditions upon any approval 
thereof, on the theory that approval without imposition of conditions 
will harm either their ability to provide essential services and/or 
competition, they must present substantial evidence in support of their 
positions. See Lamoille Valley R.R. Co. v. ICC, 711 F.2d 295 (D.C. Cir 
1983).

Response to Comments, Protests, Requested Conditions, and Other 
Opposition, Including DOJ and DOT; Rebuttal in Support of 
Application

    Parties submitting responses to comments, protests, requested 
conditions, and other opposition, including DOJ and DOT, and rebuttal 
in support of the application must be filed with the Board by July 25, 
2001.

Other Dates

    The procedural schedule adopted in this decision further provides: 
(1) That applicants must file a SIP on May 9, 2001, as they have 
proposed; (2) that applicants must distribute copies of their 
Environmental Appendix and SIP to the public and initiate publication 
of newspaper notices by May 14, 2001 (within 5 days of service of this 
decision); (3) that all comments on applicants' Environmental Appendix 
and SIP are due on June 13, 2001; and (4) that the final written 
decision, addressing the application will be served on September 7, 
2001, if we determine that no Environmental Assessment or Environmental 
Impact Statement is required and that there will be no oral argument. 
If oral argument is held, the decision will be served 45 days 
thereafter.

Discovery

    Discovery may begin immediately. We encourage the parties to 
resolve all discovery matters expeditiously and amicably.

Environmental Matters

    Applicants assert in their application that the proposed 
transaction will have insignificant environmental effects and therefore 
does not require a formal environmental review under the National 
Environmental Policy Act of 1969 (NEPA). Applicants state that the 
transaction will cause only modest changes in carrier operations, none 
of which would exceed the thresholds triggering environmental review 
established in our environmental rules at 49 CFR 1105.7(e)(4) or (5). 
Applicants further state that the transaction is exempt under 49 CFR 
1105.6(c)(2)(i) from environmental reporting requirements and exempt 
under 49 CFR 1105.8(b)(1) and (3) from historic preservation reporting 
requirements.
    To assist the Board's Section of Environmental Analysis (SEA) in 
determining whether there is a need for environmental review of this 
transaction, SEA directed applicants to prepare an Environmental 
Appendix providing additional details and explanation, including maps, 
supporting applicants' conclusion that this transaction does not 
warrant environmental documentation. SEA has reviewed the Environmental 
Appendix.
    Applicants also have been working with the Federal Railroad 
Administration (FRA) to develop a Safety Integration Plan (SIP), under 
FRA guidelines, specifically addressing the process of safely combining 
applicants' two separate systems, if the proposed

[[Page 23762]]

transaction is approved. Applicants indicate that they will submit the 
SIP to SEA by May 9, 2001.
    To facilitate public review and comment on all aspects of the 
Environmental Appendix and the SIP, we are directing applicants, within 
5 days of the service date of this decision (i.e., May 14, 2001), to 
mail copies of these materials to appropriate federal, state, and local 
agencies and other interested parties and to announce that we are 
providing a 30-day period for interested parties to submit comments by 
June 13, 2001, to SEA. In addition, we direct applicants to publish a 
notice in newspapers of general circulation in each county in the 
United States through which affected rail line segments pass alerting 
the public that the Environmental Appendix and SIP are available, and 
how to obtain copies and submit comments. We will further ensure broad 
access to the Environmental Appendix and SIP by making them available 
on the Board's web site at www.stb.dot.gov. Applicants shall certify 
that they have met these mailing and newspaper notice requirements.
    Based on its consideration of all timely comments and its own 
independent review of all available environmental information, 
including the SIP, SEA will recommend to the Board whether there is a 
need for formal environmental review in this case. We will then 
determine whether to issue a finding of no significant environmental 
impact, or, alternatively, whether an Environmental Assessment (EA) or 
Environmental Impact Statement (EIS) should be prepared. If it appears 
that an EA or EIS is required to meet the Board's NEPA obligations, the 
procedural schedule set forth here will be adjusted accordingly. Even 
if no EA or EIS is warranted, consistent with our recent practice, we 
intend to impose a condition on any decision approving the transaction 
requiring applicants to comply with the SIP.

Electronic Submissions \19\
---------------------------------------------------------------------------

    \19\ As noted previously, these requirements do not apply to 
filings addressing environmental documents. Parties submitting 
comments to applicants' Environmental Appendix and SIP should follow 
procedures as provided with such documents.
---------------------------------------------------------------------------

    As already mentioned, in addition to submitting an original and 25 
paper copies of each document filed with the Board, parties must 
submit, on disks or CDs, copies of all textual materials, electronic 
work papers, data bases and spreadsheets used to develop quantitative 
evidence. Data must be submitted on 3.5 inch IBM-compatible floppy 
disks or CDs. Textual materials must be in, or compatible with, 
WordPerfect 9.0. Electronic spreadsheets must be in, or compatible 
with, Lotus 1-2-3 Release 9, or Microsoft Excel 97. Each disk or CD 
should be clearly labeled with the identification acronym and number of 
the corresponding paper document, see 49 CFR 1180.4(a)(2), and a copy 
of such disk or CD should be provided to any other party upon request. 
Also, each disk or CD should be clearly labeled as containing 
confidential or redacted materials. The data contained on the disks and 
CDs submitted to the Board will be subject to the protective order 
granted in Decision No. 1, served February 5, 2001, and will be for the 
exclusive use of Board employees reviewing substantive and/or 
procedural matters in this proceeding. The flexibility provided by such 
computer data will facilitate timely review by the Board and its 
staff.\20\
---------------------------------------------------------------------------

    \20\ The electronic submission requirements set forth in this 
decision supersede, for the purposes of this proceeding, the 
otherwise applicable electronic submission requirements set forth in 
our regulations. See 49 CFR 1104.3(a), as amended in Expedited 
Procedures for Processing Rail Rate Reasonableness, Exemption and 
Revocation Proceedings, STB Ex Parte No. 527, 61 FR 52710, 52711 
(Oct. 8, 1996), 61 FR 58490, 58491 (Nov. 15, 1996).
---------------------------------------------------------------------------

    This action will not significantly affect either the quality of the 
human environment or the conservation of energy resources.
    It is ordered:
    1. The application is accepted for consideration under 49 U.S.C. 
11321-26 as a minor transaction under 49 CFR 1180.2(c).
    2. Great Lakes' filing of May 1, 2001, is accepted.
    3. Great Lakes' request for dismissal of the CN/WC application is 
denied.
    4. Parties must comply with the Procedural Schedule adopted by the 
Board in this proceeding as shown in Appendix A.
    5. Parties must comply with the procedural requirements described 
in this decision.
    6. This decision is effective on May 9, 2001.

    Decided: May 3, 2001.

    By the Board, Chairman Morgan, Vice Chairman Clyburn, and 
Commissioner Burkes.
Vernon A. Williams,
Secretary.

Appendix A: Procedural Schedule

    April 9, 2001  Application and Petition for Scheduling Order 
filed.
    May 9, 2001  Board notice of acceptance of application published 
in the Federal Register.
    May 9, 2001  Safety Integration Plan (SIP) due.
    May 14, 2001  Applicants distribute Environmental Appendix and 
SIP to public and initiate publication of newspaper notices.
    May 25, 2001  Notice of intent to participate due.
    June 13, 2001  All comments on Environmental Appendix and SIP 
due.
    June 25, 2001  All comments, protests, requests for conditions, 
and any other evidence and argument in opposition to the application 
due, including filings of the U.S. Department of Justice (DOJ) and 
the U.S. Department of Transportation (DOT).
    July 25, 2001  Response to comments, protests, requested 
conditions, and other opposition due. Response to comments of DOJ 
and DOT due. Rebuttal in support of application due (close of 
record).
    September 7, 2001  Date of service of final decision (if no 
Environmental Assessment or Environmental Impact Statement is 
required and there is no oral argument).

[FR Doc. 01-11689 Filed 5-8-01; 8:45 am]
BILLING CODE 4915-00-P