Federal Register / Vol. 60, No. 237 / Monday, December 11, 1995 / Notices 63543

1Legislation to terminate the Commission on

December 31, 1995, is now pending enactment.

Until further notice, parties submitting pleadings

should continue to use the current name and

address.

2 ATC was also licensed as a broker, but its

broker status is of no particular consequence in the

present context.

3 The cited figures (the 78.4% holdings of the

principal stockholders; the 21.6% holdings of the

ESOP, on behalf of approximately 675 ATC

employees; and the 415 shares held by the 39

former ATC employees) have varied somewhat

through the course of this proceeding. We have

therefore used the figures provided in the most

recent pleading (the petition filed November 14,

1995), which we understand to represent the exact

figures as they stood immediately prior to the

merger of ATC into ANR Freight. We realize, of

course, that the described ATC holdings add up to

415 shares above 100%. The context, however,

suggests that either the 78.4% figure or the 21.6%

figure has been rounded off, because the 415 shares

held outright by former employees amount to

approximately 0.07% of ATC’s stock.

entrance at East Fort Miley, on the

Historical Compliance Process on the

Presidio and GGNRA, and an update on

the Bolinas Lagoon Management Plan.

This meeting will also contain a

GGNRA Superintendent’s Report and a

Presidio General Manager’s Report.

A specific final agenda for this

meeting will be made available to the

public at least 15 days prior to this

meeting and can be received by

contacting the Office of the Staff

Assistant, Golden Gate National

Recreation Area, Building 201, Fort

Mason, San Francisco, California 94123

or by calling (415) 556–4484.

This meeting is open to the public. It

will be recorded for documentation and

transcribed for dissemination. Minutes

of the meeting will be available to the

public after approval of the full

Advisory Commission. A transcript will

be available three weeks after the

meeting. For copies of the minutes

contact the Office of the Staff Assistant,

Golden Gate National Recreation Area,

Building 201, Fort Mason, San

Francisco, California 94123.

Dated: December 1, 1995.

Brian O’Neill,

General Superintendent, Golden Gate

National Recreation Area.

[FR Doc. 95–29946 Filed 12–8–95; 8:45 am]

BILLING CODE 4310–70–P

INTERSTATE COMMERCE

COMMISSION

[No. MC–F–20757]

ANR Advance Holdings, Inc.—Merger

and Control Exemption—ANR Freight

System, Inc., Transport USA, Inc., and

Advance Transportation Company

AGENCY: Interstate Commerce

Commission.

ACTION: Notice that the Commission has

been requested to issue a finding that

the cash price of $10 per share payable

to the minority stockholders of Advance

Transportation Company in connection

with the recent merger of that

corporation into ANR Freight System,

Inc., is just and reasonable.

SUMMARY: On November 3, 1995,

Advance Transportation Company was

merged into ANR Freight System, Inc.,

which has been renamed ANR Advance

Transportation Company, Inc. The terms

and conditions of the merger included,

among other things, a ‘‘cashing out’’ of

all minority stockholders of Advance

Transportation Company at a price of

$10 per share. The Commission has

been requested to issue a finding that

the cash price of $10 per share payable

to the minority stockholders of Advance

Transportation Company in connection

with the merger is just and reasonable.

DATES: Comments must be filed by

January 10, 1996. Replies must be filed

by January 25, 1996.

ADDRESSES: All pleadings should refer

to No. MC–F–20757. Comments (an

original and 10 copies) should be sent

to: Office of the Secretary, Case Control

Branch, Interstate Commerce

Commission, 1201 Constitution Avenue,

N.W., Washington, D.C. 20423.1

Comments should also be served (one

copy each) on: (1) Warren Belmar,

Fulbright & Jaworski L.L.P., 801

Pennsylvania Avenue, N.W.,

Washington, D.C. 20004; and (2) James

F. Moriarty, Fleischman & Walsh, P.C.,

Suite 600, 1400 16th Street, N.W.,

Washington, D.C. 20036. Replies (an

original and 10 copies) should be sent

to: Office of the Secretary, Case Control

Branch, Interstate Commerce

Commission, 1201 Constitution Avenue,

N.W., Washington, D.C. 20423. Replies

should also be served (one copy each)

on: any persons filing comments; each

of the approximately 675 participants in

the employee stock ownership plan that

formerly held stock in Advance

Transportation Company; and each of

the 39 former employees that held stock

in Advance Transportation Company

immediately prior to the recent merger.

FOR FURTHER INFORMATION CONTACT:

Beryl Gordon, (202) 927–5610. [TDD for

the hearing impaired: (202) 927–5721.]

SUPPLEMENTARY INFORMATION: The

merger consummated November 3,

1995, was incidental to a control

transaction that involved three motor

carriers: ANR Freight System, Inc. (ANR

Freight); Transport USA, Inc.

(Transport); and Advance

Transportation Company (ATC).2

Immediately prior to the merger and

the control transaction, (1) ANR Freight

and Transport were wholly owned

direct subsidiaries of ANR Advance

Holdings, Inc. (AA Holdings), which

was itself a wholly owned direct

subsidiary of ANRFS Holdings, Inc.

(ANRFS), which was in its turn a

wholly owned indirect subsidiary of

The Coastal Corporation, and (2) ATC’s

stock was held by ‘‘principal

stockholders’’ and by ‘‘minority

stockholders.’’ The ATC principal

stockholders were eight individual

family members, who collectively

owned 78.4% of ATC’s stock. The ATC

minority stockholders included both an

employee stock ownership plan (an

ESOP), under which approximately 675

ATC employees were the beneficial

owners of the stock held by the ESOP,

and 39 former ATC employees, each of

whom owned outright ATC stock that

had formerly been held by the ESOP.

The ESOP held 21.6% of ATC’s stock;

the 39 former employees held an

additional 415 shares of ATC’s stock.3

The control transaction of which the

merger was a part involved the common

control of ANR Freight, Transport, and

ATC. Common control of these three

motor carriers was obtained by AA

Holdings, which already controlled

ANR Freight and Transport, and which

received, as part of the control

transaction, the 78.4% stock ownership

of ATC that had previously been held by

the eight principal stockholders of ATC.

In connection with and incidental to

the control transaction, (1) ATC was

merged into ANR Freight, and ANR

Freight was renamed (its new acronym

is AATC), and (2) the principal

stockholders of ATC acquired 50% of

the stock of AA Holdings (prior to the

transaction, ANRFS had held 100% of

the stock of AA Holdings). In

connection with and incidental to the

merger of ATC into ANR Freight, ATC’s

minority stockholders (the ESOP and

the former employees) were ‘‘cashed

out’’ at a price of $10 per each share of

ATC stock formerly held by such

minority stockholders.

The merger and the broader control

transaction were subject to our

jurisdiction under 49 U.S.C. 11343(a).

Accordingly, by notice of exemption

filed August 23, 1995, five parties (ANR

Freight, Transport, AA Holdings,

ANRFS, and ATC) invoked the 49

U.S.C. 11343(e) class exemption

codified at 49 CFR Part 1186. The notice

was published in the ICC Register on

September 1, 1995 (at pages 15–16), and

it indicated that we had exempted,

subject to public comment, both the

merger of ATC into ANR Freight and the
63544 Federal Register / Vol. 60, No. 237 / Monday, December 11, 1995 / Notices

4By separate decision served September 1, 1995,

AA Holdings was authorized to assume temporary

control of ANR Freight, Transport, and ATC

pending final disposition of the exemption

proceeding.

5The petition itself references, and is

accompanied by, a substantial document entitled

‘‘Petitioners’ Appendices,’’ which we shall refer to

as the appendix document.

6The eight principal stockholders owned,

collectively, 78.4% of ATC’s stock; what any one

of the eight owned has not been indicated.

Petitioners have indicated, however, that a 662⁄3

vote was necessary for approval of the merger. A

single principal stockholder acting alone could

block the merger only if that stockholder held

approximately 11.74% of ATC’s stock (and any

single principal stockholder might have been

unable to block the merger even with 11.74% of

ATC’s stock; the 11.74% calculation assumes that

no stock held by the ESOP and the former

employees was voted in favor of the merger). It is

immediately apparent that at least two of the

principal stockholders each must have owned less

than 11.74% of ATC’s stock, because the eight

principal stockholders together held only 78.4% of

such stock.

control by AA Holdings of AATC (the

renamed survivor of that merger) and

Transport.4 Comments were due 30 days

after publication of the notice, but none

was filed. Accordingly, the exemption

became effective on October 31, 1995.

See 49 CFR 1186.7. The merger and the

control transaction of which it was a

part were thereafter consummated on

November 3, 1995.

By petition filed November 14, 1995,

AA Holdings and AATC (petitioners)

request a determination verifying that

the cash price of $10 per share payable

to ATC’s minority stockholders in

liquidation of their ATC stock is just

and reasonable.5 Petitioners seek this

determination (1) because they believe

that we are required by Schwabacher v.

United States, 334 U.S. 182 (1948), to

make such a determination to protect

minority stockholders, and (2) in order

to immunize the ANR Freight/ATC

merger from the otherwise applicable

state law rights, particularly the

otherwise applicable state law

dissenters’ rights, of the minority

stockholders. See 49 U.S.C. 11341(a)

(‘‘A carrier, corporation, or person

participating in [a transaction exempted

under Title 49, Subtitle IV, Chapter 113,

Subchapter III] is exempt from the

antitrust laws and from all other law,

including State and municipal law, as

necessary to let that person carry out the

transaction,’’ etc.). Petitioners urge

expedited handling of their petition.

Our statutory mandate, 49 U.S.C.

11344(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.

182, 198, 201 (1948).’’). To move this

matter to a speedy resolution, we will

proceed in an expedited fashion.

Because one or more of the eight

principal ATC stockholders, although

not ‘‘minority stockholders’’ in

petitioners’ usage of this term, could be

‘‘minority stockholders’’ in the

Schwabacher sense,6 our ‘‘just and

reasonable’’ jurisdiction conceivably

encompasses matters broader than the

precise determination sought by

petitioners. Petitioners, however, have

the right to seek the narrow

determination they have requested, and

we will therefore limit our inquiry to

the precise matter that petitioners have

placed before us: Whether the cash price

of $10 per share payable to ATC’s

minority stockholders in liquidation of

their ATC stock is just and reasonable;

and we will adhere to petitioners’ usage

of the term ‘‘minority stockholders’’ to

embrace only the ESOP (under which

approximately 675 ATC employees were

the beneficial stockholders) and the 39

former ATC employees that held ATC

stock outside the ESOP.

Accordingly, we solicit comments

from all interested persons respecting

whether the cash price of $10 per share

payable to the minority stockholders of

ATC is just and reasonable. Such

comments must be submitted by January

10, 1996. Petitioners may file replies to

such comments by January 25, 1996.

Petitioners have indicated that they

will serve a copy of their petition (only

the petition; not the appendix

document) on each ESOP participant

and on each of the 39 former employee

stockholders. Petitioners have further

indicated that they will serve a copy of

the appendix document on any person

requesting a copy. We expect that

petitioners, if they have not completed

such service of the petition prior to the

date of publication of this notice, will

complete such service no later than

December 18, 1995.

Petitioners have noted that, as a

matter of law, Federal Register

publication is considered to provide

notice to all interested persons. Due

process considerations, however,

suggest that, whenever possible,

identifiable interested persons should

receive actual notice rather than

constructive notice. We will therefore

require petitioners to serve a copy of

this notice on each of the approximately

675 ESOP participants and on each of

the 39 former employee stockholders.

Such service should be accomplished by

first class mail, postage prepaid, and all

such notices should be mailed no later

than December 18, 1995.

Petitioners should certify in writing,

no later than December 21, 1995, that

they have served copies of their petition

and this notice in the manner indicated

in the two preceding paragraphs.

Any interested person may request

copies of the petition and/or the

appendix document, in writing or by

telephone, from Warren Belmar,

Fulbright & Jaworski L.L.P., 801

Pennsylvania Avenue, N.W.,

Washington, D.C. 20004 (telephone:

202–662–0200) or James F. Moriarty,

Fleischman & Walsh, P.C., Suite 600,

1400 16th Street, N.W., Washington,

D.C. 20036 (telephone: 202–939–7900).

In addition to submitting an original

and 10 copies of all comments and

replies filed with the Commission,

commenters and petitioners are

encouraged to submit all pleadings and

attachments as computer data contained

on a 3.5-inch floppy diskette formatted

for WordPerfect 5.1 (or formatted so that

it can be converted by WordPerfect 5.1).

Petitioners are also encouraged to

submit on such a diskette the petition

and the appendix document (or so much

thereof as can conveniently be

submitted on such a diskette).

Decided: December 1, 1995.

By the Commission, Chairman Morgan,

Vice Chairman Owen, and Commissioner

Simmons.

Vernon A. Williams,

Secretary.

[FR Doc. 95–30082 Filed 12–8–95; 8:45 am]

BILLING CODE 7035–01–P

[Docket No. AB–448 (Sub-No. 1X)]

SF & L Railway Inc.—Abandonment

Exemption—in Ellis and Hill Counties,

TX

SF & L Railway, Inc. (SF&L), has filed

a notice of exemption under 49 CFR

1152 Subpart F—Exempt

Abandonments to abandon

approximately 18.23 miles of railroad

between milepost 813.1, near Italy, and

milepost 831.33, near Hillsboro, in Ellis

and Hill Counties, TX.

SF&L has certified that: (1) No local

traffic has moved over the line for at

least 2 years; (2) there is no overhead

traffic that must be rerouted; (3) no

formal complaint filed by a user of rail

service on the line (or by a State or local

government entity acting on behalf of

such user) regarding cessation of service

over the line either is pending with the