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
Federal Register / Vol. 60, No. 237 / Monday, December 11, 1995 / Notices 63545

1A stay will be issued routinely by the

Commission in those proceedings where an

informed decision on environmental issues

(whether raised by a party or by the Commission’s

Section of Environmental Analysis in its

independent investigation) cannot be made prior to

the effective date of the notice of exemption. See

Exemption of Out-of-Service Rail Lines, 5 I.C.C.2d

377 (1989). Any entity seeking a stay involving

environmental concerns is encouraged to file its

request as soon as possible in order to permit the

Commission to review and act on the request prior

to the effective date of this exemption.

2See Exempt. of Rail Abandonment—Offers of

Finan. Assist., 4 I.C.C.2d 164 (1987).

3The Commission will accept a late-filed trail use

request as long as it retains jurisdiction to do so.

4Legislation that will terminate the Commission

on December 31, 1995, is now pending enactment.

Parties submitting pleadings should continue to use

the Commission’s current name and address until

further notice.

Commission or with any U.S. District

Court or has been decided in favor of a

complainant within the 2-year period;

and (4) the requirements at 49 CFR

1105.12 (newspaper publication), 49

CFR 1105.7 (environmental reports),

and 49 CFR 1152.50(d)(1) (notice to

governmental agencies) have been met.

As a condition to use of this

exemption, any employee adversely

affected by the abandonment shall be

protected under Oregon Short Line R.

Co.—Abandonment—Goshen, 360 I.C.C.

91 (1979). To address whether this

condition adequately protects affected

employees, a petition for partial

revocation under 49 U.S.C. 10505(d)

must be filed.

Provided no formal expression of

intent to file an offer of financial

assistance (OFA) has been received, this

exemption will be effective on January

10, 1996, unless stayed pending

reconsideration. Petitions to stay that do

not involve environmental issues,1

formal expressions of intent to file an

OFA under 49 CFR 1152.27(c)(2),2 and

trail use/rail banking requests under 49

CFR 1152.29 3 must be filed by

December 21, 1995. Petitions to reopen

or requests for public use conditions

under 49 CFR 1152.28 must be filed by

January 2, 1996, with: Office of the

Secretary, Case Control Branch,

Interstate Commerce Commission,4 1201

Constitution Avenue, N.W.,

Washington, DC 20423.

A copy of any pleading filed with the

Commission should be sent to

applicant’s representative: Jo A.

DeRoche, 1350 New York Ave., N.W.,

Suite 800, Washington, DC 20005–4797.

If the notice of exemption contains

false or misleading information, the

exemption is void ab initio.

SF&L has filed an environmental

report which addresses the effects of the

abandonment, if any, on the

environment and historic resources. The

Commission’s Section of Environmental

Analysis (SEA) will issue an

environmental assessment (EA) by

December 15, 1995. Interested persons

may obtain a copy of the EA by writing

to SEA (Room 3219, Interstate

Commerce Commission, 1201

Constitution Avenue, N.W.,

Washington, DC 20423) or by calling

Elaine Kaiser, Chief of SEA, at (202)

927–6248. Comments on environmental

and historic preservation matters must

be filed within 15 days after the EA is

available to the public.

Environmental, historic preservation,

public use, or trail use/rail banking

conditions will be imposed, where

appropriate, in a subsequent decision.

Decided: December 4, 1995.

By the Commission, Joseph H. Dettmar,

Acting Director, Office of Proceedings.

Vernon A. Williams,

Secretary.

[FR Doc. 95–30059 Filed 12–8–95; 8:45 am]

BILLING CODE 7035–01–P

[Finance Docket No. 32256]

Consolidated Rail Corporation—

Control and Operation Exemption—

Clearfield and Mahoning Railway

Company

AGENCY: Interstate Commerce

Commission.

ACTION: Notice of exemption.

SUMMARY: The Commission exempts

from the prior approval requirements of

49 U.S.C. 11343–45 the control and

operation by Consolidated Rail

Corporation of Clearfield and Mahoning

Railway Company, subject to standard

labor protective conditions.

DATES: This exemption will be effective

on January 7, 1996. Petitions to stay

must be filed by December 18, 1995, and

petitions to reopen must be filed by

December 28, 1995.

ADDRESSES: Send pleadings referring to

Finance Docket No. 32256 to: (1) Office

of the Secretary, Case Control Branch,

Interstate Commerce Commission 1201

Constitution Avenue, NW., Washington,

DC 20423; and (2) Petitioner’s

representative, John J. Paylor, 2001

Market St.–16A, P.O. Box 41416,

Philadelphia, PA 19101.

FOR FURTHER INFORMATION CONTACT:

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

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

SUPPLEMENTARY INFORMATION:

Additional information is contained in

the Commission’s decision. To purchase

a copy of the full decision, write to, call,

or pick up in person from DC NEWS &

DATA, INC., Interstate Commerce

Commission Building, 1201

Constitution Avenue, NW., Room 2229,

Washington, DC 20423. Telephone:

(202) 289–4357/4359. [Assistance for

the hearing impaired is available

through TDD services (202) 927–5721.]

Dated: November 22, 1995.

By the Commission, Chairman Morgan,

Vice Chairman Owen, and Commissioner

Simmons.

Vernon A. Williams,

Secretary.

[FR Doc. 95–30079 Filed 12–8–95; 8:45 am]

BILLING CODE 7035–01–M

DEPARTMENT OF JUSTICE

Notice of Lodging of Consent Decree

Pursuant to the Clean Air Act

In accordance with Departmental

policy, 28 CFR 50.7, notice is hereby

given that a proposed Consent Decree in

United States v. General Motors

Corporation, Civil Action No. 1:95–CV–

02215, was lodged on November 30,

1995, with the United States District

Court for the District of Columbia. The

proposed Consent Decree resolves

claims against General Motors

Corporation for injunctive relief and

civil penalties under the Clean Air Act,

42 U.S.C. 7401 et seq. (the ‘‘Act’’),

arising from the sale of approximately

470,000 model year 1991–1995 Cadillac

vehicles, certain model year 1991–1995

light duty vehicles, and certain model

year 1989–1996 heavy-duty gasoline

engines (collectively, the ‘‘covered

vehicles and engines’’) in violation of

the Act and the regulations promulgated

thereunder relating to the emission of

pollutants from mobile sources.

The proposed Consent Decree

requires that General Motors

Corporation: Implement a remedial

recall campaign to reduce emissions

associated with the climate-control

system fuel-enrichment strategy

employed on the Cadillacs that are the

subject of the government’s claims;

establish a fund of up to $8.75 million

to implement one or more emission

remedial projects and an emission test

program to remedy the past and future

emission of air pollutants from the

covered vehicles and engines; conduct

tests of future model years of the

covered vehicles and engines to assess

the affects of accessory- and timer-based

enrichment strategies; and pay a civil

penalty of $11 million to resolve the

United States’ civil claims with respect

to the vehicles and engines covered by

the Consent Decree.

The Department of Justice will

receive, for a period of thirty (30) days

from the date of this publication,