Meetings: Fortress Investment Group LLC et al., 34349-34353 [E7-11759]

Agencies

[Federal Register: June 21, 2007 (Volume 72, Number 119)]
[Notices]
[Page 34349-34353]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr21jn07-83]

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DEPARTMENT OF TRANSPORTATION

Surface Transportation Board

[STB Finance Docket No. 35031]


Fortress Investment Group LLC, et al.--Control--Florida East
Coast Railway, LLC

AGENCY: Surface Transportation Board, DOT.

ACTION: Decision No. 2 in STB Finance Docket No. 35031; Notice of
Acceptance of Application; Issuance of Procedural Schedule.

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SUMMARY: The Surface Transportation Board (Board) is accepting for
consideration the application filed May 22, 2007, by Fortress
Investment Group LLC, on behalf of certain private equity funds managed
by it and its affiliates (Fortress); Iron Horse Acquisition Holding
LLC, a Delaware limited liability company and affiliate of Fortress
(Iron Horse); NEWCO, a Delaware limited liability company and affiliate
of Fortress; RailAmerica, Inc. (RailAmerica); and Florida East Coast
Industries, Inc. (FECI) and its wholly owned subsidiary, Florida East
Coast Railway, LLC (FECR). The application seeks Board approval under
49 U.S.C. 11321-26 of the acquisition and control of FECR by NEWCO
(and, indirectly, by Fortress). This proposal is referred to as the
Transaction, and Fortress, Iron Horse, NEWCO, RailAmerica, FECI, and
FECR are referred to collectively as applicants.
    Also on May 22, 2007, applicants submitted a petition for
revocation of class exemptions pursuant to 49 U.S.C. 10502(d), asking
the Board to revoke the class exemptions set forth in 49 CFR
1180.2(d)(2) and 1180.2(d)(3) with respect to the Transaction.
    The Board finds that the Transaction is a ``minor transaction''
under 49 CFR 1180.2(c) and revokes the class exemptions that would
otherwise have applied. The Board adopts a procedural schedule for
consideration of the application, under which the Board's final
decision would be issued on September 28, 2007.

DATES: The effective date of this decision is June 21, 2007. Any person
who wishes to participate in this proceeding as a party of record (POR)
must file, no later than July 5, 2007, a notice of intent to
participate. 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 the U.S. Department
of Transportation (DOT), must be filed by July 30, 2007. Responses to
comments, protests, requests for conditions, and other opposition, and
rebuttal in support of the application must be filed by August 14,
2007. If a public hearing or oral argument is held, it will be held on
a date to be determined by the Board. The Board will issue its final
decision on September 28, 2007. For further information respecting
dates, see Appendix A (Procedural Schedule).

ADDRESSES: Any filing submitted in this proceeding must be submitted
either via the Board's e-filing format or in the traditional paper
format. Any person using e-filing should attach a document and
otherwise comply with the instructions found on the Board's Web site at
http://www.stb.dot.gov at the ``E-FILING'' link. Any person submitting

a filing in the traditional paper format should send an original and 10
paper copies of the filing (and also an electronic version) to: Surface
Transportation Board, 395 E Street, SW., Washington, DC 20423-0001. In
addition, one copy of each filing in this proceeding must be sent (and
may be sent by e-mail only if service by e-mail is acceptable to the
recipient) to each of the following: (1) Secretary of Transportation,
1200 New Jersey Avenue, SE., Washington, DC 20590; (2) Attorney General
of the United States, c/o Assistant Attorney General, Antitrust
Division, Room 3109, Department of Justice, Washington, DC 20530; (3)
Terence M. Hynes (representing Fortress, Iron Horse, NEWCO, and
RailAmerica), Sidley Austin LLP, 1501 K Street, NW., Washington, DC
20005; (4) Heidi J. Eddins (representing FECI and FECR), 10151 Deerwood
Park Boulevard, Building 100, Suite 360, Jacksonville, FL 32256; and
(5) any other person designated as a POR on the service list notice (as
explained below, the service

[[Page 34350]]

list notice will be issued as soon after July 5, 2007, as practicable).

FOR FURTHER INFORMATION CONTACT: Julia M. Farr, (202) 245-0359.
[Assistance for the hearing impaired is available through the Federal
Information Relay Service (FIRS) at 1-800-877-8339.]

SUPPLEMENTARY INFORMATION: Fortress, through its management of certain
private equity funds, controls RailAmerica and (indirectly)
RailAmerica's rail carrier subsidiaries. Fortress acquired control of
RailAmerica in February 2007, pursuant to a Verified Notice of
Exemption. See Fortress Investment Group LLC, et al.--Control
Exemption--Rail America, Inc., et al., STB Finance Docket No. 34972
(STB served Dec. 22, 2006).
    RailAmerica is a short line and regional rail service provider that
currently owns and operates, through its freight railroad subsidiaries,
approximately 7,800 miles of rail lines in the United States and
Canada. RailAmerica's 30 United States freight railroad subsidiaries
operate 41 railroads in the United States. RailAmerica also operates
four railroads in Canada through three Canadian subsidiaries.
(RailAmerica's 30 U.S. freight railroad subsidiaries are referred to
collectively herein as the RailAmerica Railroads.) One of the
RailAmerica Railroads, the Central Oregon & Pacific Railroad, Inc.
(CORP), is a Class II carrier. The other RailAmerica Railroads, all of
which are Class III carriers, include Alabama & Gulf Coast Railway L.L
C. (AGR), Arizona & California Railroad Company (ARZC), Bauxite &
Northern Railway Company (BXN), California Northern Railroad Company
(CFNR), Cascade and Columbia River Railroad Company (CSCD), The Central
Railroad Company of Indiana (CIND), Central Railroad Company of
Indianapolis (CERA), Connecticut Southern Railroad, Inc. (CSO), Dallas,
Garland & Northeastern Railroad, Inc. (DGNO), Eastern Alabama Railway
(EARY), Huron & Eastern Railway Company, Inc. (HESR), Indiana & Ohio
Railway Company (IORY), Indiana Southern Railroad, Inc. (ISKR),
Kiamichi Railroad L.L.C. (KRR), Kyle Railroad Company (KYLE), Massena
Terminal Railroad Company (MSTR), Mid-Michigan Railroad, Inc. (MMRR),
Missouri & Northern Arkansas Railroad Company, Inc. (MNA), New England
Central Railroad, Inc. (NECR), North Carolina & Virginia Railroad
Company, Inc. (NCVA), Otter Tail Valley Railroad Company (OTVR), Point
Comfort and Northern Railway Company (PCNR), Puget Sound & Pacific
Railroad Company (PSAP), Rockdale, Sandow & Southern Railroad Company
(RSSR), San Diego & Imperial Valley Railroad Company, Inc. (SDIV), San
Joaquin Valley Railroad Company (SJVR), South Carolina Central Railroad
Company, Inc. (SCRF), Toledo, Peoria & Western Railway Corporation
(TPW), and Ventura County Railroad Company (VCRR). RailAmerica's
Canadian freight railroads include Cape Breton & Central Nova Scotia
(CBNS), Goderich-Exeter Railway (GEXR), Ottawa Valley Railway (OVR),
and Southern Ontario Railway (SOR).
    Only one of the RailAmerica Railroads, AGR, owns or operates a rail
line in Florida. AGR's line extends south from Kimbrough, AL, to
Pensacola, FL. AGR does not serve the east coast of Florida, nor does
it serve any point in common with FECR.
    Iron Horse is a Delaware limited liability company owned by certain
private equity funds controlled by Fortress. Iron Horse controls Iron
Horse Acquisition Sub, Inc. (Iron Horse Sub), a Florida corporation
created for purposes of the proposed transaction. NEWCO is a Delaware
limited liability company owned by certain private equity funds
controlled by Fortress. The proposed transaction will be carried out
through a merger of Iron Horse Sub into FECI, and the subsequent
transfer of FECR's limited liability company interests to NEWCO. Upon
consummation of the proposed transaction, FECR will be a wholly owned
subsidiary of NEWCO.
    FECI, a holding company incorporated in 2006, is engaged in the
real estate and railroad businesses. FECI's real estate business is
conducted through certain affiliated companies known as Flagler
Development Group (Flagler). Flagler is engaged in the acquisition,
entitlement, development, management, construction, leasing, operation,
and sale of real estate in Florida.
    FECR, another affiliate of FECI, owns and operates a Class II
regional railroad located entirely within Florida. FECR's main line
extends for 351 miles between Jacksonville and Miami, FL. In addition
to this main line track, FECR owns and operates approximately 268 miles
of branch, switching, and other secondary track, and 167 miles of yard
track. FECR also operates nine major terminal facilities along its
lines, including Bowden Yard in Jacksonville, which also serves as
FECR's primary point of interchange with CSX Transportation, Inc.
(CSXT) and Norfolk Southern Railway Company (NS). In connection with a
haulage agreement with NS, FECR also serves an approximately 100-acre
facility owned by NS near Titusville, FL, which is currently used for
automobile distribution.
    The primary commodities handled by FECR include intermodal trailers
and containers, aggregates, vehicles, food, paper, and lumber.
Intermodal traffic accounts for approximately 45% of FECR's total
revenues, and carload traffic (primarily aggregates) generates
approximately 53% of total revenues. In 2006, FECR transported
approximately 212,000 carloads and 322,000 intermodal units. FECR's
revenues from freight-related operations in 2006 were approximately
$264 million.
    Through its interchange connections with both NS and CSXT at
Jacksonville, FECR offers its customers interline rail service to
points beyond FECR's service territory. FECR has also forged marketing
alliances with connecting carriers to offer daily express intermodal
service to South Florida from Atlanta, Chicago, New York/New Jersey and
Baltimore. In conjunction with its affiliate, FEC Highway Services,
Inc. (FECHS), FECR offers drayage services throughout the Southeast via
terminals in Atlanta, Jacksonville, Fort Pierce, Fort Lauderdale and
Miami.
    The Transaction for which the applicants seek approval involves the
acquisition of FECI (and, as a result, FECR) by Fortress. The
transaction would be carried out through a merger of Iron Horse Sub
into FECI. Upon consummation of the merger, FECI would become a wholly
owned subsidiary of Iron Horse and an affiliate of Fortress. FECI would
be a privately held company and its common stock would no longer be
publicly traded. Shareholders of FECI would receive cash consideration
of $62.50 for each outstanding share of FECI's common stock, and a
special dividend of $21.50 per share to be paid by FECI prior to the
merger. The total value of the transaction, including the refinancing
of existing FECI debt and the special dividend, is approximately $3.5
billion. The closing of the proposed transaction is subject to a number
of conditions precedent, including receipt of certain regulatory
approvals, an affirmative vote of the holders of a majority of the
outstanding shares of FECI, and other customary conditions.
    Immediately upon consummation of the merger, all of the limited
liability company interests of FECR would be placed into an independent
voting trust pending approval of the proposed transaction by the
Board.\1\ On or after

[[Page 34351]]

the effective date of a final order of the Board authorizing the
proposed transaction, the voting trust would be terminated, FECR's
interests would be transferred to NEWCO, and FECR would become a wholly
owned subsidiary of NEWCO (and controlled indirectly by Fortress). The
shares of FECHS, which provides drayage and ancillary services in
conjunction with FECR rail service, would also be transferred by FECI
to NEWCO, and FECHS would become a wholly owned subsidiary of NEWCO.
Applicants may allocate other assets to NEWCO or FECI to align all of
FECI's current transportation-related activities within NEWCO and real
estate business within FECI following the transaction.
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    \1\ Pursuant to 49 CFR 1013.3, applicants state that they will
submit their proposed Voting Trust Agreement to the Board for review
prior to consummating the merger.
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    Financial Arrangements. The consideration for the acquisition of
FECI's shares would be paid in cash. No new railroad securities would
be issued, nor would FECR or RailAmerica assume any additional debt in
connection with the proposed transaction (although FECR may guarantee
debt obligations incurred by its parent). Iron Horse and NEWCO would
incur certain debt obligations in connection with the overall
acquisition of FECI by Fortress.
    Passenger Service Impacts. The Transaction would have no impact on
commuter or passenger operations because there are no commuter or
passenger services operated over the lines of FECR or RailAmerica.
    Discontinuances/Abandonments. Applicants have no plans to abandon
any of FECR's lines, or to eliminate any existing rail facilities, in
connection with the Transaction.
    Public Interest Considerations. Applicants contend that the
Transaction will have no adverse competitive effects, noting that FECR
and RailAmerica Railroads do not compete in the same markets, nor serve
any common points or rail corridors. Only one of the RailAmerica
Railroads, AGR, owns or operates a rail line that extends into Florida.
AGR's line runs south from Kimbrough, AL, to Pensacola, FL. AGR does
not serve any point in common with FECR. Thus, applicants state that no
shipper will experience a reduction in the number of rail competitive
options available to it as a result of the Transaction.
    Applicants state that the Transaction would further the public
interest in meeting significant transportation needs in a number of
ways. First, applicants state that ownership by Fortress is expected to
enable FECR to obtain capital at a lower cost than it can today.
Applicants note that this would enhance FECR's financial capability to
make prudent capital investments in response to future growth in demand
for rail services.
    Second, applicants note that the Transaction presents opportunities
to enhance the efficiency of both FECR and the RailAmerica Railroads,
by applying the ``best practices'' of each in the other railroads'
operations. According to applicants, in 2006, FECR's operating ratio
was 70.6%, making it one of the most efficient railroads in the United
States. Applicants state that a significant reason for FECR's
performance is its focus on asset utilization and, in particular,
implementation of operating strategies that optimize locomotive turns,
increase average train speed, reduce dwell time, and produce reliable
scheduled train service. Applicants would seek opportunities to
implement FECR's ``best practices'' on the RailAmerica Railroads, and
would likewise explore the possibility of further improving FECR's
operations by adopting ``best practices'' currently employed by
RailAmerica. Applicants state that this would contribute to greater
efficiency in the operations of all of the rail carriers in the
Fortress family.
    Third, applicants assert that both FECR and RailAmerica would be
able to take advantage of Fortress' purchasing power in acquiring
locomotives, rolling stock, track maintenance equipment, and vehicles,
rail, and other materials and supplies, insurance, and fuel.
    Time Schedule for Consummation. If the conditions precedent to
closing of the merger transaction are satisfied, applicants intend to
consummate the Transaction during the 3rd Quarter of 2007. If this
application has not been approved by the Board as of the date when all
other conditions precedent to closing of the merger transaction have
been satisfied, all of the limited liability company interests of FECR
will be placed into an independent voting trust pending approval of the
proposed transaction by the Board, in order to avoid unlawful control
of FECR in violation of 49 U.S.C. 11323.
    Environmental Impacts. Applicants contend that no environmental
documentation is required because there would be no operational changes
that would exceed the thresholds established in 49 CFR 1105.7(e)(4) or
(5), and there would be no action that would normally require
environmental documentation. Applicants therefore assert that the
Transaction does not require environmental documentation under 49 CFR
1105.6(b)(4).
    Historic Preservation Impacts. Applicants contend that a historic
report is not required because the Transaction involves the common
control of FECR and the RailAmerica Railroads through stock ownership,
which will not substantially change the level of maintenance of rail
property. Applicants state that they do not plan to make substantial
changes in FECR's day-to-day operations, nor do they plan to abandon or
discontinue service on any of FECR's lines, to eliminate any existing
rail facilities, or to dispose of or alter properties subject to STB
jurisdiction that are 50 years or older.
    Labor Impacts. Applicants do not anticipate that any employees of
FECR, RailAmerica or the RailAmerica Railroads will be adversely
affected by the proposed transaction. Applicants state that any carrier
employees who are adversely affected by the proposed transaction will
be entitled to the benefits of a fair arrangement in accordance with
the requirements of 49 U.S.C. 11326. New York Dock Ry.--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). Applicants
have not entered into any employee protection agreements affecting
their employees in connection with the proposed transaction.
    Application Accepted. The Board finds that the proposed Transaction
would be a ``minor transaction'' under 49 CFR 1180.2(c), and the Board
accepts the application for consideration because it is in substantial
compliance with the applicable regulations governing minor
transactions. See 49 U.S.C. 11321-26; 49 CFR part 1180. The Board
reserves the right to require the filing of supplemental information,
if necessary to complete the record.
    Because applicants take the position that the Transaction qualifies
for the Board's class exemptions at 49 CFR 1180.2(d)(2) and (3), they
have asked the Board to revoke the class exemptions that could
otherwise be invoked by the applicants and allow applicants instead to
pursue formal Board approval through the application process. Under
section 10502(b), the Board may revoke an exemption when we find that
application of regulation is necessary to carry out the Rail
Transportation Policy of 49 U.S.C. 10101. We make such a finding here
based on the particular circumstances of this Transaction. Thus, the
class exemptions will be revoked as to this transaction to permit the
applicants to proceed with seeking Board approval for the Transaction
through application.
    Public Inspection. The application is available for inspection in
the Docket File Reading Room (Room 131) at the offices of the Surface
Transportation Board, 395 E Street, SW., in Washington, DC. In
addition, the

[[Page 34352]]

application may be obtained from Mr. Hynes (representing Fortress, Iron
Horse, NEWCO, and RailAmerica) and Ms. Eddins (representing FECI and
FECR) at the addresses indicated above.
    Procedural Schedule. The Board has considered applicants' request
(filed May 22, 2007) for a procedural schedule, under which the Board
would issue its final decision on September 28, 2007, and that decision
would become effective on October 29, 2007.
    The Board is adopting a procedural schedule that is essentially the
same as applicants' proposed procedural schedule. The Board's schedule
also provides that any necessary oral argument or public hearing will
be held on a date to be determined by the Board.
    Under the procedural schedule adopted by the Board: Any person who
wishes to participate in this proceeding as a POR must file, no later
than July 5, 2007, a notice of intent to participate; all comments,
protests, requests for conditions, and any other evidence and argument
in opposition to the application, including filings by DOJ and DOT,
must be filed by July 30, 2007; and responses to comments, protests,
requests for conditions, and other opposition and rebuttal in support
of the application must be filed by August 14, 2007. As in past
proceedings, DOJ and DOT will be allowed to file, on the response due
date (here, August 14), their comments in response to the comments of
other parties, and applicants will be allowed to file (as quickly as
possible thereafter) a response to any such comments filed by DOJ and/
or DOT. Under this schedule, a public hearing or oral argument may be
held on a date to be determined by the Board. The Board will issue its
final decision on September 28, 2007, and the Board will make any such
approval effective on October 29, 2007. For further information
respecting dates, see Appendix A (Procedural Schedule).
    Notice of Intent to Participate. Any person who wishes to
participate in this proceeding as a POR must file with the Board, no
later than July 5, 2007, a notice of intent to participate, accompanied
by a certificate of service indicating that the notice has been
properly served on the Secretary of Transportation, the Attorney
General of the United States, Mr. Hynes (representing Fortress, Iron
Horse, NEWCO, and RailAmerica) and Ms. Eddins (representing FECI and
FECR).
    If a request is made in the notice of intent to participate to have
more than one name added to the service list as a POR representing a
particular entity, the extra name will be added to the service list as
a ``Non-Party.'' The list will reflect the Board's policy of allowing
only one official representative per party to be placed on the service
list, as specified in Press Release No. 97-68 dated August 18, 1997,
announcing the implementation of the Board's ``One Party-One
Representative'' policy for service lists. Any person designated as a
Non-Party will receive copies of Board decisions, orders, and notices
but not copies of official filings. Persons seeking to change their
status must accompany that request with a written certification that he
or she has complied with the service requirements set forth at 49 CFR
1180.4, and any other requirements set forth in this decision.
    Service List Notice. The Board will serve, as soon after July 5,
2007, as practicable, a notice containing the official service list
(the service-list notice). Each POR will be required to serve upon all
other PORs, 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 POR also will be required to file with the Board, within
10 days of the service date of the service-list notice, a certificate
of service indicating that the service required by the preceding
sentence has been accomplished. Every filing made by a POR 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 and need not be
served with copies of filings, unless any Member or Governor has
requested to be, and is designated as, a POR.
    Comments, Protests, Requests for Conditions, and other Opposition
Evidence and Argument, Including Filings by DOJ and DOT. All comments,
protests, requests for conditions, and any other evidence and argument
in opposition to the application, including filings by DOJ and DOT,
must be filed by July 30, 2007.
    Because the Transaction proposed in the application is a minor
transaction, no responsive applications will be permitted. See 49 CFR
1180.4(d)(1).
    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 (or approval without conditions)
would harm competition and/or their ability to provide essential
services, 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).
    Responses to Comments, Protests, Requests for Conditions, and Other
Opposition; Rebuttal In Support of the Application. Responses to
comments, protests, requests for conditions, and other opposition
submissions, and rebuttal in support of the application must be filed
by August 15, 2007.
    Public Hearing/Oral Argument. The Board may hold a public hearing
or an oral argument in this proceeding on a date to be determined by
the Board.
    Discovery. Discovery may begin immediately. The parties are
encouraged to resolve all discovery matters expeditiously and amicably.
    Environmental Matters. The National Environmental Policy Act of
1969 (NEPA) generally requires federal agencies to consider ``to the
fullest extent possible'' environmental consequences ``in every
recommendation or report on major federal actions significantly
affecting the quality of the human environment.'' 42 U.S.C. 4332(2)(C).
Regulations governing implementation of this broad mandate have been
promulgated by the Council on Environmental Quality (CEQ), at 40 CFR
1500-1508, and by the Board, at 49 CFR 1105. The Board's Section of
Environmental Analysis (SEA) is responsible for conducting the
environmental review on behalf of the Board, evaluating potential
environmental impacts, and recommending environmental mitigation
conditions to the Board.
    Under the CEQ regulations, for those types of proposed actions for
which the environmental effects are ordinarily insignificant, an
environmental review need not be conducted under NEPA.\2\ Rather, such
activities are covered by a ``categorical exclusion.'' Absent
extraordinary circumstances, once a project is found to fit within a
categorical exclusion, no further NEPA procedures are warranted. In its
environmental rules, the Board has promulgated various categorical
exclusions. As pertinent here, transactions involving an acquisition of
control that would not result in operational changes that exceed
certain thresholds normally require no environmental review. 49 CFR
1105.6(c)(2)(i).
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    \2\ 40 CFR 1500.4(p), 1501.4(a)(2), 1508.4.
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    The Board's environmental rules also address its responsibilities
for historic review and consultation under the National Historic
Preservation Act (NHPA). The Board's regulations provide that historic
review normally is not required for acquisitions of control

[[Page 34353]]

where there will be no significant change in operations. 49 CFR
1105.8(b)(1).
    Actions such as these that do not trigger the Board's thresholds
typically require no environmental review. 49 CFR 1105.6(c)(2),
1105.7(e)(4) and (5). Moreover, even without the categorical exclusion
from environmental review provided by Board regulations for
acquisitions of control, SEA has concluded that the proposed
transaction would not have enough potential for significant impacts to
warrant further environmental review under NEPA and the Board's
environmental rules.
    Finally, SEA agrees with applicants that the proposed action does
not require historic review under NHPA, because further approval would
be required to abandon any service, and there are no plans to dispose
of or alter properties subject to the Board's jurisdiction that are 50
years old or older. 49 CFR 1105.8(b)(1).
    Filing/Service Requirements. Persons participating in this
proceeding may ``file'' with the Board and ``serve'' on other parties:
A notice of intent to participate (due by July 5); a certificate of
service indicating service of prior pleadings on persons designated as
PORs on the service-list notice (due by the 10th day after the service
date of the service-list notice); any comments, protests, requests for
conditions, and any other evidence and argument in opposition to the
application (due by July 30); and any responses to comments, etc., and
any rebuttal in support of the application (due by August 14).
    Filing Requirements. Any document filed in this proceeding must be
filed either via the Board's e-filing format or in the traditional
paper format. Any person using e-filing should attach a document and
otherwise comply with the instructions found on the Board's Web site at
http://www.stb.dot.gov at the ``E-FILING'' link. Any person filing a

document in the traditional paper format should send an original and 10
paper copies of the document (and also an electronic version) to:
Surface Transportation Board, 395 E Street, SW., Washington, DC 20423-
0001.
    Service Requirements. One copy of each document filed in this
proceeding must be sent to each of the following (any copy may be sent
by e-mail only if service by e-mail is acceptable to the recipient):
(1) Secretary of Transportation, 1200 New Jersey Avenue, SE.,
Washington, DC 20590; (2) Attorney General of the United States, c/o
Assistant Attorney General, Antitrust Division, Room 3109, Department
of Justice, Washington, DC 20530; (3) Terence M. Hynes (representing
Fortress, Iron Horse, NEWCO, and RailAmerica), Sidley Austin LLP, 1501
K Street, N.W., Washington, DC 20005; (4) Heidi J. Eddins (representing
FECI and FECR), 10151 Deerwood Park Boulevard, Building 100, Suite 360,
Jacksonville, FL 32256; and (5) any other person designated as a POR on
the service-list notice.
    Service of Decisions, Orders, and Notices. The Board will serve
copies of its 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 either to secure copies of
decisions, orders, and notices via the Board's Web site at http://www.stb.dot.gov
 under ``E-LIBRARY/Decisions & Notices'' or to make

advance arrangements with the Board's copy contractor, ASAP Document
Solutions (mailing address: Suite 103, 9332 Annapolis Rd., Lanham, MD
20706; e-mail address: asapdc@verizon.net; telephone number: 202-306-
4004), to receive copies of decisions, orders, and notices served in
this proceeding. ASAP Document Solutions will handle the collection of
charges and the mailing and/or faxing of decisions, orders, and notices
to persons who request this service.
    Access to Filings. An interested person does not need to be on the
service list to obtain a copy of the primary application or any other
filing made in this proceeding. Under the Board's rules, 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. 49 CFR 1180.4(a)(3). The primary application and
other filings in this proceeding will also be available on the Board's
Web site at http://www.stb.dot.gov under ``E-LIBRARY/Filings.''

    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 in STB Finance Docket No. 35031 is accepted for
consideration.
    2. The class exemptions at 49 CFR 1180.2(d)(2) and (3) are revoked
as to the transaction proposed by applicants so that Board approval may
be sought under the formal application process.
    3. The parties to this proceeding must comply with the procedural
schedule adopted by the Board in this proceeding as shown in Appendix
A.
    4. The parties to this proceeding must comply with the procedural
requirements described in this decision.
    5. This decision is effective on June 21, 2007.

    Decided: June 12, 2007.

    By the Board, Chairman Nottingham, Vice Chairman Buttrey, and
Commissioner Mulvey.
Vernon A. Williams,
Secretary.

Appendix A: Procedural Schedule

    May 22, 2007: Application, Petition to Revoke Class Exemptions,
Motion for Protective Order, and Motion to Establish Procedural
Schedule filed.
    June 6, 2007: Protective order issued.
    June 22, 2007: Board notice of acceptance of application
published in the Federal Register.
    July 5, 2007: Notices of intent to participate in this
proceeding due.
    July 30, 2007: All comments, protests, requests for conditions,
and any other evidence and argument in opposition to the
application, including filings of DOJ and DOT, due.
    August 14, 2007: Responses to comments, protests, requests for
conditions, and other opposition due. Rebuttal in support of the
application due.
    TBD: A public hearing or oral argument may be held.
    September 28, 2007: Date of service of final decision.
    October 29, 2007: Effective date of final decision.

[FR Doc. E7-11759 Filed 6-20-07; 8:45 am]

BILLING CODE 4915-01-P