Academy Express, L.L.C.-Acquisition of the Properties of Entertainment Tours, Inc., 35751-35752 [2012-14565]

Agencies

• Surface Transportation Board
• DEPARTMENT OF TRANSPORTATION

[Federal Register Volume 77, Number 115 (Thursday, June 14, 2012)]
[Notices]
[Pages 35751-35752]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2012-14565]


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DEPARTMENT OF TRANSPORTATION

Surface Transportation Board

[Docket No. MCF 21043]


Academy Express, L.L.C.--Acquisition of the Properties of 
Entertainment Tours, Inc.

AGENCY: Surface Transportation Board, DOT.

ACTION: Notice Tentatively Approving and Authorizing Finance 
Transaction.

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SUMMARY: Academy Express, L.L.C., a motor carrier of passengers 
(Academy), has filed an application under 49 U.S.C. 14303 for its 
acquisition of the properties of Entertainment Tours, Inc., also a 
motor carrier of passengers (Entertainment).\1\ The Board is 
tentatively approving and authorizing the transaction, and, if no 
opposing comments are timely filed, this notice will be the final Board 
action. Persons wishing to oppose the application must follow the rules 
under 49 CFR 1182.5 and 1182.8.
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    \1\ Academy filed its application for acquisition of the 
properties of Entertainment on April 5, 2012. However, the Board 
determined that the information provided was not sufficiently 
complete to provide the required notice to the Board and to the 
public as to the nature of the proposed transaction. In a Board 
decision served on May 4, 2012, Academy was directed to supplement 
its application, which it did on May 15, 2012. The filing date of an 
application is deemed to be the date on which the complete 
information is filed. See 49 CFR 1182.4(a). Thus, we will treat 
Academy's application as having been filed on May 15, 2012.

DATES: Comments must be filed by July 27, 2012. Academy may file a 
reply by August 13, 2012. If no comments are filed by July 27, 2012, 
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this notice shall be effective on that date.

ADDRESSES: Send an original and 10 copies of any comments referring to 
Docket No. MCF 21043 to: Surface Transportation Board, 395 E Street 
SW., Washington, DC 20423-0001. In addition, send one copy of comments 
to Academy's representative: Fritz R. Kahn, Fritz R. Kahn, P.C., 1919 M 
Street NW., 7th Floor, Washington, DC 20036.

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

[[Page 35752]]


SUPPLEMENTARY INFORMATION: Academy is a limited liability company 
established under the laws of New Jersey. It holds authority from the 
Federal Motor Carrier Safety Administration (FMCSA) as a motor carrier 
providing interstate charter passenger services to the public (MC-
413682). Academy is indirectly controlled by the Tedesco Family ESB 
Trust, which directly controls the following noncarriers: Academy Bus, 
L.L.C.; Franmar Leasing, Inc.; Franmar Logistics, Inc.; Academy 
Services, Inc.; and Log Re, Inc. The Tedesco Family ESB Trust also 
indirectly controls Academy Lines, L.L.C., a motor carrier of 
passengers principally rendering commuter operations, and No. 22 
Hillside, L.L.C., a motor carrier of passengers rendering a variety of 
services. Entertainment, a corporation established under Massachusetts 
law, also holds a FMCSA license (MC-262973) and owns Coach NE., L.L.C., 
a noncarrier.
    Academy is largely focused on providing charter bus and contract 
carrier services. It offers university transportation shuttles and 
transports sports teams as a contract bus carrier, and transports 
groups for churches, clubs, small third-party groups, and other 
organizations as a charter bus operator. Academy operates mostly in 
interstate commerce and to a lesser extent in intrastate commerce in 
the District of Columbia, Virginia, New Jersey, New York, Connecticut, 
Rhode Island and Massachusetts. Entertainment essentially is a charter 
bus operator, transporting groups for churches, clubs, and other 
organizations mostly in intrastate commerce in Massachusetts and, to a 
lesser extent, in Connecticut and New Hampshire.
    Under the proposed transaction, Academy seeks permission to acquire 
the properties of Entertainment--namely, its equipment, customer list, 
and goodwill, as well as Entertainment's authority to render motor 
carrier operations in Massachusetts, Connecticut, and New Hampshire. 
According to the application, the closing occurred on March 30, 2012. 
Academy states that all of the authorized and outstanding stock of 
Entertainment was transferred to an independent voting trust, pursuant 
to a Voting Trust Agreement. Academy submits that, should the Board 
approve the proposed transaction, the trustee would reconvey the stock 
to the stockholder of Entertainment, which then would transfer the 
purchased properties to Academy. According to Academy, Entertainment 
would remain an independent entity, but would be expected to surrender 
its interstate operating authority.\2\
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    \2\ Our voting trust rules at 49 CFR part 1013 contemplate the 
use of voting trusts to facilitate tentative stock transfers before 
a transaction involving an acquisition of control is approved. The 
transaction here, however, is not an acquisition of control, but an 
acquisition of assets. The use of a voting trust in this 
circumstance appears to be novel, and the Board was not asked for an 
informal opinion on its suitability here prior to the acquisition. 
Nonetheless, we will allow this case to proceed because we encourage 
parties to seek appropriate Board authority (even if they should 
have done so before undertaking a course of action), and the record 
does not suggest that the applicants here intended to evade our 
authority or undermine the integrity of our processes.
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    Under 49 U.S.C. 14303(b), the Board must approve and authorize a 
transaction that it finds consistent with the public interest, taking 
into consideration at least: (1) The effect of the proposed transaction 
on the adequacy of transportation to the public; (2) the total fixed 
charges that result; and (3) the interest of affected carrier 
employees. Academy has submitted information, as required by 49 CFR 
1182.2, including the information to demonstrate that the proposed 
transaction is consistent with the public interest under 49 U.S.C. 
14303(b), and a statement that the 12-month aggregate gross operating 
revenues of Academy and Entertainment exceeded $2 million.
    With respect to the effect of the transaction on the adequacy of 
transportation to the public, Academy states that the proposed 
acquisition would greatly benefit Entertainment's patrons. According to 
Academy, passengers would be able to travel in newer, cleaner buses, 
and would have a far greater selection of tours and special operations 
than was previously afforded to them. Academy further states that the 
proposed transaction would have no effect on total fixed charges. 
Further, Academy states that the transaction would have no adverse 
effect upon Entertainment's employees, as these employees would be 
offered employment with Academy. Academy notes that, excluding itself, 
the American Bus Association has identified 29 charter bus companies 
operating in Massachusetts, 10 charter bus companies operating in 
Connecticut, and eight charter bus companies operating in New 
Hampshire. Academy states that, if the proposed transaction were 
approved, there would be little or no reduction of competitive 
conditions in the aforementioned states, especially because Academy 
would hope to succeed to the business previously conducted by 
Entertainment in those states. Additional information, including a copy 
of the application, may be obtained from Academy's representative.
    On the basis of the application, the Board finds that the proposed 
acquisition of control is consistent with the public interest and 
should be tentatively approved and authorized. If any opposing comments 
are timely filed, this finding will be deemed vacated, and, unless a 
final decision can be made on the record as developed, a procedural 
schedule will be adopted to reconsider the application. See 49 CFR 
1182.6(c). If no opposing comments are filed by the expiration of the 
comment period, this notice will take effect automatically and will be 
the final Board action.
    The party's application and Board decisions and notices are 
available on our Web site at ``www.stb.dot.gov.''
    This decision will not significantly affect either the quality of 
the human environment or the conservation of energy resources.
    It is ordered:
    1. The proposed finance transaction is approved and authorized, 
subject to the filing of opposing comments.
    2. If opposing comments are timely filed, the findings made in this 
notice will be deemed as having been vacated.
    3. This notice will be effective July 27, 2012, unless opposing 
comments are timely filed.
    4. A copy of this decision will be served on: (1) U.S. Department 
of Transportation, Federal Motor Carrier Safety Administration, 1200 
New Jersey Avenue SE., Washington, DC 20590; (2) the U.S. Department of 
Justice, Antitrust Division, 10th Street & Pennsylvania Avenue NW., 
Washington, DC 20530; and (3) the U.S. Department of Transportation, 
Office of the General Counsel, 1200 New Jersey Avenue SE., Washington, 
DC 20590.

    Decided: June 7, 2012.

    By the Board, Chairman Elliott, Vice Chairman Mulvey, and 
Commissioner Begeman.
Derrick A. Gardner,
Clearance Clerk.
[FR Doc. 2012-14565 Filed 6-13-12; 8:45 am]
BILLING CODE 4915-01-P