User:NE2/Conrail split


 * 1997-07-23 application
 * 1998-07-23 approval

Transaction Agreement dated 1997-06-10:
 * CRR Holdings LLC (owned by CSX 42% and NS 58%; equal voting interest) acquired all Conrail, Inc. (parent of operating railroad Conrail Corp.) stock indirectly through Green Acquisition Corp.; former Green Acquisition Corp. subsidiary Green Merger Corp. merged into Conrail, Inc. consummated 1997-06-02, with Green Merger Corp. stock surviving as 100 shares of Conrail, Inc. after buyout of old Conrail, Inc. stock for $115 per share

Control Date (1998-08-22):
 * Conrail managed by 6 directors, 3 from CSX and 3 from NS, with majority of each subset of 3 required to make a decision (in other words a decision with all CSX directors but only one NS director approving fails)
 * Various connection track construction, trackage rights, and abandonments approved

Day One/Closing Date/Split Date (1999-06-01):
 * New York Central Lines LLC and Pennsylvania Lines LLC created as subsidiaries of Conrail Corp.; CSX and NS have exclusive authority respectively to appoint directors
 * Most Conrail assets split between NYC and PRR, to be operated by CSX and NS for initial term of 25 years
 * N&W transfers Fort Wayne Line to Conrail in exchange for Streator Line (which goes directly to N&W, not PRR); Fort Wayne Line assigned to NYC
 * NYC gets Philadelphia headquarters and IT facilities
 * Conrail's 50% interest in Lakefront Dock and Railroad Terminal Company goes to NYC
 * Conrail's 100% interest in St. Lawrence and Adirondack Railway goes to NYC
 * Conrail's 50% interest in Albany Port Railroad goes to NYC
 * Conrail's 26.67% interest in Belt Railway of Chicago goes to PRR
 * Conrail's 25.64% interest in Peoria and Pekin Union Railway goes to PRR
 * Conrail's 50% interest in Triple Crown Services Company (through TCV, Inc.) goes to PRR
 * Conrail's 21.807% interest in TTX Company split between NYC (10.125%) and PRR (11.682%), roughly a 46.5/53.5 split
 * Conrail retains certain assets:
 * Shared Assets Areas: owned, operated, and maintained by Conrail for the exclusive benefit of CSX and NS; in addition CSX and NS each get full trackage rights
 * "It is intended that, following the Division: CRC will not hold itself out to the public as performing transportation services directly and for its own account; CRC will not enter into any contract (other than with CSXT or NSR) for the performance of transportation services; and all transportation services performed by CRC will be performed as agent or subcontractor of CSXT or NSR."
 * System support operations facilities that benefit the whole system
 * 51% interest in Indiana Harbor Belt Railroad
 * Liabilities including debt obligations
 * Existing contracts between Conrail and shippers split 42/58 between CSX and NS, including in Shared Assets Areas

Yards and terminals split as follows:
 * 59th Street Yard (Chicago), CSX
 * Airline Junction Yard (Toledo), NS
 * Ashtabula Harbor (Ohio), NS with CSX access
 * Buckeye Yard (Columbus), CSX (local and intermodal) and NS (hump)
 * Collinwood Yard (Cleveland), CSX
 * Croxton Yard (New Jersey), NS
 * E-Rail Intermodal Facility (New Jersey), NS
 * Greenwich Yard (Philadelphia), CSX (most) and CSAO (local and ore pier tracks)
 * Hawthorne Yard (Indianapolis), CSX with NS access
 * Manville Yard (New Jersey), CSX with NS and CSAO access
 * Morrisville Intermodal Facility (Pennsylvania), NS
 * North Bergen Intermodal Terminal (New Jersey), CSX
 * Piqua Yard (Fort Wayne), split between CSX and NS, with Triple Crown Services Company portion included in NS share
 * Rockport Yard (Cleveland), NS
 * Seneca Yard (Buffalo), CSX with NS access
 * South Kearny Intermodal Terminal (New Jersey), CSX with NS access only to American President Lines terminal
 * Stanley Yard (Toledo), CSX (most) and NS (Yard "E")
 * Trumbull Street Yard (New Jersey), CSX with NS access only to E-Rail Intermodal Facility