This is the decision of the Railroad Retirement Board regarding the continued
status of the Grand Trunk Western Railroad, (GTW Inc.) (B.A. No. 1208) as an
employer under the Railroad Retirement Act (45 U.S.C. § 231, et seq.) (RRA) and
the Railroad Unemployment Insurance Act (45 U.S.C. § 351, et seq.) (RUIA).
letter dated August 29, 2008, Mr. Thomas J. Healey, Counsel – Regulatory for the
Canadian National Railway Company (CN), advised the agency that on or after
September 1, 2008, CN intended to merge GTW Inc., one of its wholly-owned
subsidiaries, into St. Clair Tunnel Company (SCTC) (B.A. No. 4227) another of
CN's wholly-owned subsidiaries. A copy of the Agreement and Plan of Merger as
well as the Surface Transportation Board (STB) decision of July 17, 2008 were
provided by Mr. Healey in a letter dated October 15, 2008.
According to the STB
decision, the purpose of the transaction is to simplify the U.S. corporate
structure of CN by eliminating a railroad within that structure and to
accommodate certain Canadian tax considerations. The STB decision notes that the
parties stated “that the transaction will not result in adverse changes in
service levels, significant operational changes, or any change in the
competitive balance with carriers outside the corporate family” (STB Docket
Finance Docket No. 35142, decided July 17, 2008). According to the Agreement and
Plan of Merger, GTW Inc. merged into SCTC, with SCTC as the surviving entity.
Following the merger, SCTC's name was changed to Grand Trunk Western Railroad
Company (GTW Co.), contemporaneously with GTW Inc.'s dissolution and termination
of existence. The merger became effective on September 1, 2008.
According to Mr.
Healey's letter of October 15, 2008, all employees of GTW Inc. are now employees
of GTW Co. and all assets previously owned by GTW Inc. are now owned and
operated by GTW Co. On September 1, 2008, GTW Co. began providing rail service
to customers on track previously operated by GTW Inc., as well as on the tunnel
and ancillary tracks previously owned by SCTC but operated by GTW Inc.
evidence of record establishes that GTW Inc. no longer possesses the
characteristics of a railroad employer. The Board therefore finds that effective
September 1, 2008, the date of the merger with St. Clair Tunnel Company, GTW
Inc. ceased being a covered employer under the Railroad Retirement and Railroad
Unemployment Insurance Acts. The Board also notes the change of name for St.
Clair Tunnel Company to Grand Trunk Western Railroad Company.
Original signed by:
||FOR THE BOARD
Secretary to the Board