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Southern Pacific Transportation CompanyControlThe Denver and Rio Grande Western Railroad Company Southern Pacific Transportation Company (SPTC) filed a notice of exemption to acquire control of The Denver and Rio Grande Western Railroad Company (DRGW). DRGW and SPTC, both common carriers, are subsidiaries of Southern Pacific Rail Corporation (SPRC), a non-carrier holding company. SPTC is directly owned by SPRC and DRGW is directly owned by Rio Grande Holding, Inc. (RGH), a non-carrier holding company, which, in turn, is directly owned by SPRC. After a dividend of the capital stock of DRGW by RGH to SPRC, RGH's parent corporation, SPRC proposes to transfer the capital stock of DRGW to its subsidiary, SPTC, the result of which will be to simplify corporate control by including DRGW as a subsidiary of SPTC. No change in the operations or the management personnel of any of the affiliated railroads will result from this change in control. After consummation, DRGW will be a directly-owned subsidiary of SPTC and be indirectly controlled by SPRC. The proposed transaction was to have been consummated on November 21, 1994. Because the parties are members of the same corporate family, and the control will not result in adverse changes in service levels, significant operational changes, or a change in the competitive balance with carriers outside the corporate family, the transaction qualifies for the class exemption at 49 CFR 1180.2(d)(3). The purpose to be accomplished by this transaction is the simplification of intercorporate control among railroad companies in the SPRC corporate family. As a condition to the use of this exemption, any employees adversely affected by the transaction will be protected by the conditions set forth in New York Dock Ry.ControlBrooklyn Eastern Dist., 360 I.C.C. 60 (1979). Petitions to revoke the exemption under 49 U.S.C. 10505(d) may be filed at any time. The filing of a petition to revoke will not stay the transaction. Pleadings must be filed with the Commission and served on: Louis P. Warchot, Southern Pacific Bldg., Room 815, One Market Plaza, San Francisco, CA 94105.

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