Title 45RailroadsRelease 119-73

§1311 Preparation for public offering

Title 45 › Chapter CHAPTER 22— - CONRAIL PRIVATIZATION › Subchapter SUBCHAPTER II— - CONRAIL › Part Part A— - Sale of Conrail › § 1311

Last updated Apr 6, 2026|Official source

Summary

Within 30 days after October 21, 1986, the Secretary of Transportation must, after talking with the Secretary of the Treasury and the corporation’s board chair, hire 4 to 6 investment banks to work together as co-lead managers and form an underwriting group for the public stock sale. The firms will be paid equally and one will be picked to run the sale. The choice of firms must consider things like how well they sell to institutions and regular investors, their money strength, railroad knowledge, big-offering experience, research ability, reputation, and any help they gave before October 21, 1986. The corporation must send $200,000,000 to the Secretary of the Treasury within 30 days after October 21, 1986. By February 1, 1987, or 30 days before the sale (whichever comes first), the Secretary of Transportation must decide if up to another $100,000,000 should be sent, based on the corporation’s viability; the corporation must transfer any amount required. The corporation must also file the required registration with the Securities and Exchange Commission for the offering.

Full Legal Text

Title 45, §1311

Railroads — Source: USLM XML via OLRC

(a)(1)Not later than 30 days after October 21, 1986, the Secretary of Transportation, in consultation with the Secretary of the Treasury and the Chairman of the Board of Directors of the Corporation, shall retain the services of investment banking firms to serve jointly and be compensated equally as co-lead managers of the public offering (hereafter in this part referred to as the “co-lead managers”) and to establish a syndicate to underwrite the public offering. The total number of co-lead managers shall be no fewer than 4 nor greater than 6. The Secretary shall designate one co-lead manager to coordinate and administer the public offering.
(2)In selecting the investment banking firms to serve as co-lead managers of the public offering under paragraph (1), consideration shall be given to the firm’s institutional and retail distribution capabilities, financial strength, knowledge of the railroad industry, experience in large scale public offerings, research capability, and reputation. In addition, recognition shall also be given to contributions made by particular investment banking firms before October 21, 1986, in demonstrating and promoting the long-term financial viability of the Corporation.
(b)(1)Not later than 30 days after October 21, 1986, the Corporation shall transfer to the Secretary of the Treasury $200,000,000.
(2)On or before February 1, 1987, or 30 days before the sale date, whichever occurs first, the Secretary of Transportation shall determine whether to require the Corporation to transfer to the Secretary of the Treasury, in addition to amounts transferred under paragraph (1), not to exceed $100,000,000, taking into account the viability of the Corporation. The Corporation shall transfer such funds as are required to be transferred under this paragraph.
(c)The Corporation shall prepare and cause to be filed with the Securities and Exchange Commission a registration statement with respect to the securities to be offered and sold in accordance with the securities laws and the rules and regulations thereunder in connection with the initial and any subsequent public offering.
(d)

Legislative History

Notes & Related Subsidiaries

Editorial Notes

References in Text

This part, referred to in subsec. (a), was in the original “this subpart” meaning subpart A (§§ 4011–4013) of part 2 of subtitle A of title IV of Pub. L. 99–509, Oct. 21, 1986, 100 Stat. 1895, which enacted this part and amended section 726 of this title. For complete classification of subpart A to the Code, see Tables. Codification Subsec. (d) of this section amended section 726 of this title.

Reference

Citations & Metadata

Citation

45 U.S.C. § 1311

Title 45Railroads

Last Updated

Apr 6, 2026

Release point: 119-73