Title 45, RailroadsRelease 119-110

§1311 Preparation for Public Offering

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

Last updated Sep 22, 2026|Official source

Summary

Within 30 days after October 21, 1986, the Secretary of Transportation, working with the Treasury Secretary and the Corporation’s Board Chair, must hire between 4 and 6 investment banks to act as equally paid co‑lead managers and form a team to handle the public offering. One of those banks must be picked to run and coordinate the sale. The banks should be chosen for things like their distribution networks, financial strength, railroad knowledge, big‑deal experience, research ability, reputation, and any helpful work they did before October 21, 1986. Also, within 30 days after October 21, 1986, the Corporation must send $200,000,000 to the Treasury. By February 1, 1987, or 30 days before the sale date (whichever comes first), the Secretary of Transportation must decide whether to require up to another $100,000,000; the Corporation must transfer any amount required. The Corporation must also prepare and file a registration statement with the SEC for the securities for the initial and any later public offerings, following securities laws.

Full Legal Text

Title 45, §1311

Railroads, Source: USLM XML via OLRC

(a)Public offering managers
(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)Payment to United States
(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)Registration statement
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)Omitted

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 45, Railroads

Last Updated

Sep 22, 2026

Release point: 119-110