
From the U.S. Code Online via GPO Access
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[Laws in effect as of January 23, 2000]
[Document not affected by Public Laws enacted between
  January 23, 2000 and December 4, 2001]
[CITE: 45USC1312]

 
                           TITLE 45--RAILROADS
 
                    CHAPTER 22--CONRAIL PRIVATIZATION
 
                         SUBCHAPTER II--CONRAIL
 
                         Part A--Sale of Conrail
 
Sec. 1312. Public offering


(a) Structure of public offering

    (1) After the registration statement referred to in section 1311(c) 
of this title is declared effective by the Securities and Exchange 
Commission, the Secretary of Transportation, in consultation with the 
Secretary of the Treasury, the Chairman of the Board of Directors of the 
Corporation, and the co-lead managers, shall offer the United States 
shares for sale in a public offering, except as provided in paragraphs 
(2) and (3).
    (2) The Secretary of Transportation, after such consultation, may 
elect to offer less than all of the United States shares for sale at the 
time of the initial sale.
    (3) Under no circumstances shall the Secretary of Transportation 
offer any of the United States shares for sale unless, before the sale 
date, the Secretary determines, after such consultation, that the 
estimated sum of the gross proceeds from the sale of all the United 
States shares will be an adequate amount. A determination by the 
Secretary under this paragraph shall not be reviewable.
    (4) In making a determination under paragraph (3), the Secretary 
shall have the goal of obtaining at least $2,000,000,000 in aggregate 
gross proceeds for the United States from the public offering and any 
payments made under section 1311(b) of this title.

(b) Subsequent sales

    If the Secretary of Transportation elects to offer for sale less 
than all the United States shares, the Secretary shall sell the 
remaining United States shares in subsequent public offerings.

(c) Consent of Corporation not required

    Any public offering under this section may be made without the 
consent of the Corporation.

(d) Authority to require stock splits

    (1) The Secretary of Transportation, in consultation with the co-
lead managers and the Chairman of the Board of Directors of the 
Corporation, may, in connection with the initial public offering 
described in subsection (a) of this section, before the filing of the 
registration statement referred to in section 1311(c) of this title, 
require the Corporation to declare a stock split or reverse stock split.
    (2) The Corporation shall take such action as may be necessary to 
comply with the Secretary's requirements under this subsection.

(e) Cancellation of other securities held by United States

    (1) In consideration for amounts transferred to the United States 
under section 1311(b) of this title, the Secretary of Transportation 
shall, concurrent with the initial public offering described in 
subsection (a) of this section, deliver to the Corporation all preferred 
stock, 7.5 percent debentures, and contingent interest notes of the 
Corporation. The Corporation shall immediately cancel such debentures, 
preferred stock, and contingent interest notes, and any interest of the 
United States in such debentures, preferred stock, and contingent 
interest notes shall be thereby extinguished.
    (2) For purposes of regulation by the Commission and State public 
utility regulation, the actions authorized by this subsection, the 
public offering, and the value of the consideration received therefor 
shall not change the value of the Corporation's assets net of 
depreciation and shall not be used to alter the calculation of the 
Corporation's stock or asset values, rate base, expenses, costs, 
returns, profits, or revenues, or otherwise affect or be the basis for a 
change in the regulation of any railroad service, rate, or practice 
provided or established by the Corporation, or any change in the 
financial reporting practice of the Corporation.

(f) Minority investment banking firms

    The Secretary of Transportation shall ensure that minority owned or 
controlled investment banking firms shall have an opportunity to 
participate to a significant degree in any public offering under this 
subchapter.

(g) Investment banking firm requirements

    (1) The level of any investment banking firm's participation in the 
public offering shall be consistent with that firm's financial 
capabilities.
    (2) No investment banking firm which was not in existence on 
September 1, 1986, shall participate in the public offering.

(h) General Accounting Office authority to conduct audits

    The General Accounting Office may make such audits as may be deemed 
appropriate by the Comptroller General of the United States of all 
accounts, books, records, memoranda, correspondence, and other documents 
and transactions of the Corporation and the co-lead managers associated 
with the public offering. The co-lead managers shall agree, in writing, 
to allow the General Accounting Office to make such audits. The General 
Accounting Office shall report the results of all such audits to the 
Congress.

(Pub. L. 99-509, title IV, Sec. 4012, Oct. 21, 1986, 100 Stat. 1896.)

                       References in Text

    This subchapter, referred to in subsec. (f), was in the original 
``this part'' meaning part 2 (Secs. 4011-4038) of subtitle A of title IV 
of Pub. L. 99-509, Oct. 21, 1986, 100 Stat. 1895, which enacted this 
subchapter, amended sections 702, 726, 727, 741, 797, 821, 825, 829, 
831, 1105, 1115, and 1116 of this title and section 10362 of Title 49, 
Transportation, repealed sections 761 to 769c, 797l, 825a, 1107, 1110, 
and 1114 of this title, and enacted provisions set out as a note under 
section 797 of this title. For complete classification of part 2 to the 
Code, see Tables.

  Abolition of Interstate Commerce Commission and Transfer of Functions

    Interstate Commerce Commission abolished and functions of Commission 
transferred, except as otherwise provided in Pub. L. 104-88, to Surface 
Transportation Board effective Jan. 1, 1996, by section 702 of Title 49, 
Transportation, and section 101 of Pub. L. 104-88, set out as a note 
under section 701 of Title 49. References to Interstate Commerce 
Commission deemed to refer to Surface Transportation Board, a member or 
employee of the Board, or Secretary of Transportation, as appropriate, 
see section 205 of Pub. L. 104-88, set out as a note under section 701 
of Title 49.

                  Section Referred to in Other Sections

    This section is referred to in sections 1303, 1342 of this title.
