
From the U.S. Code Online via GPO Access
[wais.access.gpo.gov]
[Laws in effect as of January 23, 2000]
[Document not affected by Public Laws enacted between
  January 23, 2000 and December 4, 2001]
[CITE: 45USC746]

 
                           TITLE 45--RAILROADS
 
                CHAPTER 16--REGIONAL RAIL REORGANIZATION
 
              SUBCHAPTER III--CONSOLIDATED RAIL CORPORATION
 
Sec. 746. Certificates of value


(a) General

    On the date when the Corporation is required to deposit securities 
with the special court pursuant to section 743(a)(1) of this title, the 
Association shall deposit with the special court the certificates of 
value of the Association required by this section. The Secretary shall 
guarantee the payment of all certificates of value delivered in 
accordance with this subchapter. All guarantees entered by the Secretary 
under this section shall constitute general obligations of the United 
States of America for the payment or redemption of which its full faith 
and credit are pledged. Such guarantees shall be valid and incontestable 
except as to mutual mistake of fact or as to fraud or material 
misrepresentation by the holder of such certificates or the transferor 
of rail properties to which certificates of value of any series so 
guaranteed are issued.

(b) Number and distribution

    A separate series of certificates of value shall be issued to each 
railroad in reorganization in the region and each person leased, 
operated, or controlled by such a railroad that transfers rail 
properties to the Corporation or a subsidiary thereof. The number of 
certificates of value of each series to be deposited pursuant to 
subsection (a) of this section shall be equal to the number of shares of 
series B preferred stock of the Corporation which are required to be 
deposited by the Corporation with the special court, pursuant to section 
743(a)(1) of this title in exchange for the rail properties transferred 
to the Corporation or a subsidiary thereof by such transferor. 
Certificates of value of the appropriate series shall be distributed by 
the special court, pursuant to section 743(c)(4) of this title, at the 
same time to the same transferors, and in the same numbers of units as 
shares of such series B preferred stock are distributed to such 
transferor.

(c) Redemption

    (1) Certificates of value, of any series, shall be redeemed by the 
Association on December 31, 1987, or on such earlier date as the Board 
of Directors of the Association and the Finance Committee jointly may 
determine and specify.
    (2) Each certificate of value of each series shall be redeemable for 
an amount, payable in cash, equal to its base value on the redemption 
date, minus--
        (A) the sum of the fair market value of the series B preferred 
    stock applicable to such certificate, the fair market value of the 
    common stock applicable to such certificate, and all cash dividends 
    theretofore paid on any such series B preferred stock and on any 
    such common stock; and
        (B) any sums paid to a transferor of rail properties to whom 
    such series of certificates of value was issued resulting from sales 
    or leases by the Corporation of properties transferred to it by such 
    transferor divided by the number of certificates of value 
    distributed to such transferor.

    (3) The number of shares of series B preferred stock and common 
stock applicable to each certificate of value of any series, pursuant to 
paragraph (2) of this subsection, shall be--
        (A) one share of series B preferred stock (adjusted to reflect 
    any stock splits, stock combinations, reclassifications or similar 
    transactions affecting the number of shares of outstanding series B 
    preferred stock following the date of distribution pursuant to 
    section 743(c)(4) of this title); and
        (B) the number of shares of common stock determined by dividing 
    the total number of shares of common stock distributed pursuant to 
    section 743(c)(4) of this title to the transferor receiving such 
    series of certificates of value (adjusted to reflect any stock 
    splits, stock combinations, reclassifications, or similar 
    transactions affecting the number of shares of outstanding common 
    stock following the date of distribution pursuant to section 
    743(c)(4) of this title) by the total number of certificates of 
    value in the series so distributed to such transferor.

    (4) The base value of each certificate of value of any series shall 
be the value obtained by (A) taking the net liquidation value, as 
determined by the special court, to which the transferor to whom such 
series of certificates of value is issued is entitled by virtue of 
transfers of rail properties, under section 743(b)(1) of this title to 
the Corporation or a subsidiary thereof; (B) subtracting the value of 
other benefits provided under this chapter, as determined by the special 
court; (C) adding such amount, if any, as the special court may 
determine shall be required after taking into consideration compensable 
unconstitutional erosion, if any, in the estate of a railroad in 
reorganization, or of a railroad leased, operated, or controlled by such 
a railroad, which the special court finds to have occurred during any 
bankruptcy proceeding with respect to such railroad; (D) adding interest 
from the transfer date to the redemption date to be compounded annually 
at a rate of 8 percent per annum; and (E) dividing the resulting value 
by the number of certificates of value of such series distributed to 
such transferor. In determining such base value, the special court shall 
give due weight and consideration to the finding of the Association as 
to the net liquidation value to which each transferor is entitled by 
virtue of conveyances of rail properties under section 743(b)(1) of this 
title. For purposes of this paragraph, the term ``rail properties'' 
includes all rights with respect to employee benefit plans transferred 
and assigned to the Corporation pursuant to section 743(b)(6) of this 
title. Net liquidation value with respect to such rights shall be 
determined after taking into account all obligations finally transferred 
or assigned to the Corporation pursuant to such section.
    (5) The fair market value of series B preferred stock and of common 
stock of the Corporation shall be determined in accordance with 
regulations prescribed by the Association, on the basis of the average 
price of each such security in the primary established market in which 
such securities are traded over a period of 120 consecutive trading days 
ending not less than 20 nor more than 40 trading days preceding the 
redemption date, or, in the case of a security for which there is not an 
established trading market, on the basis of the fair market value 
thereof as determined by the majority vote of three experts in the 
valuation of securities, one to be selected by the Association, one to 
be selected by the directors of the Corporation elected by the holders 
of the security to be valued, and one to be selected by the two first 
selected.

(d) Authorization of appropriations

    There are authorized to be appropriated to the Secretary such sums 
as are necessary to discharge the obligations of the United States 
arising under this section.

(Pub. L. 93-236, title III, Sec. 306, as added Pub. L. 94-210, title VI, 
Sec. 610(b), Feb. 5, 1976, 90 Stat. 104; amended Pub. L. 94-248, 
Secs. 2, 3, Mar. 25, 1976, 90 Stat. 286.)


                               Amendments

    1976--Subsec. (c)(3)(A). Pub. L. 94-248, Sec. 2, substituted 
``adjusted to reflect'' for ``without regard to''.
    Subsec. (c)(3)(B). Pub. L. 94-248, Sec. 3, inserted provisions 
relating to adjustment of number of shares of common stock to reflect 
any stock splits, stock combinations, etc.

 Abolition of Special Court, Regional Rail Reorganization Act of 1973, 
                        and Transfer of Functions

    Special court abolished and all jurisdiction and functions 
transferred to United States District Court for District of Columbia, 
see section 719(b)(2) of this title.

Abolition of United States Railway Association and Transfer of Functions 
                             and Securities

    See section 1341 of this title.


           Applicability of National Environmental Policy Act

    Application of National Environmental Policy Act to actions of 
Commission not affected by title VI of Pub. L. 94-210, see section 619 
of Pub. L. 94-210, set out as a note under section 791 of this title.

                  Section Referred to in Other Sections

    This section is referred to in sections 712, 719, 720, 743, 1115 of 
this title.
