Assistant Director of Data Processing and Accounts

General Counsel

Clinchfield Railroad Company Georgia Railroad and Banking Company Georgia Railroad Lessee Organization Louisville and Nashville Railroad Company Seaboard Coast Line Railroad Company Seaboard System Railroad, Inc. Western Railway of Alabama Employer Status

This is in response to your request of April 20, 1983, for an opinion as to the status of the above-listed companies as employers under the Railroad Retirement and Railroad Unemployment Insurance Acts. With the exception of the Seaboard System Railroad Inc., all have been held to be employers under the Acts, as shown below:

Status Service Employer List No. Creditable

Clinchf ield Railroad Company 990 01/26/05 to date

Georgia Railroad and Banking Company 2589 12/1833 to date

Georgia Railroad Lessee Organization 2590 04/1881 to date

Louisville 6 Nashville Railroad Company 3802 03/1850 to date

Seaboard Coast Line Railroad Company 6102.2 07/01/67 to date

Western Railway of Alabama 7325 03/1883 to date Assistant Director of Data Processing and Accounts

In a letter dated February 18, 1983, Mr. Thomas A. Frymire, Director of Sales, Payroll and Miscellaneous Taxes for the Seaboard System Railroad, states that:

"1. The Louisville and Nashville Railroad was merged into the Seaboard Coast Line Railroad Company on December 31, 1982.

"2. The name of the Seaboard Coast Line Railroad Company was changed to Seaboard System Railroad, Inc., on December 31, 1982.

"3. On November 4, 1982, the rail properties of the Georgia Railroad Lessee Organization were purchased by the Seaboard Coast Line Railroad and the Georgia Railroad has ceased to exist.

"4. All employees of the Western Railway of Alabama have been transferred to the Seaboard System Railroad, Inc., payroll effective January 1, 1983.

"5. All employeees of the Clinchf ield Railroad have been transferred to the Seaboard System Railroad, Inc., payroll effective January 1, 1983.

"As indicated, the only change in the Seaboard Coast Line Railroad Company was a change in the name to Seaboard System Railroad, Inc."

Mr. Frymire has supplied a copy of the Seaboard Coast Line Board Resolution to amend the SCL Articles of Incorporation to change its name to the Seaboard System Railroad; of the merger plan of the SCL and the Louisville and Nashville; and the SCL Board resolution approving purchase of the properties of the Georgia Railroad and Banking Company which bad been operated under lease to the Louisville and Nashville and the SCL.

In a letter dated March 21, 1983, Mr. Frymire added that all track and other assets of the Clinchfield Railroad and the Louisville and Nashville were transferred to the SCL in the merger. The Western Railway of Alabama retained all assets and equipment, but all employees were transferred to the Seaboard System Railroad January 1, 1983. The Interstate Commerce Commission has approved the Clinchfield-Seaboard Coast Line; the Louisville and Nashville and SCL merger; and the acquisition Assistant Director of Data Processing and Accounts of the leased property from the Georgia Railroad and Banking Company in Interstate Commerce Commission Finance Docket Nos. 3131, 30053, and 29985, respectively.

Where a corporation previously held to be an employer has not been dissolved or changed its manner of operation, but has amended its articles of incorporation to alter its name, there is no change in the status of the corporation as an employer under the Acts. See L-82-178. Therefore, there is no change in the status of the corporation formerly known as the Seaboard Coast Line Railroad due to its name change to the Seaboard System Railroad, effective January 1, 1983.

A merger approved by the Interstate Commerce Commission, transferring all assets and employees of an employer to another company, terminates the employer status of the merging employer. See L-81-168. Therefore, it is my opinion that the employer status of the Clinchf ield Railroad Company and the Louisville and Nashville Railroad terminate with the close of business, December 31, 1982.

The Georgia Railroad Lessee Organization appears to have been nothing more than a trade name for an unincorporated organization composed of the Louisville and Nashville and the Atlantic Coast Line (later Seaboard Coast Line) which operated the property of the Georgia Railroad and Banking Company. See Georgia Railroad (Lessee Organization) and Georgia Railroad and Banking Company 125 I.C.C. 551 (1927)? L-42-571. It appears that the Lessee Organization was considered an employer as a railroad association pursuant to section 1 (a)(1)(iv) of the Act, while the Georgia Railroad and Banking Company was held to be a lessor employer as a company charted as a common carrier by railroad whose railroad is operated in interstate commerce under lease. See L-42-571. Acquisition of the lessors' interest by the lessee merges the two interests by operation of law. See 51 C. J. S. Landlord & Tenant § 257. In this case, purchase of the assets of the lessor employer by the members of the lessee organization dissolves the purpose of the organization, and removes from ownership by the lessor the property which had been operated in interstate commerce. Therefore, it is my opinion that the Georgia Railroad Lessee Organization and the Georgia Railroad & Banking Company cease to be covered employers under the Acts effective December 31, 1982. Assistant Director of Data Processing and Accounts

Transfer of all employees of the Western Railway of Alabama to the payroll of the New Seaboard System Railroad effective January 1, 1983 renders that company an employer without employees.

Appropriate Forms G-341 giving effect to the foregoing are attached.

Dale G. Zimmerman

Attachment

KTB:hro:lml 7 283A/93A