PURPOSE: This rule sets forth the requirements in an application to acquire capital stock of a railroad corporation, street railroad corporation or a motor common carrier of passengers or household goods incorporated under the laws of Missouri.

1. (1) Corporations seeking divisional approval of transactions to which the provisions of section 387.260, RSMo are applicable shall file with the division an original and one (1) copy of a written application, verified under oath or penalty of perjury by a principal officer or director of the applicant corporation (purchaser) which desires to acquire capital stock of a railroad corporation, street railroad corporation or a motor common carrier of passengers or household goods incorporated under the laws of Missouri (Missouri carrier). The application shall contain or be accompanied by:

   1. (A) The name and address of the principal office of the purchaser, the Missouri carrier and the person or corporation desiring to sell the purchaser the capital stock of the Missouri carrier (seller), plus its mailing address, if different;
   2. (B) Identification of the state(s) in which the purchaser is incorporated;
   3. (C) Adequate notice that the applicant has registered its existence and operation as a corporation or limited liability partnership and its use of any fictitious name, as required by law, with the Office of the Missouri Secretary of State and the registration is in good standing. If the purchaser is not incorporated or authorized to do business in Missouri, a current certificate of good standing issued to the purchaser by the state in which it is incorporated;
   4. (D) Copies of all contracts, agreements and stipulations between the purchaser and seller relating to the sale, transfer, purchase or acquisition of the capital stock of the Missouri carrier; and identification of the number and class of shares of the capital stock proposed to be acquired by the purchaser;
   5. (E) Identification of any interest (whether stock, loans, voting or management arrangements) which the purchaser or any officer, director or person authorized to control the purchaser has in the affairs of any other railroad corporation, street railroad corporation, common carrier or contract carrier operating or authorized to operate in this state;
   6. (F) Identification of any interest (whether stock, loans, voting or management arrangements) which any railroad corporation, street railroad corporation, common carrier or contract carrier operating or authorized to operate in this state, or any officer, director or person authorized to control the same, has in the affairs of the purchaser;
   7. (G) Identification of any interest (whether stock, loans, voting or management arrangements) in the purchaser held by any person or entity who also holds an interest (whether stock, loans, voting or management arrangements) in any railroad corporation, street railroad corporation, common carrier or contract carrier operating or authorized to operate in this state;
   8. (H) If any interest has been indicated under subsection (1)(E), (F) or (G), identification of any case or decision of the division or its predecessor, the Missouri Public Service Commission, in which that interest was approved or authorized, or explanation why no approval or authorization was necessary;
   9. (I) Complete balance sheets and income and expense statements concerning only the financial condition of the purchaser for the last two (2) years, including current balance sheet and income statement. The financial information required must be solely that of the applicant and not contain financial information about related companies or affiliates. Applicant also may submit separate financial or pertinent statements on related companies or affiliates which it desires the division to consider. The applicant also shall submit a pro forma balance sheet reflecting assets and liabilities which it intends to acquire or assume in order to complete the acquisition of the capital stock of the Missouri carrier;
   10. (J) Statement explaining the anticipated effects that the proposed acquisition of the capital stock of the Missouri carrier will have on the Missouri carrier’s service to the shipping public and on the related transportation market(s) within this state; and
   11. (K) Evidence that reasonable notice has been given to the minority stockholders of the Missouri carrier (if any), concerning the proposed acquisition of the capital stock by the purchaser.
2. (2) Upon receipt of an application conforming to the requirements of this rule, the division shall issue appropriate orders granting or denying approval of the proposed sale, transfer, purchase, acquisition, or all of these, of the capital stock of the Missouri carrier by the purchaser; provided, however, that, in its discretion, the division may order that the application be set for hearing, upon reason- Railroad Safety

able notice to interested parties, prior to issuance of its decision.

AUTHORITY: section 622.027, RSMo 1994.* Original rule filed May 17, 1989, effective Sept. 11, 1989. Emergency amendment filed Dec. 1, 1994, effective Dec. 11, 1994, expired Dec. 19, 1994. Emergency amendment filed Dec. 20, 1994, effective Jan. 1, 1995, expired April 30, 1995. Emergency amendment filed April 20, 1995, effective May 1, 1995, expired Aug. 28, 1995. Emergency amendment filed Aug. 18, 1995, effective Aug. 29, 1995, expired Feb. 24, 1996. Amended: Filed Aug. 3, 1995, effective Feb. 25, 1996.

*Original authority: 622.027, RSMo 1985, amended 1993, 1995.