Chapter 4967: CONSOLIDATION OF RAILROADS

4967.01 Companies may consolidate.

When the railroads of railroad companies in this state or any portion of such railroads have been or are to be so constructed as to admit the passage of freight or passenger cars over any two or more of such railroads, continuously without break or interruption, such companies may consolidate themselves into a single company or either company may merge or be merged into the other. Where the railroad of any railroad company in this state is connected with the railroad of another railroad company by means of an intervening railroad, held and operated by either of such companies under lease or over which either of such companies has the right to operate under any trackage agreement, thereby forming together a connected and continuous railroad, the railroads of such companies so connected shall be held to admit the passage of cars over such railroads continuously, without break or interruption, within the meaning of this section.

Cite as R.C. § 4967.01

Effective Date: 10-01-1953

4967.02 Consolidation or merger of railroad companies.

A company organized in this state for the purpose of constructing, owning, and operating a railroad, or whose railroad is made or is in process of construction to a point within or without, or to the boundary line of, this state, may consolidate its capital stock, property, and franchises with those of a company in this or any other state, organized for a like purpose, whose railroad has been projected, constructed, or is in process of construction to the same point, or either company may merge or be merged into the other when the railroads so united and constructed will form a continuous or connected but not competing line for the passage of cars. Railroads running or to be constructed to the banks of a river which is not bridged, or to the tracks and property of a union depot or terminal company, the use of which is enjoyed by either of the companies proposed to be consolidated or merged, or to the tracks of another railroad over which either has the right to operate by favor of a lease or under any trackage agreement, shall be held to be continuous or connected under this section.

Cite as R.C. § 4967.02

Effective Date: 10-01-1953

4967.03 Merger with other railroad companies.

A railroad company formed by the consolidation of a company of this state with a company of another state, or the surviving company in case of a merger of such companies, may make a further consolidation or merger with a company of this state, or of this state and any other state, or of another state or states, owning or operating over continuous, connected, but not parallel or competing lines. This section or section 4967.02 of the Revised Code does not authorize any such company organized under the laws of this state or of this state and any other state to be merged into any other company that is not so organized or authorized to do business in this state. The companies may fix by the agreement for consolidation or merger the terms upon which it is to be made. Such terms may include the payment or retirement of the preferred stock of either or any of the companies parties to such agreement, if they have such stock. If the new or surviving company is to issue preferred stock, the par value of the shares thereof may be fixed by the agreement of consolidation or merger, or by resolution for the issue thereof without regard to the par value of shares of the common stock of such company.

Cite as R.C. § 4967.03

Effective Date: 10-01-1953

4967.04 Agreement of consolidation or merger.

A consolidation or merger of railroad companies shall be effected by each railroad company adopting an agreement of merger or consolidation pursuant to section 1701.78 , 1701.79 , 1701.80 , or 1701.801 of the Revised Code and making the filings required by section 1701.81 of the Revised Code.

Cite as R.C. § 4967.04

Effective Date: 11-22-1986

4967.05 to 4967.09 [Repealed].

Cite as R.C. § 4967.05 to 4967.09

Effective Date: 11-22-1986

4967.10 Relief for dissenting shareholder.

A stockholder who dissents in a consolidation or merger of railroad companies pursuant to section 4967.04 of the Revised Code is entitled to relief as a dissenting shareholder under section 1701.85 of the Revised Code.

Cite as R.C. § 4967.10

Effective Date: 11-22-1986

4967.11 [Repealed].

Cite as R.C. § 4967.11

Effective Date: 11-12-1986

4967.12 Property of old companies vests in new - rights of creditors not impaired.

Upon the consummation of any consolidation or merger, all the rights, privileges, and franchises of each of the companies, parties to the agreement of consolidation or merger, and all its property, debts due on account of subscriptions for stock, and other things in action, are to be deemed transferred to and vested in, or remain vested in, such new or surviving company without further act or deed. All property, rights of way, and other interests, are as effectually the property of the new or surviving company as they were formerly of the companies parties to the agreement. Titles to real estate acquired by deed, gift, grant, or by appropriation under the laws of this state shall not revert or be impaired by reason of the consolidation or merger. Rights of creditors and liens upon the property of the respective companies shall be preserved unimpaired, and the respective companies shall be deemed to continue in existence to preserve them. Debts, liabilities, and duties of the respective companies attach to the new or surviving company, and are enforceable against it to the same extent as if such debts, liabilities, and duties had been contracted by it.

Cite as R.C. § 4967.12

Effective Date: 10-01-1953

4967.13 Disposition of stocks and bonds acquired upon consolidation or merger.

A consolidated railroad company created by or existing under the laws of this state, or of this state and any other state, may take, hold, pledge, or otherwise dispose of, under such terms and agreements as the board of directors of such company prescribes, the stock and bonds of any other company acquired upon any consolidation or merger or received by virtue of any purchase, lease, or operating contract. Such company may maintain and operate a railroad purchased under authority of law, and lease or contract to operate a part or all of a railroad constructed or in the course of construction by another company of this state, of this state and another state, or of another state or states, if the railroad covered by such lease or operating contract is connected with a railroad owned, held, or operated under lease or trackage agreement by such consolidated railroad company, on such terms as the companies agreed upon. As used in sections 4967.13 to 4967.16 , inclusive, of the Revised Code, "consolidated railroad company" includes the surviving company in the case of a merger.

Cite as R.C. § 4967.13

Effective Date: 10-01-1953

4967.14 Consolidated company may issue stock in lieu of purchase money.

When a consolidated railroad company described in section 4967.13 of the Revised Code is in possession of or operating in connection with or extension of its own railroad, any other railroad in this state or any other state, under purchase, conveyance, lease, contract, or agreement, such company may take a surrender or transfer of the whole or a part of the capital stock of the company conveying, leasing, or owning such railroad, from one or more stockholders, and issue in exchange therefor the like additional amount of its own capital stock, at par or on such other terms as are agreed upon by the directors of the consolidated railroad company.

Cite as R.C. § 4967.14

Effective Date: 10-01-1953

4967.15 Property of company acquired by purchase vested in consolidated company.

When the whole of the capital stock referred to in section 4967.14 of the Revised Code is surrendered or transferred, and a certificate thereof filed in the office of the secretary of state, under the common seal of the consolidated railroad company to which such surrender or transfer was made, the estate, property, rights, privileges, and franchises of the company whose stock was so surrendered or transferred vests in and is held and enjoyed by such consolidated company as fully and entirely, without change or diminution, as they before were held and enjoyed and shall be managed and controlled by the board of directors of such consolidated company. The two companies thenceforth are consolidated and are one company, under the corporate name of such consolidated company, without any other formalities or proceedings.

Cite as R.C. § 4967.15

Effective Date: 10-01-1953

4967.16 Effect of consolidation.

Sections 4967.14 and 4967.15 of the Revised Code do not relieve a consolidated railroad company from paying the fee provided by section 111.16 of the Revised Code in case a corporation files a certificate for an increase of its capital stock. The rights of a stockholder not surrendering or transferring his stock are not affected, nor are existing liabilities or the rights of creditors of the company whose stock has been so surrendered or transferred affected, by sections 4967.14 to 4967.16, inclusive, of the Revised Code.

Cite as R.C. § 4967.16

Effective Date: 10-01-1953

4967.17 Principal office.

As soon as convenient after a consolidation of railroad companies resulting in the formation of a new company, the new company shall establish a principal office at some point in this state on the line of its railroad, but may change it at pleasure. Public notice of such establishment or change shall be given by publication in a newspaper of general circulation in the state, and by filing a written notice thereof with the secretary of state. This section and other laws respecting the residence of directors of corporations, the keeping of a principal or general office, and the records of corporations, do not apply to consolidated railroad companies created by or existing under the laws of this state and any other state. The election of directors of such consolidated companies may be held at the principal office of the company, whether located in this or any other state under the laws of which such company was created.

Cite as R.C. § 4967.17

Effective Date: 10-01-1953

4967.18 Taxation of property of railroad located in this state.

That part of the railroad of a consolidated or surviving railroad company located in this state, and all its real and personal property in this state, shall be listed for taxation and taxed in the same manner as the railroad and property of other railroad companies in this state. To ascertain the proportion of the rolling machinery subject to taxation here, the officer listing it shall ascertain the value of all the rolling machinery of the company, and return a sum bearing such proportion to the value of the whole, as the length of such railroad in this state bears to the length of the whole railroad.

Cite as R.C. § 4967.18

Effective Date: 10-01-1953

4967.19 Actions against new company.

Suits may be brought and maintained against the new company formed by a consolidation of railroad companies, or against the surviving company in the case of a merger, in the courts of this state for all causes of action, in the same manner as against other companies.

Cite as R.C. § 4967.19

Effective Date: 10-01-1953

4967.20 Proof of charters not required.

In any suit brought to charge a consolidated or surviving railroad company with a liability of any company party to the consolidation or merger, it is not necessary to produce or prove:

(A) The charters of such companies;

(B) The laws of the several states under and by virtue of which such consolidation or merger was effected;

(C) The original articles of consolidation or merger.

Cite as R.C. § 4967.20

Effective Date: 10-01-1953

4967.21 Two or more companies owning a road may divide and dispose of it.

When two or more railroad companies are owners in common of the whole or a part of a railroad located within this state, and by reason of inequality in the amount of business done on such railroad by each company require a different degree and extent of improvement and development, such companies may enter into any arrangement they agree upon for enlarging, improving, developing, or increasing the facilities of such railroad or any part thereof. Such companies may make such division of the railroad and appurtenances thereon and execute and deliver each to the other, or to any other railroad company having authority to purchase it, such deeds of conveyance for the whole or part of such railroad as is agreed upon between such companies. This section does not impair the lawful lien of any creditor upon the railroad as conveyed.

Cite as R.C. § 4967.21

Effective Date: 10-01-1953

4967.22 Proceedings when companies cannot agree on a division.

If the companies referred to in section 4967.21 of the Revised Code are unable to agree upon an equitable plan for improving and developing, or for the division and sale of, the railroad and appurtenances or part thereof so owned in common, either company may file with the public utilities commission a statement, under its seal, of the character and estimated cost of any addition or change in the nature of the roadbed, right of way, main tracks or sidetracks, bridges, culverts, buildings, structures, fixtures, or appurtenances, or any part thereof, of such railroad or part thereof, desired by such company, and of its inability to agree with the other joint owners in respect to making them. Upon receipt of such statement the commission, within thirty days of its filing, shall appoint a time when the owners of such railroad or part thereof may be heard respecting the reasonableness and necessity of such proposed additions or improvements, and give due notice in writing of the time and place of such hearing to each of the owners. The commission may make such order in respect to the reasonableness or necessity of the whole or any part of such additions or improvements, as well as the manner in which they are to be made, and the periods within which they shall be paid for, as is proper, and its decision in the matter is final.

Cite as R.C. § 4967.22

Effective Date: 10-01-1953

4967.23 Cost of improvements.

The cost of the additions or improvements referred to in section 4967.22 of the Revised Code, unless otherwise agreed between the joint owners, shall be paid by them in proportion to their ownership in the joint property, irrespective of the amount of traffic which each owner may then have passing over such railroad. If either owner fails or refuses to pay the share of cost due from it on the basis fixed in this section, or within the period fixed by such commission, suit may be entered and judgment taken against that party. Such judgment shall be a valid lien upon the interest in such railroad or part thereof owned jointly of such party in default, and may be sold at public sale as in other cases upon execution. A railroad company having authority to own or operate a railroad in this state, may purchase such interest at such sale, and enjoy and exercise in respect thereto, all the rights, privileges, and franchises which were exercised or enjoyed by the company owning it up to the time of sale. The compulsory power of enforcing additions or improvements provided for in this section and section 4967.22 of the Revised Code does not extend to local or terminal depot or shop grounds or facilities, the joint use of which is not needed by all the joint owners.

Cite as R.C. § 4967.23

Effective Date: 10-01-1953

4967.24 Partition not compulsory.

Sections 4967.21 to 4967.23 , inclusive, of the Revised Code, do not imply or confer a right or power of compulsory partition of the joint property against the will of either of the joint owners, but it may be sold upon execution as provided in such sections.

Cite as R.C. § 4967.24

Effective Date: 10-01-1953

4967.25 Company selling interest may purchase or condemn land along route.

If, pursuant to the agreement or to the proceedings provided for in sections 4967.21 to 4967.24 , inclusive, of the Revised Code, either railroad company sells or conveys, or suffers to be sold or conveyed, its interest in the railroad or part thereof so owned in common, such company may acquire by purchase or condemnation such land as it needs to construct, maintain, and operate a railroad along and adjacent to such part of its chartered route as was so sold or conveyed, and it shall have and enjoy all rights and franchises in respect to such newly acquired railroad as were held and enjoyed in respect to the railroad sold or conveyed.

Cite as R.C. § 4967.25

Effective Date: 10-01-1953

4967.26 Application in case of lease.

Sections 4967.21 to 4967.25 , inclusive, of the Revised Code, apply in case one or more railroad companies or owners in common has leased its interest in the portion of railroad owned in common, and the lessee of such interest may unite with the lessor in the agreement provided for in section 4967.21 of the Revised Code, or with such lessor and owner, be compelled to make or pay for the addition and improvements contemplated in such section.

Cite as R.C. § 4967.26

Effective Date: 10-01-1953