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FORM 10-K
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 27, 1996
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 1-896
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ALLEGHENY AND WESTERN RAILWAY COMPANY
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(Exact name of registrant as specified in its charter)
Pennsylvania 52-0790328
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
500 Water Street, Jacksonville, FL. 32202
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (904) 359-3100
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Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
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First Mortgage 4% Bonds due October 1, 1998 The New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes (X) No ( )
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. (X)
State the aggregate market value of the voting stock held by nonaffiliates of
the registrant. The aggregate market value of the voting stock at March 24,
1997, was $1,109,248, excluding the voting stock held by affiliates of the
registrant.
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Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of the latest practicable date. The registrant has 32,000
shares of common stock, par value $100, outstanding at March 24, 1997.
The following listed document has been incorporated herein by reference:
Form 10-K filed by CSX Transportation, Inc., on March 19, 1997 - Item 8 of
Part II.
PART I
Item 1. Business.
and
Item 2. Properties.
Allegheny and Western Railway Company (the "company") is a railroad
incorporated in the Commonwealth of Pennsylvania on January 22, 1898. It owns
a line of railroad 62 miles long which lies between Punxsutawney and Butler
Junction, Pennsylvania. Pursuant to leases dated October 1, 1898, and January
15, 1900, between the company and Buffalo, Rochester and Pittsburgh Railway
Company ("BR&P") the company leased its railroad to BR&P for the duration of
the company's corporate existence, at an annual rental equal to 4% on its
bonded debt and 6% on its common stock ($100 par value). The principal and
interest on the company's bonds are guaranteed by BR&P.
Under an agreement dated December 15, 1931, as amended, CSX
Transportation, Inc. ("CSXT"), as successor by merger to the Baltimore and
Ohio Railroad Company, operated the properties of BR&P, and incident thereto
also operated the properties of the company in the name and for the account of
CSXT without separation or segregation of the results of such operations.
Under such agreement CSXT agreed to pay all leased line rentals but did not
assume or guarantee payment of the principal on the bonds. In addition to the
rental paid by CSXT for the payment of the company's dividends and bond
interest, CSXT paid all the expenses of the company, including all taxes
assessed against it.
On July 18, 1988, CSXT, BR&P and Buffalo & Pittsburgh Railroad, Inc.
("B&P") entered into certain agreements collectively referred to as the
"Purchase and Sale Agreement" and closed in escrow. The B&P took possession
and control of operations of the line of railroad of BR&P on July 19, 1988.
The purchase and sale agreement provided that BR&P and CSXT shall assign,
transfer, and convey to B&P all their obligations and duties arising under the
lease agreements. On October 7, 1991, CSXT, BR&P and B&P executed an
Assignment and Assumption Agreement which concluded the escrow and B&P assumed
all of the terms and conditions of the Purchase and Sale Agreement with the
exception that CSXT would retain its right, title and interest in the 16,159
shares of common stock of the company, being all the stock of the company
owned by CSXT at that time. As of March 24, 1997, CSXT owned 16,210 shares of
common stock of the company, or 50.66%.
Since the interest and dividends on the company's bonds and common
stock are paid from moneys obtained from the lessee, reference is made to
CSXT's Form 10-K for the year ended December 27, 1996, a copy of which is
available from Patricia J. Aftoora, Vice President and Corporate Secretary of
CSXT, S/C J-160, 500 Water Street, Jacksonville, FL 32202.
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Item 3. Legal Proceedings.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
PART II
Item 5. Market for Registrant's Common Stock and Related Security Holder
Matters.
There is no market in which the common stock of the company is
traded. As of March 24, 1997, there were approximately 166 stockholders of
$100 par value capital stock. The terms of the lease agreement referred to in
Items 1 and 2, Business and Properties, provide a full and unconditional
guarantee of dividends on the company's capital stock at an annual dividend
rate of $6.00 per common share.
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Item 6. Selected Financial Data.
and
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Five year selected data:
1996 1995 1994 1993 1992
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Rental income $ 328,730 $ 328,730 $ 328,730 $ 326,290 $ 326,290
Interest on funded
debt 78,600 78,600 78,600 75,920 75,920
Federal income taxes 58,130 58,130 58,130 58,130 58,130
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Earnings for the
year $ 192,000 $ 192,000 $ 192,000 $ 192,240 $ 192,240
========== ========== ========== ========== ==========
Weighted average
number of common
shares (a) 32,000 32,000 32,000 32,040 32,040
========== ========== ========== ========== ==========
Earnings per
common share (a) $ 6.00 $ 6.00 $ 6.00 $ 6.00 $ 6.00
========== ========== ========== ========== ==========
Dividends per
common share (a) $ 6.00 $ 6.00 $ 6.00 $ 6.00 $ 6.00
========== ========== ========== ========== ==========
Total assets $6,834,324 $6,834,324 $6,834,324 $6,834,324 $6,834,324
========== ========== ========== ========== ==========
Long term debt $1,965,000 $1,965,000 $1,965,000 $1,965,000 $1,965,000
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(a) Calculations include shares held directly by CSXT.
Item 8. Financial Statements and Supplementary Data.
Due to the nature of CSXT's obligations under the lease agreement
referred to in Items 1 and 2, Business and Properties, financial statements
and notes thereto in response to this item are not included herein. In lieu
thereof, the financial statements and notes included in the Form 10-K filed on
behalf of CSXT on March 19, 1997, are incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants on the Accounting and
Financial Disclosures.
None.
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PART III
Item 10. Directors and Executive Officers of the Registrant:
The following sets forth certain information relating to the
company's directors and executive officers as of March 19, 1997. Directors
are elected annually and serve until the next annual meeting of stockholders
or until their successors are elected. Officers are elected annually at the
annual meeting of the Board and hold office until the next annual meeting of
the Board or until their successors are elected. There are no arrangements or
understandings between any director or executive officer and any other person
pursuant to which the director or officer was selected. There are no family
relationships among these officers and directors.
Name, Age, Present
Position with the Business Experience during last 5 Years,
Company Company Directorships in Public Corporations
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GERALD L. NICHOLS, 61 President of the company since 1995 and
President and Director Senior Vice President of the company prior
thereto. Mr. Nichols has served in various
executive capacities for certain CSXT affiliates
during the past five years and is currently
Executive Vice President and Chief Operating
Officer of CSXT.
P. MICHAEL GIFTOS, 50 Senior Vice President of the company since
Senior Vice President 1990. During the past five years, Mr. Giftos
has served as an executive officer of certain
CSXT affiliates and is currently Senior Vice
President-Law and General Counsel of CSXT.
CARL N. TAYLOR, 57 Senior Vice President of the company since
Senior Vice President since 1995. Mr. Taylor has been an officer of
certain CSXT affiliates during the past five
years and is currently Senior Vice President-
Transportation and Mechanical, and Chief
Transportation Officer of CSXT.
MICHAEL J. WARD, 46 Executive Vice President of the company since
Executive Vice President June 6, 1996. During the past five years,
and Director Mr. Ward has served as an officer of certain
CSXT affiliates and is currently Executive Vice
President-Finance and Chief Financial Officer
of CSXT.
PATRICIA J. AFTOORA, 57 Vice President of the company since 1990 and
Vice President, Corporate Secretary of the company prior
Corporate Secretary thereto. Mrs. Aftoora has served as an officer
and Director of certain CSXT affiliates during the past five
years and is currently Vice President and
Corporate Secretary of CSXT.
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Name, Age, Present
Position with the Business Experience during last 5 Years,
Company Company Directorships in Public Corporations
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C.J.O. WODEHOUSE, JR., 49 Vice President and Controller of the company
Vice President and since 1995. Mr. Wodehouse has served as an
Controller officer of CSX Corporation ("CSX") and
certain of its affiliates during the past
five years and is currently Vice President
and Controller of CSXT.
M. MAURICE LAZENBY, III, 53 Assistant Vice President and Treasurer of
Assistant Vice President the company since 1995. Mr. Lazenby has
and Treasurer served as an officer of certain CSXT
affiliates during the past five years and
is currently Assistant Vice President and
Treasurer of CSXT.
There have been no events under any bankruptcy act, no criminal
proceedings, orders, judgments, decrees or injunctions material to the
evaluation of the ability and integrity of any director or executive officer
during the past five years.
Item 11. Executive Compensation
All directors and officers of the company are also officers and
employees of CSXT, and serve without compensation from the company.
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Item 12. Security Ownership of Certain Beneficial Owners and Management
As of March 24, 1997, 50.66% of the voting securities of the company
(16,210 shares of $100 par value capital stock) were beneficially held by
CSXT, who, in turn, is beneficially owned by CSX Corporation (CSX), Richmond,
VA, through ownership of 100% of CSXT's outstanding voting securities.
As of March 24, 1997, all directors and officers of the company as a
group (7 persons) beneficially owned 1,253,920 shares of $1 par value common
stock of CSX, (including 422,077 shares exercisable under option within 60
days), representing less than 1% of the outstanding shares. The number of CSX
shares owned by each director as of March 24, 1997, is set forth below:
Number of
Number of shares of CSX
shares of CSX exercisable within
beneficially owned 60 days under stock
Name as of March 24, 1997 (1)(2) option plans
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P. J. Aftoora 29,637 42,417
G. L. Nichols 217,076 110,000
M. J. Ward 145,705 70,400
(1) Includes shares pledged to secure loans under the CSX Stock
Purchase and Loan Plan, which shares were acquired under that
plan.
(2) Includes shares held in trust under certain deferred compensation
plans.
Item 13. Certain Relationships and Related Transactions.
None.
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PART IV
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K.
(a) 1. Financial Statements.
Refer to response to Item 8 on page 4.
2. Financial Statement Schedules
Refer to response to Item 8 on page 4.
3. Exhibits
(3.1) Articles of Incorporation incorporated herein by
reference to Registrant's Form 12 Application for
Registration, filed on May 13, 1935.
(3.2) By-laws of the company restated as of May 10, 1996.
(10.1) Indenture dated October 1, 1898, between the
Registrant and Buffalo, Rochester and Pittsburgh
Railway Company.
(10.2) Contract dated January 15, 1900, supplementing the
original Indenture of October 1, 1898.
(10.3) Agreement dated December 15, 1931, between CSX
Transportation, Inc. (successor by merger to The
Baltimore and Ohio Railroad Company) and Buffalo,
Rochester and Pittsburgh Railway Company.
(10.4) Agreement dated January 1, 1940, modifying the
Agreement dated December 15, 1931.
(10.5) Agreement dated December 29, 1943, amending and
modifying the Agreements of December 15, 1931, and
January 1, 1940.
(23) Consent of Independent Auditors (See page I-1).
(b) Reports on Form 8-K
No reports on Form 8-K were filed for the
year ended December 27, 1996.
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Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, on the 27th day
of March, 1997.
ALLEGHENY AND WESTERN RAILWAY COMPANY
/s/ JAMES L. ROSS
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James L. Ross
(Principal Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
/s/Gerald L. Nichols President and Director
- ------------------------ (Principal Executive Officer)
Gerald L. Nichols*
/s/Michael J. Ward Executive Vice President and Director
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Michael J. Ward*
/s/Patricia J. Aftoora Vice President, Corporate Secretary
- ------------------------ and Director
Patricia J. Aftoora*
/s/ Patricia J. Aftoora
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Patricia J. Aftoora March 27, 1997
*(Attorney-in-Fact)
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