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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1993
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 ( )
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 18,
1994, was $804,385, excluding the voting stock held by affiliates of the
registrant.
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 18, 1994.
The following listed document has been incorporated herein by reference:
Form 10-K filed by CSX Transportation, Inc., on March 11, 1994 - Item 8 of
Part II.
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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, 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. CSXT currently owns 16,189 shares of common stock
of the Company, or 50.63%.
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 fiscal year ended December 31, 1993, 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.
Item 3. Legal Proceedings.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
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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 18, 1994, there were approximately 194 stockholders of
$100 par value capital stock.
Dividends on the Company's capital stock are guaranteed under the
terms of the lease agreement referred to in Items 1 and 2, Business and
Properties.
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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:
1993 1992 1991 1990 1989
---------- ---------- ---------- ---------- ----------
Rental income $ 229,096 $ 229,096 $ 229,116 $ 229,136 $ 229,136
Interest on funded
debt 75,920 75,920 75,940 75,960 75,960
Federal income taxes 58,130 58,130 58,130 58,130 58,130
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Earnings for the
year $ 95,046 $ 95,046 $ 95,046 $ 95,046 $ 95,046
========== ========== ========= ========= ==========
Weighted average
number of common
shares (a) 15,841 15,841 15,841 15,841 15,841
========== ========== ========== ========== ==========
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
========== ========== ========== ========== ==========
(a) Calculations exclude the 16,189 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 11, 1994, 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 18, 1994. 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. Patricia J. Aftoora
and Albert B. Aftoora are married. There are no other 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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JERRY R. DAVIS, 55 President of the Company since March 1990.
President and Director From July 1989 to July 1991, Mr. Davis served as
President-CSX Rail Transport of CSXT; from July
1991 to January 1992, he was Executive Vice
President-Operations and from January 1992 to
present he serves as Executive Vice President
and Chief Operating Officer of CSXT. From 1986
to 1989, Mr. Davis served as Executive Vice
President of Operations of Union Pacific
Railroad.
P. MICHAEL GIFTOS, 47 Senior Vice President of the Company since
Senior Vice President October 1990. During the past five years, Mr.
and Director Giftos has served as an executive officer of CSX
Corporation ("CSX") and certain CSX affiliates
and is currently Senior Vice President and
General Counsel of CSXT.
PAUL R. GOODWIN, 51 Executive Vice President of the Company since
Executive Vice President March 1990. During the past five years, Mr.
and Director Goodwin has served as an officer of certain CSXT
affiliates and is currently Senior Vice
President-Finance of CSXT.
GERALD L. NICHOLS, 58 Senior Vice President of the Company since June
Senior Vice President 1985. Mr. Nichols has served in various
and Director executive capacities for certain CSXT affiliates
during the past five years and is currently
Senior Vice President - Administration of CSXT.
PATRICIA J. AFTOORA, 54 Vice President of the Company since March 1990
Vice President, and Corporate Secretary of the Company since
Corporate Secretary December 1980. Mrs. Aftoora has served as an
and Director officer of CSX and certain CSX 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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EARL J. CURRIE, 54 Vice President of the Company since June,
Vice President 1992. From 1989 to January 1, 1992, Mr.
Currie served as Vice President -
Engineering of CSXT and from January 1, 1992
to the present, he serves as Vice President
and Chief Transportation Officer of CSXT.
From prior to 1989, Mr. Currie was Executive
Vice President - Operations of the Soo Line
Railroad.
FREDERICK J. FAVORITE, JR., 40 Vice President of the Company since October
Vice President 1990. During the past five years, Mr.
Favorite has served as an officer of certain
CSXT affiliates and is currently Vice
President and Controller of CSXT.
THOMAS P. SCHMIDT, 46 Vice President of the Company since June,
Vice President 1992. Mr. Schmidt has served as an officer
of certain CSXT affiliates during the past
five years and is currently Vice President -
Engineering of CSXT.
ALBERT B. AFTOORA, 54 Assistant Vice President and Treasurer of
Assistant Vice President the Company since October 1990 and Treasurer
and Treasurer prior thereto. Mr. Aftoora has 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.
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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.
Item 12. Security Ownership of Certain Beneficial Owners and Management
As of March 18, 1994, 50.63% of the voting securities of the Company
(16,189 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 14, 1994, all directors and officers of the Company as a
group (9 persons) beneficially owned 455,089 shares of $1 par value common
stock of CSX, (including 178,751 shares exercisable under option within 60
days), representing 0.43% of the outstanding shares. The number of CSX shares
owned by each director as of March 14, 1994, 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 14, 1994 (1)(2) option plans
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P. J. Aftoora 9,894 15,522
J. R. Davis 53,455 16,600
P. M. Giftos 22,340 21,988
P. R. Goodwin 58,403 58,404
G. L. Nichols 61,374 21,367
(1) Includes shares pledged to secure loans under the CSX 1991 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 incorporated herein by
reference to Registrant's Form 10-K Report for the
year ended December 31, 1984, filed on March 26, 1985.
(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
three-month period ended December 31, 1993.
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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 30th day
of March, 1994.
ALLEGHENY AND WESTERN RAILWAY COMPANY
/s/ PATRICIA J. AFTOORA
--------------------------------------
Patricia J. Aftoora,
Vice President and Corporate Secretary
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/Jerry R. Davis President and Director
- ------------------------ (Principal Executive Officer)
Jerry R. Davis*
/s/Paul R. Goodwin Senior Vice President and Director
- ------------------------ (Principal Finance Officer)
Paul R. Goodwin*
/s/P. Michael Giftos Senior Vice President, General Counsel
- ------------------------ and Director
P. Michael Giftos*
/s/Gerald L. Nichols Senior Vice President
- ------------------------ and Director
Gerald L. Nichols*
/s/Patricia J. Aftoora Vice President, Corporate Secretary
- ------------------------ and Director
Patricia J. Aftoora*
/s/Frederick J. Favorite, Jr. Vice President and Controller
- -----------------------------
Frederick J. Favorite, Jr.*
/s/ Patricia J. Aftoora
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Patricia J. Aftoora March 30, 1994
*(Attorney-in-Fact)
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Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
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We consent to the incorporation by reference in this Annual Report on
Form 10-K of Allegheny and Western Railway Company of our report dated January
28, 1994, with respect to the consolidated financial statements of CSX
Transportation, Inc. included in its Annual Report (Form 10-K) for the year
ended December 31, 1993, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG
Richmond, Virginia ------------------------
March 24, 1994 Ernst & Young
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