PAGE 1
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 year ended December 31, 1994
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
------------------- -----------------
Commission file number 1-896
-----
ALLEGHENY AND WESTERN RAILWAY COMPANY
------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 52-0790328
------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
500 Water Street, Jacksonville, FL. 32202
--------------------------------------- --------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (904) 359-3100
--------------------
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
------------------------------- --------------------------
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 10,
1995, was $959,911, 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 10, 1995.
The following listed document has been incorporated herein by reference:
Form 10-K filed by CSX Transportation, Inc., on March 10, 1995 - Item 8 of
Part II.
- 1 -
PAGE 2
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 16,199 shares of common stock
of the Company, or 50.62%.
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 30, 1994, 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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PAGE 3
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 10, 1995, there were approximately 183 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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PAGE 4
Item 6. Selected Financial Data.
and
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Five year selected data:
1994 1993 1992 1991 1990
---------- ---------- ---------- ---------- ----------
Rental income $ 328,730 $ 326,290 $ 326,290 $ 326,310 $ 326,330
Interest on funded
debt 78,600 75,920 75,920 75,940 75,960
Federal income taxes 58,130 58,130 58,130 58,130 58,130
---------- ---------- ---------- ---------- ----------
Earnings for the
year $ 192,000 $ 192,240 $ 192,240 $ 192,240 $ 192,240
========== ========== ========== ========== ==========
Weighted average
number of common
shares (a) 32,000 32,040 32,040 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
========== ========== ========== ========== ==========
(a) Calculations include shares held directly by CSXT.
Certain prior-year data have been recalculated to conform to the 1994
presentation.
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 10, 1995, are incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants on the Accounting and
Financial Disclosures.
None.
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PAGE 5
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 10, 1995. 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
------------------ --------------------------------------------
GERALD L. NICHOLS, 59 President of the Company since March 1, 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.
PAUL R. GOODWIN, 52 Executive Vice President of the Company since
Executive Vice President 1990. During the past five years, Mr. Goodwin
and Director has served as an officer of certain CSXT
affiliates and is currently Executive Vice
President-Finance and Administration of CSXT.
P. MICHAEL GIFTOS, 48 Senior Vice President of the Company since
Senior Vice President 1990. During the past five years, Mr. Giftos
and Director 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.
PATRICIA J. AFTOORA, 55 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 CSX and certain CSX affiliates during the
the past five years and is currently Vice
President and Corporate Secretary of CSXT.
WILLIAM H. COSGROVE, 41 Vice President and Controller of the
Vice President and Company since June 1994. Mr. Cosgrove has
Controller been an officer of certain CSXT affiliates
during the past five years and is currently
Chief Commercial Officer of the C&O Business
Unit of CSXT.
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PAGE 6
Name, Age, Present
Position with the Business Experience during last 5 Years,
Company Company Directorships in Public Corporations
------------------ -------------------------------------------
THOMAS P. SCHMIDT, 47 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-
Service Design of CSXT.
ALBERT B. AFTOORA, 55 Assistant Vice President and Treasurer of
Assistant Vice President the Company since 1990. Mr. Aftoora 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.
CARL N. TAYLOR, 55 Mr. Taylor has served as an executive
Director officer of certain CSXT affiliates during
the past five years and is currently Senior
Vice President-Engineering and Mechanical
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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PAGE 7
Item 12. Security Ownership of Certain Beneficial Owners and Management
As of March 10, 1995, 50.62% of the voting securities of the Company
(16,199 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 10, 1995, all directors and officers of the Company as a
group (8 persons) beneficially owned 448,911 shares of $1 par value common
stock of CSX, (including 184,234 shares exercisable under option within 60
days), representing 0.41% of the outstanding shares. The number of CSX shares
owned by each director as of March 10, 1995, 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 10, 1995 (1)(2) option plans
---- --------------------------- -------------------
P. J. Aftoora 11,350 15,384
P. M. Giftos 28,084 21,998
P. R. Goodwin 67,251 58,404
G. L. Nichols 70,282 21,367
C. N. Taylor 35,490 35,877
(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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PAGE 8
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 as amended to January 1, 1994.
(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, 1994.
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PAGE 9
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, 1995.
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/Gerald L. Nichols President and Director
------------------------ (Principal Executive Officer)
Gerald L. Nichols*
/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/Patricia J. Aftoora Vice President, Corporate Secretary
------------------------ and Director
Patricia J. Aftoora*
/s/William H. Cosgrove Vice President and Controller
------------------------
William H. Cosgrove*
/s/Carl N. Taylor Director
------------------------
Carl N. Taylor*
/s/ Patricia J. Aftoora
------------------------
Patricia J. Aftoora March 30, 1995
*(Attorney-in-Fact)
- 9 -
PAGE 1
Exhibit 3
BY-LAWS
OF
ALLEGHENY AND WESTERN RAILWAY COMPANY
(Revised as of January 1, 1994)
ARTICLE I
Meetings of Stockholders
Section 1.1 The annual meeting of the stockholders shall be
held at the office of the Company in Cleveland, Ohio, on the fourth Thursday in
May, at eleven o'clock a.m. in every year, or at such other time and date and at
such other place in the United States of America as may be designated by the
Board of Directors. The holders of at least one-third of the outstanding shares
of capital stock, in person or by proxy, shall constitute a quorum. Such
meeting may adjourn from time to time for such period as the meeting may
determine, until its business is completed. The time and place to which such an
adjournment is taken shall be publicly announced at the meeting, and no further
notice thereof shall be necessary.
Section 1.2 (a) A special meeting of the stockholders may be
called and held at any time and place in the United States of America, by order
of the President or the Board of Directors, and shall be called whenever any
number of stockholders owning not less than one-fifth part of the capital stock
of the Company shall in writing make application therefor to the President,
stating the object of such meeting.
(b) Written notice of the time and place for holding
any such meeting, and of the business (the statement of which shall be brief and
concise) to be transacted, shall be given not less than five days nor more than
forty days prior to the meeting date, by depositing the same in the United
States Mail, postage prepaid, addressed to each stockholder at the address shown
in the register of stockholders.
(c) The holders of at least one-third of the
outstanding shares of capital stock, present in person or by proxy, shall
constitute a quorum at any special meeting. In the absence of a quorum in
attendance at the time and place of any special meeting, the presiding officer
may adjourn the meeting, without further notice than by announcement at the
meeting, to reconvene at the place, on the day and at the time specified in such
announcement.
(d) Any special meeting at which a quorum is present
may adjourn from time to time for such period as the meeting may determine,
until its business is completed. The time and place to which such an
adjournment is taken shall be publicly announced at the meeting, and no further
notice thereof shall be necessary.
- 1 -
PAGE 2
(e) The business of each special meeting shall be
confined to the objects stated in the notice thereof.
Section 1.3 The President, or in his absence the Vice
President senior in office and present at the meeting, shall preside at each
meeting of the stockholders. In the absence of such officers at any meeting,
the Directors present may appoint one of their number to preside; and if, for
any reason, the Directors should fail to make such appointment, then any
stockholder, or the proxy of any stockholder, may call the meeting to order, and
the first order of business shall be the election of a presiding officer. The
Secretary shall act as secretary of the meeting; provided that, in case of his
absence or inability to serve, the presiding officer shall appoint as secretary
any Assistant Secretary or any stockholder or the proxy of any stockholder
present at the meeting.
Section 1.4 The Tellers, in the event they shall have been
appointed, shall open and close the polls, receive and take in charge all
proxies and ballots, and decide by majority vote, all questions touching upon
the qualifications of voters and the validity of proxies and the acceptance or
rejection of votes. At the annual meeting, the Tellers, in the event they shall
have been appointed, shall act as judges of election. In the event that no
appointment of Tellers shall have been made as provided in Section 2.1 (b)
hereof, or if for any reason any one or more of the Tellers so appointed shall
fail to attend or refuse or be unable to serve, then the Tellers, or so many as
may be necessary to take the place of any so failing to attend or refusing or
being unable to serve, may be appointed by the presiding officer at the meeting.
Section 1.5 Any action which may be taken at a meeting of the
stockholders may be taken without a meeting, if a consent or consents in
writing, setting forth the action so taken, shall be signed by all of the
stockholders who would be entitled to vote at a meeting for such purpose and
shall be filed with the Secretary.
ARTICLE II
Board of Directors
Section 2.1 (a) The affairs of the Company shall be managed by a
Board of five Directors (hereinafter referred to as the Board of Directors, or
the Board), who shall be elected by the stockholders at their annual meeting.
(b) Prior to each meeting of the stockholders the
Directors may appoint three persons, who shall not be directors or officers of
the Company or candidates for office, to serve as Tellers at such meeting.
Section 2.2 A Director shall continue in office until the
next election of Directors. Should any Director die, resign or become
disqualified prior to the expiration of his term, the Board, by affirmative vote
of a majority of the remaining members thereof, shall appoint a successor to
serve until the next election of Directors.
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PAGE 3
Section 2.3 (a) The annual meeting of the Board shall be held as
soon a conveniently possible after the annual meeting of stockholders. Regular
meetings shall be held at such times and places as may be called by the
President.
(b) A special meeting of the Board at any time and
place may be called by order of the President, and shall be called at the
request of any two Directors. Reasonable notice of all meetings shall be given
to each Director.
(c) A majority of the whole number of the Board shall
constitute a quorum for the transaction of business.
(d) The President, or, in his absence, any Director
selected for the purpose by the Board shall preside at each meeting of the
Board.
Section 2.4 (a) The Board may, by resolution adopted by a
majority of the Board, designate one or more committees, each committee to
consist of two or more of the Directors of the Company. Any such committee, to
the extent provided in such resolution, shall have and exercise the authority of
the Board in the management of the business and the affairs of the Company.
(b) Any action which may be taken at a meeting of the
Board or the members of any committee may be taken without a meeting, if a
consent or consents in writing setting forth the action so taken shall be signed
by all of the Directors or the members of the committee, as the case may be, and
shall be filed with the Secretary.
Section 2.5 At its annual meeting the Board shall elect a
President, one or more Vice Presidents, a Secretary, a Treasurer, a Comptroller,
and one or more General Counsel. The Board may also elect one or more Assistant
Secretaries and one or more Assistant Treasurers, and such other officers as it
may deem desirable, to hold office until the next annual meeting of the Board.
A Vice President may hold at the same time the office of Secretary, Treasurer,
Comptroller or General Counsel.
ARTICLE III
Officers and Agents
Section 3.1 (a) The President shall be the chief executive
officer of the Company; he shall have and exercise general and active management
of the business of the Company, and shall see that all orders and resolutions of
the Board are carried into effect. He may sign and execute all written
instruments, negotiable or otherwise, in the name of the Company, and may affix
or cause to be affixed the corporate seal of the Company to such thereof as may
require sealing.
- 3 -
PAGE 4
(b) In the case of any vacancy in, or the absence or
incapacity of the duly elected or appointed holder of, the office of Vice
President, Secretary, Treasurer, Comptroller, General Counsel, Assistant
Secretary or Assistant Treasurer, the President may make an appointment, pro
tem, to assure performance of the function of such office; but such appointment
shall terminate unless confirmed by the Board at its next ensuing meeting.
(c) The President may appoint, or authorize the
appointment of, such additional officers, agents and employees as he shall deem
necessary for the proper management of the business and property of the Company.
Section 3.2 Each Vice President shall have such powers, and
shall perform such duties, as may be assigned to him by the Board, or the
President. Each Vice President may sign and execute all written instruments,
negotiable or otherwise, in the name of the Company, and may affix or cause to
be affixed the corporate seal of the Company to such thereof as may require
sealing.
Section 3.3 (a) The Secretary shall attend all meetings of the
Board, all meetings of the stockholders and record all votes and the minutes of
all proceedings in appropriate books which he shall keep for that purpose. He
shall perform such other duties as may be prescribed by the Board.
(b) An Assistant Secretary may perform any of the
functions of the Secretary when called upon to do so.
Section 3.4 (a) The Treasurer shall have the custody of the
funds, securities and other valuable effects of the Company and shall keep full
and accurate accounts of receipts and disbursements in books belonging to the
Company and shall deposit all monies in the name and to the credit of the
Company in authorized depositories. He shall disburse the funds of the Company
as may be duly authorized, taking proper vouchers for such disbursements, and
shall render such reports as may be required of him.
(b) An Assistant Treasurer may perform any of the
functions of the Treasurer when called upon to do so.
Section 3.5 The Comptroller shall have immediate charge of
accounting. The general books and accounts of the corporation shall be kept
under his supervision, and he shall prescribe, enforce and maintain the system
of accounts, and render such reports as may be required of him. He shall
perform such other duties as may be prescribed by the Board.
Section 3.6 The General Counsel shall be the chief consulting
officer of the Company in all legal matters, and shall have general control of
all matters of legal import concerning the Company.
Section 3.7 The compensation of officers elected by the Board
may be fixed by the Board. The compensation of all other officers and employees
may be fixed by action of the President.
- 4 -
PAGE 5
Section 3.8 Any officer or employee shall be subject to
removal at any time by affirmative vote of a majority of the whole Board; and
any officer, agent or employee not elected or appointed by the Board shall be
subject to removal by the officer appointing him.
ARTICLE IV
Regulations Relating to the Issue and Cancellation of Stock Certificates
Section 4.1 The Board shall provide for the issue, transfer
and registration of the capital stock of the Company, and may appoint the
necessary officers, transfer against and registrars or transfers for that
purpose.
Section 4.2 Until otherwise provided by the Board, stock
certificates shall be signed by the President or a Vice President, and by the
Secretary or an Assistant Secretary, and in the absence of any one of the
aforesaid officers, or in any other emergency that may arise, the certificates
may be signed for the aforesaid officers by such person or persons as the
President may designate with the approval of the Board; provided, however, that
the signatures of the President and the Secretary on any such certificate may be
facsimile. In case any officer or officers of the Company who shall have
signed, or whose facsimile signature or signatures shall have been used on, any
such certificate, shall have ceased to be such officer or officers, whether
because of death, resignation or otherwise, before such certificate shall have
been delivered by the Company, such certificate may nevertheless be adopted by
the Company and be issued and delivered as though the person or persons who
signed such certificate, or whose facsimile signature or signatures shall have
been used thereon, had not ceased to be such officer or officers, and such
issuance and delivery shall, ipso facto, constitute such adoption. Subject to
the provisions of Section 4.5 hereof, no new certificate shall be issued to a
transferee except upon surrender and cancellation of the old certificate.
Section 4.3 The stock transfer books may or may not be closed
for the payment of dividends in the discretion of the Board. In case the stock
transfer books are not closed, then the parties in whose names respectively the
stock stands upon the transfer books of the Company on a record date to be fixed
by the Board shall be entitled to receive dividends.
Section 4.4 A register of stockholders, with their addresses,
as furnished to the Company, shall be kept by the Secretary, and all questions
respecting the right to vote, receive dividends, or other matters depending upon
the ownership of the stock, so far as the same may affect the Company, shall be
determined by the stock books of the Company as they stand at the time.
Section 4.5 In the case of the loss or destruction of a stock
certificate previously issued and outstanding, a new certificate of the same
tenor as the one so lost or destroyed may be issued to the owner thereof after
he shall have furnished the Company an affidavit, satisfactory in form and
substance to the proper officers of the Company, as to his ownership of the
stock represented by the lost or destroyed certificate and setting forth
- 5 -
PAGE 6
the facts relied upon to prove such lost or destruction; provided, however, that
such new certificate shall not be issued until after the lapse of such time as
the proper officers of the Company shall deem reasonable and until the Company
shall have been furnished with bond of indemnity, with acceptable corporate
surety, against all loss, cost and damages which may arise from the issuance of
such new certificate, such bond to be in form approved by counsel for the
Company, and in such amount as may be required by the proper officers of the
Company, not less, however, than the aggregate par value of the shares
represented by the lost or destroyed certificate.
ARTICLE V
Seal
Section 5.1 The common corporate seal is, and until otherwise
authorized by the Board shall be, an impression upon paper or wax, or a suitably
imprinted or engraved facsimile of such impression, bearing the name of the
Company.
ARTICLE VI
Fiscal Year
Section 6.1 The fiscal year of the Company shall begin
immediately after midnight on the last Friday in December and shall end at
midnight on the last Friday of December of each calendar year.
ARTICLE VII
Amendments
Section 7.1 Any by-law may be altered, amended, or repealed
at any meeting of the Board by a majority of the Directors present.
- 6 -
PAGE 1
Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
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
27, 1995, with respect to the consolidated financial statements of CSX
Transportation, Inc. included in its Annual Report (Form 10-K) for the year
ended December 30, 1994, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
---------------------
Ernst & Young LLP
Richmond, Virginia
March 23, 1995
- I-1 -
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