As filed with the Securities and Exchange Commission on June 28, 1996
Registration No. 333-03825
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
__________
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________
Illinois Central Railroad Company
(Exact name of registrant as specified in its charter)
Delaware 4011 36-2728842
(State or other jurisdiction of (Primary Standard (I.R.S. Employer
incorporation or organization) Industrial Code Number) Identification No.)
455 North Cityfront Plaza Drive
Chicago, Illinois 60611-5504
(312) 755-7500
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Ronald A. Lane
Vice President and General Counsel and Secretary
Illinois Central Railroad Company
455 North Cityfront Plaza Drive
Chicago, Illinois 60611-5504
(312) 755-7500
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
__________
Copy to:
John J. McCarthy, Jr. John B. Tehan
Davis Polk & Wardwell Simpson Thacher & Bartlett
450 Lexington Avenue 425 Lexington Avenue
New York, New York 10017 New York, New York 10017
__________
Approximate date of commencement of proposed sale to public: From time to time
after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
The registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
PROSPECTUS
Illinois Central Railroad Company
Debt Securities
Illinois Central Railroad Company (the "Company" or the "Railroad"),
a Delaware corporation, from time to time may offer its debt securities (the
"Securities"), in one or more series, up to an aggregate principal face amount
of $200,000,000 (or such greater amount, if Securities are issued at an
original issue discount, as shall result in aggregate gross proceeds to the
Company of $200,000,000). The Securities will be unsecured obligations of the
Company, and will be senior Securities (the "Senior Securities"), ranking pari
passu with all existing and future unsecured and unsubordinated indebtedness
of the Company for borrowed money and senior to all future subordinated
indebtedness of the Company, or subordinated Securities (the "Subordinated
Securities"), subordinated as described herein under "Description of the
Securities -- Subordination of Subordinated Securities."
When the Securities of a particular series are offered, a supplement
to this Prospectus will be delivered (the "Prospectus Supplement"), together
with this Prospectus, setting forth the terms of the Securities, including,
where applicable, the specific designation, aggregate principal amount,
denominations, currency of payments, maturity, rate (which may be fixed or
variable) and time of payment of interest, any terms for redemption at the
option of the Company or the holder, any terms for sinking fund payments, the
initial public offering price, the names of, and the principal amounts to be
purchased by, underwriters and the compensation of such underwriters, any
listing of the Securities on a securities exchange and the other terms in
connection with the offering and sale of such Securities. Securities will be
Senior Securities unless the applicable Prospectus Supplement indicates that
they are Subordinated Securities.
The Company may sell the Securities to or through underwriters, and
also may sell the Securities directly to other purchasers or through agents or
dealers. See "Plan of Distribution." Such underwriters, agents or dealers
may include Lehman Brothers, Lehman Brothers Inc., Smith Barney Inc., BA
Securities, Inc., Chase Securities Inc., Deutsche Morgan Grenfell, Merrill
Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan
Stanley & Co. Incorporated or a group of underwriters, agents or dealers
represented by firms including Lehman Brothers, Lehman Brothers Inc., Smith
Barney Inc., BA Securities, Inc., Chase Securities Inc., Deutsche Morgan
Grenfell, Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Morgan Stanley & Co. Incorporated.
__________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
June __, 1996
IN CONNECTION WITH THE OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE
SECURITIES AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
No dealer, salesman or any other person has been authorized to give
any information or to make any representations, other than those contained in
this Prospectus or any Prospectus Supplement, in connection with the offering
contained herein or therein, and, if given or made, such information or
representations must not be relied upon as having been authorized by the
Company or any underwriter or agent. This Prospectus and any Prospectus
Supplement do not constitute an offer to sell, or a solicitation of an offer
to buy, any securities other than the registered securities to which it
relates or any of such securities in any jurisdiction to any person to whom it
is unlawful to make such offer or solicitation. Neither the delivery of this
Prospectus or any Prospectus Supplement nor any sale made hereunder and
thereunder shall, under any circumstances, create an implication that there
has been no change in the information herein or therein set forth since the
date hereof or thereof or that such information is correct as of any time
subsequent to its date.
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission
(the "Commission") a Registration Statement on Form S-3 (which term shall
include all amendments, exhibits and schedules thereto) under the Securities
Act of 1933, as amended (the "Securities Act"), with respect to the
Securities. This Prospectus does not contain all the information set forth in
the Registration Statement, certain parts of which are omitted in accordance
with the rules and regulations of the Commission, and to which reference is
hereby made. Statements made in this Prospectus as to the contents of any
document referred to are not necessarily complete. With respect to each such
document filed as an exhibit to the Registration Statement, reference is made
to the exhibit for a more complete description of the matter involved, and
each such statement shall be deemed qualified in its entirety by such
reference. The Registration Statement may be inspected, without charge, at the
public reference facilities maintained by the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of
such material can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C 20549 at prescribed
rates.
The Company is subject to the reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith is required to file annual and quarterly reports and
other information with the Commission. Reports and other information filed by
the Company can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549 or at the Commission's regional offices located at 7 World Trade
Center, Suite 1300, New York, New York 10048; and Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material
may be obtained at prescribed rates from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. Such
reports and other information can also be inspected at the offices of the New
York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.
The Commission maintains a Web site that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission. The Company files electronically with the
Commission. The address of that Web site is http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended December
31, 1995 (File No. 1-7092), Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996 (File No. 1-7092) and Current Report on Form 8-K dated
May 15, 1996 (File No. 1-7092) are incorporated by reference and made a part
of this Prospectus.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of this offering shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from
the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein or contained in
this Prospectus shall be deemed to be supplemented, modified or superseded for
purposes of this Prospectus to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein supplements, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed
to constitute a part of this Prospectus.
The Company undertakes to provide without charge to each person to
whom this Prospectus is delivered, on written or oral request of such person,
a copy (without exhibits) of any and all documents incorporated herein by
reference. Requests for such copies should be directed to Illinois Central
Railroad Company, 455 North Cityfront Plaza Drive, Chicago, Illinois
60611-5504, Attention: Corporate Relations, telephone number (312) 755-7500.
THE COMPANY
Illinois Central Railroad Company and subsidiaries (the "Company" or
the "Railroad"), traces its origin to 1851, when the Railroad was incorporated
as the nation's first land grant railroad. Today, the Railroad operates 2,700
miles of main line track between Chicago and the Gulf of Mexico, primarily
carrying chemicals, coal and paper north, with coal, grain and milled grain
products moving south along its lines. The Railroad is a wholly-owned
subsidiary and a principal asset of Illinois Central Corporation ("IC"). The
principal executive office of the Railroad is located at 455 North Cityfront
Plaza Drive, Chicago, Illinois 60611-5504 and its telephone number is (312)
755-7500.
USE OF PROCEEDS
Unless otherwise indicated in an applicable Prospectus Supplement,
the Company intends to use the net proceeds from the sale of the Securities
for general corporate purposes, such as, the retirement of outstanding
indebtedness, including commercial paper, and funding the expansion of the
Company's intermodal terminal in Chicago (approximately $20 million). At May
31, 1996, the total indebtedness of the Company was $399.2 million.
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges for each of the years in the
five-year period ended December 31, 1995 and the ratio of earnings to fixed
charges for the three months ended March 31, 1996 and March 31, 1995 are as
follows:
<TABLE>
<CAPTION>
Three Months
Ended March 31, Years Ended December 31,
-------------------------- -----------------------------------------------------
1996 1995 1995 1994 1993 1992 1991
---------- ------------ ---------- ------ ------ ------ ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of earnings
to fixed charges 5.70 6.23 5.68 4.75 3.96 2.81 2.26
</TABLE>
For purposes of these computations, earnings before fixed charges consist of
income before income taxes, extraordinary item and cumulative effect of
accounting changes plus fixed charges less capitalized interest. Fixed
charges consist of interest on indebtedness including the amortization of debt
issuance costs, capitalized interest and the portion of non-capitalized lease
expense representative of interest.
DESCRIPTION OF THE SECURITIES
As of May 31, 1996, the Company's indebtedness was approximately
$399.2 million. The Senior Securities offered hereby will be issued under
the Indenture dated as of May , 1996 (the "Senior Indenture") between the
Company and The Chase Manhattan Bank, N.A., as Trustee (the "Senior
Trustee"). The Subordinated Securities offered hereby will be issued under
the Indenture dated as of May , 1996 (the "Subordinated Indenture" and,
together with the Senior Indenture, the "Indentures") between the Company
and The Chase Manhattan Bank, N.A., as Trustee (the "Subordinated Trustee"
and, together with the Senior Trustee, or either the Subordinated Trustee
or the Senior Trustee, as the context implies, the "Trustee"). The
statements herein relating to the Securities and the Indentures are
summaries and are subject to the detailed provisions of the Indentures. A
copy of the form of each Indenture is filed as an exhibit to the
Registration Statement of which this Prospectus is a part and is available
as described under "Available Information." The following summaries of
certain provisions of the Indentures do not purport to be complete and are
subject to, and are qualified in their entirety by reference to, all the
provisions of the Indentures, including the definitions therein of certain
capitalized terms used in this Prospectus. Whenever particular Sections or
defined terms of the Indentures are referred to herein, such Sections or
defined terms are incorporated herein by reference.
General
Each Indenture provides for issuance of debentures, notes or other
evidences of indebtedness by the Company ("Securities") in one or more series
in an unlimited amount from time to time. The Securities may be issued in
registered form ("Registered Securities") without coupons or in unregistered
form ("Unregistered Securities") with or without coupons and in either case in
global form.
Registered Securities may be presented for registration of transfer
or exchange at the office or agency of the Company in New York, New York.
Subject to the limitations provided in the applicable Indenture, such services
will be provided without charge, other than any tax or other governmental
charge payable in connection therewith. Unregistered Securities transfer by
delivery (Section 2.7).
The Securities will be unsecured obligations of the Company. The
Senior Securities will rank pari passu with all existing and future unsecured
and unsubordinated indebtedness of the Company. The Subordinated Securities
will be subordinated as hereinafter described under "Subordination of
Subordinated Securities." Neither Indenture limits the incurrence or issuance
of other unsecured debt of the Company. The terms of the Senior Indenture
(but not the Subordinated Indenture) do restrict, however, the ability of the
Company to grant liens on its assets and the assets of Subsidiaries as more
fully described below under "Limitation on Liens." It is anticipated that the
Securities will not be listed on any securities exchange.
Unless otherwise indicated in the applicable Prospectus Supplement,
Securities will be Senior Securities. Reference is made to the Prospectus
Supplement for the following terms of the Securities of each series offered
thereby (to the extent such terms are applicable to such Securities): (1) the
designation of the Securities of the series; (2) any limit upon the aggregate
principal amount of the Securities of the series and any limitation on the
ability of the Company to increase such aggregate principal amount after the
initial issuance of such Securities; (3) any date on which the principal of
the Securities of the series is payable (which date may be fixed or
extendible); (4) any rate (which may be fixed or variable) per annum at which
any Securities of the series shall bear interest, any interest accrual,
payment and record dates and/or any method by which any such rate or date
shall be determined; (5) if other than as provided in the Indenture, any place
where principal of and interest on Securities of the series shall be payable,
where Registered Securities of the series may be surrendered for exchange,
where notices or demands may be served and where notice to Holders may be
published and any time of such payment at any place of payment; (6) any right
of the Company to redeem Securities of the series and any terms thereof; (7)
any obligation of the Company to redeem, purchase or repay Securities of the
series and any terms thereof; (8) if other than denominations of $1,000 and
any integral multiple thereof, the denominations in which Securities of the
series shall be issuable; (9) if other than the principal amount thereof, the
portion of the principal amount of Securities of the series which shall be
payable upon declaration of acceleration of the maturity thereof; (10) if
other than the coin or currency in which the Securities of the series are
denominated, the coin or currency in which payment of the principal of or
interest on the Securities of the series shall be payable or, if the amount of
any payments of principal of and/or interest on the Securities of the series
may be determined with reference to an index based on a coin or currency other
than that in which the Securities of the series are denominated, the manner in
which such amounts shall be determined; (11) if other than the currency of
the United States of America, the currency or currencies, including composite
currencies, in which payment of the principal of (and premium, if any) and
interest on the Securities of the series shall be payable, and the manner in
which any such currencies shall be valued against other currencies in which
any other Securities shall be payable; (12) if other than as Registered Global
Securities, whether the Securities of the series or any portion thereof will
be issuable as Registered Securities or Unregistered Securities (with or
without coupons), and any terms of exchange; (13) any obligation of the
Company to pay additional amounts on the Securities of the series in respect
of any tax, assessment or governmental charge withheld or deducted and any
right of the Company to redeem such Securities rather than pay such additional
amounts; (14) if the Securities of the series are to be issuable in definitive
form (whether upon original issue or upon exchange of a temporary Security of
such series) only upon receipt of certain certificates or other documents or
satisfaction of other conditions, the form and terms of such certificates,
documents or conditions; (15) if other than the Person acting as Trustee, any
Agent acting with respect to the Securities of the series; (16) any provisions
for the defeasance of any Securities of the series in addition to, in
substitution for or in modification of the provisions described in "Defeasance
and Covenant Defeasance;" (17) the identity of any Depositary for Registered
Global Securities of the series other than The Depository Trust Company and
any circumstances other than those described in "Global Securities" in which
any Person may have the right to obtain Registered Securities in exchange
therefor; (18) any provisions for Events of Default applicable to any
Securities of the series in addition to, in substitution for or in
modification of those described in "Events of Default;" (19) any provision for
covenants applicable to any Securities of the series in addition to, in
substitution for or in modification of those described in "Covenants;" and
(20) any other terms of the Securities of the series not inconsistent with the
Indenture.
Global Securities
The Securities of each series will be issued in the form of one or
more fully registered global Securities (each a "Registered Global Security")
registered in the name of The Depository Trust Company (the "Depositary") or a
nominee thereof, unless otherwise established for the Securities of such
series. Except as described in a Prospectus Supplement hereto, Securities in
definitive form will not be issued. Unless and until a Registered Global
Security is exchanged in whole or in part for Securities in definitive form,
it may not be registered for transfer or exchange except as a whole by the
Depositary for such Registered Global Security to a nominee of such Depositary
or by such Depositary or any such nominee to a successor Depositary or a
nominee of such successor Depositary (Section 2.7).
Upon the issuance of any Registered Global Security, and the deposit
of such Registered Global Security with or on behalf of the Depositary, the
Depositary will credit, on its book-entry registration and transfer system,
the respective principal amounts of the Securities represented by such
Registered Global Security to the accounts of institutions ("participants")
entitled thereto that have accounts with the Depositary designated by the
underwriters or their agents engaging in any distribution of the Securities.
Ownership of beneficial interests in a Registered Global Security will be
limited to participants or Persons that may hold interests through
participants. Ownership of beneficial interests by participants in a
Registered Global Security will be shown on, and the transfer of such
beneficial interests will be effected only through, records maintained by the
Depositary or by its nominee. Ownership of beneficial interests in a
Registered Global Security by Persons that hold through participants will be
shown on, and the transfer of such beneficial interests within such
participants will be effected only through, records maintained by such
participants. The laws of some jurisdictions require that certain purchasers
of securities take physical delivery of such securities in certificated form.
The foregoing limitations and such laws may impair the ability to own,
transfer or pledge beneficial interests in Registered Global Securities.
So long as the Depositary, or its nominee, is the registered owner
of a Registered Global Security, the Depositary or such nominee, as the case
may be, will be considered the sole owner or holder of the Securities
represented by such Registered Global Security for all purposes under the
Indenture. Except as specified below, owners of beneficial interests in a
Registered Global Security will not be entitled to have Securities represented
by such Registered Global Security registered in their names, will not receive
or be entitled to receive physical delivery of Securities in certificated form
and will not be considered the Holders thereof for any purposes under the
Indenture (Section 2.7). Accordingly, each Person owning a beneficial
interest in a Registered Global Security must rely on the procedures of the
Depositary and, if such Person is not a participant, on the procedures of the
participant through which such person owns its interest, to exercise any
rights of a holder of Securities under the Indenture. The Depositary may
grant proxies and otherwise authorize participants to give or take any
request, demand, authorization, direction, notice, consent, waiver or other
action which a holder of Securities is entitled to give or take under the
applicable Indenture. The Company understands that, under existing industry
practices, if the Company requests any action of holders of Securities or any
owner of a beneficial interest in a Registered Global Security desires to give
any notice or take any action a holder of Securities is entitled to give or
take under the applicable Indenture, the Depositary would authorize the
participants holding the relevant beneficial interests to give such notice or
take such action, and such participants would authorize the beneficial owners
owning through such participants to give such notice or take such action or
would otherwise act upon the instructions of the beneficial owners owning
through them.
The Depositary or a nominee thereof, as holder of record of a
Registered Global Security, will be entitled to receive payments of principal
and interest for payment to beneficial owners in accordance with customary
procedures established from time to time by the Depositary. On the date
hereof, the agent for the payment, transfer and exchange of the Securities is
the Trustee therefor, acting through its Corporate Trust Office located in the
Borough of Manhattan, The City of New York.
The Company expects that the Depositary, upon receipt of any payment
of principal or interest in respect of a Registered Global Security, will
immediately credit participants' accounts with payments in amounts
proportionate to their respective beneficial interests in the principal amount
of such Registered Global Security as shown on the records of the Depositary.
The Company also expects that payments by participants to owners of beneficial
interests in a Registered Global Security held through such participants will
be governed by standing instructions and customary practices, and will be the
responsibility of such participants. None of the Company, the Trustee or any
agent of the Company or the Trustee shall have any responsibility or liability
for any aspect of the records relating to or payments made on account of
beneficial ownership interests in a Registered Global Security, or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests (Section 2.14).
If the Depositary is at any time unwilling or unable to continue as
Depositary or ceases to be a clearing agency registered or in good standing
under the Exchange Act, and a successor depositary registered as a clearing
agency under the Exchange Act is not appointed by the Company within 90 days,
or, if at any time an Event of Default shall have occurred and be continuing
under the Indenture, the Company will issue Securities in definitive
certificated form in exchange for the Registered Global Securities (Section
2.7).
In the event that the book-entry system is discontinued, the
following provisions would apply. The Trustee or any successor registrar
under the applicable Indenture shall keep a register for the Securities in
definitive certificated form at its Corporate Trust Office. Subject to the
further conditions contained in the applicable Indenture, Securities in
definitive certificated form may be transferred or exchanged for one or more
Securities in different authorized denominations upon surrender thereof at the
Corporate Trust Office of the Trustee or any successor Registrar under the
applicable Indenture by the registered Holders or their duly authorized
attorneys. Upon surrender of any Security to be transferred or exchanged, the
Trustee or any successor registrar under the Indenture shall record the
transfer or exchange in the Security register and the Company shall issue, and
the Trustee shall authenticate and deliver, new Securities in definitive
certificated form appropriately registered and in appropriate authorized
denominations (Section 2.7). The Trustee shall be entitled to treat the
registered Holders of the Securities in definitive certificated form, as their
names appear in the Security register as of the appropriate date, as the
owners of such Securities for all purposes under the applicable Indenture
(Section 2.14). Subject to the further conditions contained in each
Indenture, payments in respect of the Securities in definitive certificated
form will be made at such office or agency of the Company maintained for that
purpose as the Company may designate from time to time, except that, at the
option of the Company, interest payments, if any, on the Securities may be
made (i) by checks mailed to the Persons entitled thereto at their registered
addresses or (ii) by transfer in immediately available funds to an account
maintained by the person entitled thereto as specified by such Person (Section
4.1).
Consolidation, Merger or Sale by the Company
The Company shall not consolidate or merge with any other Person or
sell, convey, assign, transfer, lease or otherwise dispose of all or
substantially all of its properties and assets as an entirety in one
transaction or series of transactions to any Person, unless (1) either (a) the
Company shall be the continuing Person or (b) such Person shall be a
corporation organized and validly existing under the laws of the United States
of America or any State thereof or the District of Columbia and shall
expressly assume by a supplemental indenture all of the Company's obligations
under the Securities and under the Indentures; (2) immediately before and
after such transaction or each element of such series, no Default or Event of
Default shall have occurred and be continuing; and (3) giving effect to such
transaction will not cause an event of default under any mortgage, bond,
debenture, note or other instrument or obligation that the Company or any
Subsidiary of the Company is a party to or bound by. Upon any such
consolidation, merger, sale, conveyance, assignment, transfer, lease or other
disposition, the successor corporation formed by such consolidation, or into
which the Company is merged or to which such sale, conveyance, assignment,
transfer, lease or other disposition is made, shall succeed to, and be
substituted for, and may exercise every right and power of the Company under
the Indentures and under the Securities (Sections 5.1 and 5.2).
Events of Default, Notice and Certain Rights on Default
Events of Default with respect to the Securities of any series are
defined in the applicable Indenture as being: (a) failure to pay any
installment of interest on any Security of such series when due and the
continuance of such failure for 30 days; (b) failure to pay the principal of
any Security of such series when due; (c) failure for 60 days after notice to
the Company by the Trustee, or by the Holders of 25% in aggregate principal
amount of the Securities of such series then outstanding, to perform or
observe any other covenant, condition or agreement in the Securities of such
series or in the Indenture; (d) the holders of other indebtedness of the
Company or any Subsidiary shall have declared an aggregate amount in excess of
$20,000,000 thereof to be due and payable prior to the date on which it would
otherwise have become due or payable and such declaration shall not have been
cured, waived, rescinded or annulled or such indebtedness shall not have been
discharged within a period of 30 days; (e) certain events of bankruptcy,
insolvency or reorganization of the Company or a Material Subsidiary; or (f)
any other Event of Default established for the Securities of such series
(Section 6.1).
Each Indenture provides that, if an Event of Default with respect to
the Securities of any series then outstanding thereunder occurs and is
continuing, then, either the Trustee for or the Holders of not less than 25%
in aggregate principal amount of the Securities of any such affected series
then outstanding (each such series treated as a separate class) by notice in
writing to the Company (and to the Trustee if given by Securityholders), may
declare the entire principal (or, if the Securities of any such series are
Original Issue Discount Securities, such portion of the principal amount as
may be established for such series) of all Securities of such affected series,
and the interest accrued thereon, if any, to be due and payable immediately,
and upon any such declaration the same shall become immediately due and
payable, except that, if an Event of Default described in clause (e) occurs and
is continuing, then the principal amount (or, if any Securities are Original
Issue Discount Securities, such portion of the principal as may be established
for such series) of all the Securities then outstanding and interest accrued
thereon, if any, shall be and become immediately due and payable, without any
notice or other action by any Holder or the Trustee therefor, to the full
extent permitted by applicable law (Section 6.2).
Each Indenture provides that the Trustee thereunder will, within 60
days after the occurrence of a Default with respect to the Securities, give to
the Holders of the Securities notice of all Defaults known to such Trustee,
provided that, except in the case of a Default in payment on the Securities,
the Trustee may withhold such notice if and so long as a Responsible Officer
in good faith determines that withholding such notice is in the interest of
the Holders of the Securities (Section 7.5). "Default" means any event which
is, or after notice or passage of time or both would be, an Event of Default
(Section 1.1).
Each Indenture provides that the holders of a majority in aggregate
principal amount of the then outstanding Securities thereunder, by notice to
the Trustee therefor, may direct the time, method and place of conducting any
proceeding for any remedy available to such Trustee, or exercising any trust
or power conferred on such Trustee (Section 6.5).
Subject to the further conditions contained in the applicable
Indenture, the holders of a majority in aggregate principal amount outstanding
of the Securities of any series may waive, on behalf of the holders of all
Securities of such series, any past Default or Event of Default and its
consequences except a Default or Event of Default (i) in the payment of the
principal of or interest, if any, on any Security of such series or (ii) in
respect of a covenant or provision of such Indenture which cannot under the
terms of the Indenture be amended or modified without the consent of the
holder of each outstanding Security adversely affected thereby (Section 6.4).
The term "Material Subsidiary" means each existing Subsidiary of the
Company and each Subsidiary hereafter acquired or formed by the Company which,
in each case, for the most recent fiscal year of the Company, was the owner of
5% or more of the consolidated assets of the Company and its Subsidiaries
taken as a whole, as set forth on the consolidated financial statements of the
Company for such fiscal year (Section 1.1).
The term "Subsidiary" means, with respect to any Person, any
corporation or other entity of which more than 50% of the shares of Voting
Stock are, at the time directly or indirectly owned by such Person. Unless
otherwise indicated, "Subsidiary" refers only to Subsidiaries of the Company
(Section 1.1).
The term "Voting Stock" means stock of the class or classes having
general voting power under ordinary circumstances to elect at least a majority
of the board of directors, managers or trustees of a corporation or other
entity (irrespective of whether or not at the time stock of any other class or
classes shall have or might have voting power by reason of the happening of
any contingency) (Section 1.1).
The applicable Prospectus Supplement will describe any provisions for
Events of Default applicable to the Securities of any series in addition to,
in substitution for, or in modification of, the provisions described above.
Limitation on Liens
The Senior Indenture provides that the Company will not, and will not
permit any Subsidiary to (a) create, issue, assume, incur or guarantee any
notes, bonds, debentures or other similar evidences of indebtedness for money
borrowed ("Debt") if such Debt is secured by a mortgage, pledge or lien
("Lien") upon, or (b) directly or indirectly secure any outstanding Debt by a
Lien upon, any Principal Property of the Company or any Subsidiary, now owned
or hereafter acquired, without effectively providing that the Senior
Securities shall be secured equally and ratably with such Debt, except that
the foregoing restrictions shall not apply to (i) Liens on any Principal
Property acquired after the date of the Senior Indenture to secure or provide
for the payment or refinancing of the purchase price or acquisition cost
thereof, (ii) Liens on any Principal Property to finance improvements thereof
which do not exceed in the aggregate $10,000,000 at any time, (iii) Liens on
any Principal Property of any corporation existing at the time such
corporation becomes a Subsidiary after the date of the Senior Indenture, (iv)
Liens in existence on Principal Property on the date of the Senior Indenture,
(v) Liens to secure Debt of a Subsidiary to the Company or another Subsidiary,
(vi) Liens in favor of governmental bodies to secure advance or progress
payments pursuant to any contract or statute, (vii) pledges or deposits in
connection with workers' compensation, unemployment insurance and other social
security legislation and deposits securing liability to insurance carriers
under insurance or self-insurance arrangements, (viii) Liens for taxes not yet
due or which are being contested in good faith by appropriate proceedings,
(ix) any materialmen's, carriers', mechanics', workmen's, repairmen's or other
like Liens arising in the ordinary course of business in respect of
obligations which are not yet overdue or which are being contested in good
faith by appropriate proceedings, (x) Liens arising in connection with surety,
appeal and similar bonds incidental to the conduct of litigation, (xi) Liens
arising in connection with bid, performance or similar bonds which do not
exceed in the aggregate $5,000,000, (xii) easements, rights of way, general
real estate taxes not yet due and payable, municipal and zoning restrictions,
restrictions on the use of real property and defects and irregularities in the
title hereto and (xiii) any extension, renewal, substitution or replacement
(or successive extensions, renewals, substitutions or replacements), in whole
or in part, of any Lien referred to in the foregoing clauses (i) through
(xii), inclusive, or the Debt secured thereby (Section 4.5(a)).
Notwithstanding the foregoing, the Company and any Subsidiary may,
without equally and ratably securing the Senior Securities, create, issue,
assume, incur or guarantee secured Debt (which would otherwise be subject to
the foregoing Lien restrictions) in an aggregate amount which, together with
all other such secured Debt of the Company and its Subsidiaries (that is, not
including secured Debt of the Company and its Subsidiaries permitted pursuant
to the preceding paragraph) does not at any time exceed 10% of Consolidated
Net Tangible Assets of the Company (Section 4.5(b)).
The term "Principal Property" of any Person means, at any date of
determination, (a) any line of segment of track, together with signaling or
communication systems appurtenant thereto, owned by such Person as of such
date of determination over which at least 10 million gross tons of revenue
freight moved in the calendar year next preceding such date of determination;
(b) all locomotives and freight cars owned by the such Person as of such date
of determination; (c) all freight yards and repair facilities owned by such
Person as of such date of determination; and (d) all real estate related to
the property described in (a), (b) or (c) owned by such Person as of such date
of determination (Section 1.1).
The term "Consolidated Net Tangible Assets" with respect to any
Person means, as at any date of determination, the total amount of assets
(less applicable reserves and other properly deductible items) of such Person
and its Subsidiaries determined on a consolidated basis in conformity with
GAAP and set forth on the most recent consolidated balance sheet of such
Person and its Subsidiaries preceding such date of determination after
deducting therefrom (i) all current liabilities (excluding any thereof which
are by their terms extendible or renewable at the option of the obligor
thereon to a time more than 12 months after such date of determination), (ii)
all goodwill, trade names, trademarks, patents, unamortized debt discount and
expense and other like intangibles, and (iii) appropriate adjustments on
account of minority interests of other persons holding stock in the
Subsidiaries, all as determined on a consolidated basis in conformity with
GAAP and set forth on such most recent consolidated balance sheet of such
Person and its Subsidiaries (Section 1.1).
Modification of the Indentures
Each Indenture contains provisions permitting the Company and the
Trustee to enter into one or more supplemental indentures without the consent
of the holders of Securities in order (i) to evidence the succession of
another corporation to the Company and the assumption of the covenants of the
Company by such successor, (ii) to comply with any requirements of the
Commission in connection with the qualification of the Indenture under the
Trust Indenture Act of 1939 as then in effect, (iii) to provide for a
successor Trustee with respect to the Securities of all or any series, (iv) to
establish the forms and terms of the Securities of any series, (v) to provide
for uncertificated or Unregistered Securities, or (vi) to cure any ambiguity
or correct any mistake or to make any change that does not materially
adversely affect the legal rights of any holder of the Securities under such
Indenture (Section 9.1).
Each Indenture also contains provisions permitting the Company and
the Trustee, with the consent of the holders of a majority in aggregate
principal amount of the then outstanding Securities of any series, to execute
supplemental indentures adding any provisions to or changing or eliminating
any of the provisions of the Indenture or any supplemental indenture or
modifying the rights of the holders of such Securities, except that no such
supplemental indenture, or any amendment or waiver, may, without the consent
of the holder of each Security, (i) extend the stated maturity of the
principal of, or any sinking fund obligation or any installment of interest
on, such holder's Security, or reduce the principal amount thereof or the rate
of interest thereon (including any amount in respect of original issue
discount), or any premium payable with respect thereto, or adversely affect
the rights of such Holder under any mandatory redemption or repurchase
provision or any right of redemption or repurchase at the option of the
Company or such Holder, or reduce the amount of the principal of an Original
Issue Discount Security that would be due and payable upon an acceleration of
the maturity thereof or the amount thereof provable in bankruptcy, or change
any place of payment where, or the currency in which, any Security or any
premium or the interest thereon is payable, or impair the right to institute
suit for the enforcement of any such payment on or after the due date
therefor, or change the manner of determining any of the foregoing; (ii)
reduce the percentage in principal amount of outstanding Securities of the
relevant series the consent of whose Holders is required for any such
supplemental indenture, for any waiver of compliance with certain provisions
of this Indenture or certain Defaults and their consequences provided for in
this Indenture; (iii) waive a Default in the payment of principal of or
interest on any Security of such Holder; (iv) change any obligation of the
Company to maintain an office or agency in the places and for the purposes in
the Indenture provided; or (v) modify any of the foregoing provisions, except
to increase any such percentage or to provide that certain other provisions
of the Indenture cannot be modified or waived without the consent of the
Holder of each outstanding Security affected thereby (Section 9.2).
Additionally, in the case of the Subordinated Indenture, no supplemental
indenture may adversely affect the rights of any Senior Indebtedness holder to
the benefits of subordination thereunder without such holder's consent. After
a supplemental indenture, amendment or waiver becomes effective, the Company
shall mail a notice to the holders of the Securities affected thereby briefly
describing the supplemental indenture, amendment or waiver (Section 9.2).
Defeasance and Covenant Defeasance
Unless the terms of the Securities of any series provide otherwise,
the Company may elect either (1) to defease and be discharged from any and all
obligations with respect to (a) Securities of any series payable within one
year or (b) other Securities of any series upon certain additional conditions
described below (except as otherwise provided in the applicable Indenture)
("defeasance") or (2) to be released from its obligations with respect to
certain covenants applicable to the Securities of any series ("covenant
defeasance"), upon the deposit with the Trustee, in trust for such purpose, of
money and/or U.S. Government Obligations which through the payment of
principal and interest in accordance with their terms will provide money in an
amount sufficient without reinvestment to pay the principal of and interest on
the Securities and the satisfaction of certain other conditions set forth in
such Indenture. As a condition to defeasance of any Securities of any series
payable later than one year from the time of defeasance, the Company must
deliver to the Trustee an Opinion of Counsel or a ruling of the Internal
Revenue Service to the effect that the holders of the Securities will not
recognize income, gain or loss for Federal income tax purposes as a result of
such defeasance and will be subject to Federal income tax on the same amount
and in the same manner and at the same times as would have been the case if
such defeasance or covenant defeasance had not occurred (Article 8).
The Company may exercise either defeasance option with respect to the
Securities of any series notwithstanding its prior exercise of its covenant
defeasance option with respect thereto. If the Company exercises its
defeasance option, payment of the Securities of any series may not be
accelerated because of a Default or an Event of Default. If the Company
exercises its covenant defeasance option, payment of the Securities of any
series may not be accelerated by reason of an Event of Default with respect to
the covenants to which such covenant defeasance is applicable. If such
acceleration were to occur by reason of another Event of Default, the
realizable value at the acceleration date of the money and U.S. Government
Obligations in the defeasance trust could be less than the principal and
interest then due on the Securities, in that the required deposit in the
defeasance trust is based upon scheduled cash flow rather than market value,
which will vary depending upon interest rates and other factors. The Company
will, however, remain liable for such payments at the time of the acceleration.
Subordination of Subordinated Securities
The payment of the principal of and interest on the Subordinated
Securities will, to the extent set forth in the Subordinated Indenture, be
subordinate in right of payment to the prior payment in full of all Senior
Indebtedness of the Company (Section 11.2). In certain events of insolvency,
the holders of Senior Indebtedness shall be entitled to receive payment in
full of all principal of, premium, if any, and interest then due on all Senior
Indebtedness before any payment is made on the Subordinated Notes (Section
11.2).
"Senior Indebtedness" of the Company is defined in the Subordinated
Indenture to mean all notes, bonds, debentures or other similar evidences of
indebtedness for money borrowed of the Company, except the Subordinated
Securities and other such evidences subordinated to or subordinated on a
parity with the Subordinated Securities.
Governing Law
The Indentures and the Securities are governed by and construed in
accordance with the laws of the state of New York (Section 10.7).
The Trustee
The Chase Manhattan Bank, N.A., is Trustee under both the Senior
Indenture and the Subordinated Indenture. The Company also maintains banking
and other commercial relationships with the Trustee and its affiliates in the
ordinary course of business.
PLAN OF DISTRIBUTION
The Company may sell all or part of the Securities from time to time
on terms determined at the time such Securities are offered for sale. The
Securities may be sold (i) through underwriters or dealers; (ii) through
agents; (iii) directly to one or more purchasers; or (iv) through a
combination of any such methods of sale. The Prospectus Supplement relating
to the particular series of the Securities offered thereby will set forth the
terms of the offering of such series of the Securities, including the name or
names of any underwriters, dealers or agents, the purchase price of such
Securities, the proceeds to the Company from such sale, any underwriting
discounts and other items constituting underwriters' or agents' compensation,
any initial public offering price, any discounts or sales agent's commissions
or concessions allowed or reallowed or paid to dealers and any securities
exchanges on which the Securities of such series may be listed.
The distribution of the Securities may be effected from time to time
in one or more transactions at a fixed price or prices, which may be changed,
or at market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.
If underwriters are used in the sale, the Securities will be acquired
by the underwriters for their own account and may be resold from time to time
in one or more transactions, including negotiated transactions, at a fixed
public offering price, or at varying prices determined at the time of sale.
The Securities may be offered to the public through underwriting syndicates
represented by managing underwriters or by underwriters without a syndicate.
Unless otherwise set forth in the related Prospectus Supplement, the
obligations of the underwriters to purchase Securities will be subject to
certain conditions precedent and the underwriters will be obligated to purchase
all the Securities of a series if any are purchased. Any initial public
offering price and any discounts or concessions allowed or reallowed or paid
to dealers may be changed from time to time.
If a dealer is utilized in the sale of the Securities in respect of
which this Prospectus is delivered, the Company will sell such Securities to
the public at varying prices to be determined by such dealer at the time of
resale. In the case of a sale to a dealer, the Company will provide a
Prospectus Supplement stating the name of such dealer, the amount of
Securities purchased and the price paid.
Offers to purchase Securities may be solicited directly by the
Company or by agents designated by the Company from time to time. Any such
agent, which may be deemed to be an underwriter as that term is defined in the
Securities Act, involved in the offer or sale of the Securities in respect of
which this Prospectus is delivered will be named in, and any commissions
payable by the Company to such agent will be set forth in, a Prospectus
Supplement. Unless otherwise indicated in such Prospectus Supplement, any
such agent will be acting on a best efforts basis.
Agents and underwriters may from time to time purchase and sell
Securities in the secondary market, but are not obligated to do so, and there
can be no assurance that there will be a secondary market for the Securities
or liquidity in the secondary market if one develops. From time to time,
agents and underwriters may make a market in the Securities.
Dealers, underwriters or agents may be entitled under agreements
which may be entered into with the Company to indemnification by the Company
against certain civil liabilities, including liabilities under the Securities
Act. Such dealers, underwriters or agents may be customers of, engage in
transactions with, or perform services for, the Company in the ordinary course
of business.
The place and time of delivery for the Securities in respect of which
this Prospectus is delivered will be set forth in the accompanying Prospectus
Supplement.
LEGAL MATTERS
Certain matters relating to the Securities will be passed upon for
the Company by Davis Polk & Wardwell, New York, New York. Certain legal
matters will be passed upon for the underwriters, if any, by Simpson Thacher &
Bartlett (a partnership which includes professional corporations), New York,
New York.
EXPERTS
The consolidated financial statements and financial statement
schedule of the Company included in the Company's Annual Report on Form 10-K
for the year ended December 31, 1995, which are incorporated by reference in
this Prospectus, have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto, which is
incorporated by reference herein in reliance upon the authority of said firm
as experts in accounting and auditing in giving said report.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuances and Distribution
The following table sets forth the fees and expenses payable by the
Illinois Central Railroad Company in connection with the issuance and
distribution of the Securities other than underwriting discounts and
commissions. All of such expenses except the Securities and Exchange
Commission registration fee are estimated:
Securities and Exchange Commission registration fee..... $ 68,966
Trustees' fees and expenses............................. 30,000
Printing and engraving expenses......................... 50,000
Accounting fees and expenses............................ 65,000
Blue Sky fees and expenses.............................. 15,000
Legal fees and expenses................................. 100,000
Miscellaneous........................................... 20,000
________
Total.............................................. $348,966
========
Item 15. Indemnification of Directors and Officers
Article Tenth ("Article Tenth") of the Company's Certificate of
Incorporation (the "Certificate") limits the scope of personal liability of
the Company's directors to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director. In addition, Article VI
of the By-Laws of the Company ("Article VI") defines the rights of Company
directors and officers to indemnification by the Company in the event of
personal liability or expenses incurred by them as a result of certain
litigation against them. Set forth below are descriptions of Article Tenth
and Article VI.
Elimination of Liability in Certain Circumstances
Article Tenth protects the directors against personal liability for
breaches of their duty of care. Such Article absolves directors of liability
for negligence in the performance of their duties, including gross negligence.
Directors continue to remain liable for breaches of their duty of loyalty to
the Company and its stockholders as well as for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law
and transactions from which a director derived improper personal benefit. In
addition, Article Tenth does not absolve directors liable for unlawful
dividends or stock repurchases or redemptions to which an express negligence
standard presently applies under the Delaware General Corporation Law (the
"Delaware Law"). Also, there may be certain liabilities, such as those under
the federal securities laws or other state or federal laws, which a court may
hold are unaffected by Article Tenth.
Article Tenth further provides that if the Delaware Law is hereafter
amended to further eliminate or limit the liability of directors, then the
liability of a director of the Company shall be eliminated or limited, without
further stockholder action, to the fullest extent permitted by the Delaware
Law as so amended.
Although Article Tenth provides directors with protection against
personal liability for monetary damages for breaches of the duty of care, it
does not eliminate the directors' duty of care. Accordingly, Article Tenth
would have no effect on the availability of equitable remedies such as an
injunction to stop a proposed action or recision of a contract based upon a
director's breach of the duty of care.
Although both directors and officers of the Company are covered by
indemnification provisions under Article VI (see below), Article Tenth limits
liability only with respect to a person acting in the capacity of a director.
Indemnification and Insurance
Article VI provides that the Company shall indemnify and hold
harmless each person who was or is made a party to, or is involved in, any
action, suit or proceeding by reason of the fact that such person is or was a
director or officer of the Company (or was serving at the request of the
Company as a director, officer, employee or agent for another entity,
including service with respect to employee benefit plans of the Company) while
serving in such capacity, to the fullest extent permitted or allowed by
Delaware Law, as in effect (or, to the extent indemnification is broadened, as
it may be amended) against all expense, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts
to be paid in settlement) reasonably incurred by such person in connection
therewith. Article VI provides that the right conferred thereby shall be a
contract right and shall include the right to be paid by the Company for the
expenses incurred in defending the proceedings specified above, in advance of
their final disposition, provided that, if the Delaware Law so requires, such
payment, in the case of a director or officer in his or her capacity as such,
shall only be made upon delivery to the Company by the indemnified party of an
undertaking to repay all amounts so advanced if it shall ultimately be
determined that the person receiving such payments is not entitled to be
indemnified under such provision or otherwise. Article VI provides that the
Company may, by action of its Board of Directors, provide indemnification to
its employees and agents with the same scope and effect as the foregoing
indemnification of directors and officers.
Article VI provides that persons indemnified thereunder may bring
suit against the Company to recover unpaid amounts claimed thereunder, and
that if such suit is successful, the expense of bringing such a suit shall be
reimbursed by the Company. Article VI further provides that while it is a
defense to such a suit that the person claiming the indemnification has not
met the standard of conduct making indemnification permissible under the
Delaware Law, the burden of proving the defense shall be on the Company and
neither the failure of the Company to have made a determination that
indemnification is proper, nor an actual determination that the claimant has
not met the applicable standard of conduct shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct.
Article VI provides that the right to indemnification and the payment
of expenses incurred in defending a proceeding in advance of its final
disposition conferred therein shall not be exclusive of any other right which
any person may have or acquire under any statute, provision of the Company's
Certificate or By-Laws, or otherwise. Finally, Article VI provides that the
Company may maintain insurance, at its expense, to protect itself and any of
its directors, officers, employees or agents against any expense, liability or
loss, whether or not the Company would have the power to indemnify such person
against such expenses, liability or loss under the Delaware Law. The Company
expects to purchase insurance on behalf of directors, officers and other
persons which may cover certain such expenses, liability or loss.
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits
Reg. S-K
Exhibits Description
- -------- -----------
1 --Form of Underwriting Agreement.*
4.1 --Form of Indenture dated as of May , 1996
(the "Senior Indenture") between Illinois Central
Railroad Company and The Chase Manhattan Bank (National
Association), Trustee.*
4.2 --Form of Indenture dated as of May , 1996 (the
"Subordinated Indenture") between Illinois Central
Railroad Company and The Chase Manhattan Bank,N.A.,
Trustee.*
5 --Opinion of Davis Polk & Wardwell (legality opinion).
12.1 --Computation of ratio of earnings to fixed charges for the
five years ended December 31, 1995 for Illinois Central
Railroad Company and Subsidiaries.
12.2 --Computation of ratio of earnings to fixed charges for
the three months ended March 31, 1996 and March 31, 1995
for Illinois Central Railroad Company and Subsidiaries
23.1 --Consent of Arthur Andersen LLP.
23.2 --Consent of Davis Polk & Wardwell (included in
Exhibit 5).
24 --Power of Attorney.*
25.1 --Statement of eligibility and qualification on Form T-1 of
The Chase Manhattan Bank, N.A.
___________________
* Previously filed (May 15, 1996).
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933.
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement. Notwithstanding
the foregoing, any increase or decrease in the volume of securities
offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering
price set in the "Calculation of Registration Fee" Table in the
effective registration statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, when applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-3 and has duly caused this Amendment
No. 1 to the Registration Statement (File No. 333-03825) to be signed on its
behalf by the undersigned, thereunto duly authorized, in The City of Chicago,
State of Illinois on the 27th day of June, 1996.
ILLINOIS CENTRAL RAILROAD COMPANY
By /s/ Dale W. Phillips
________________________________
Dale W. Phillips, Vice President
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement (File No. 333-03825) has been
signed by the following persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Gilbert H. Lamphere* Chairman of the Board, June 27, 1996
________________________ Director
Gilbert H. Lamphere
/s/ E. Hunter Harrison* President and Chief June 27, 1996
________________________ Executive Officer (principal
E. Hunter Harrison executive officer), Director
/s/ Dale W. Phillips Vice President and June 27, 1996
________________________ Chief Financial Officer
Dale W. Phillips (principal financial officer),
Director
/s/ John V. Mulvaney Controller June 27, 1996
________________________ (principal accounting officer)
John V. Mulvaney
/s/ Ronald A. Lane* Director June 27, 1996
________________________
Ronald A. Lane
/s/ John C. McPherson* Director June 27, 1996
________________________
John D. McPherson
/s/ Donald H. Skelton* Director June 27, 1996
________________________
Donald H. Skelton
*By /s/ Dale W. Phillips
________________________
Dale W. Phillips
Attorney-in-fact
EXHIBIT INDEX
Reg. S-K Sequentially
Exhibits Description Numbered Page
-------- ----------- -------------
1 -- Form of Underwriting Agreement*
4.1 -- Form of Senior Indenture*
4.2 - Form of Subordinated Indenture*
5 -- Opinion of Davis Polk & Wardwell
(legality opinion)
12.1 -- Computation of ratio of earnings to fixed charges
for the five years ended December 31, 1995 for
Illinois Central Railroad Company and Subsidiaries
12.2 - Computation of ratio of earnings to fixed charges
for the three months ended March 31, 1996 and March
31, 1995 for Illinois Central Railroad Company
and Subsidiaries
23.1 -- Consent of Arthur Andersen LLP
23.2 -- Consent of Davis Polk & Wardwell
(included in Exhibit 5)
24 - Powers of Attorney*
25.1 - Statement of eligibility and qualification
on Form T-1 of The Chase Manhattan
Bank, N.A.
____________________
* Previously filed (May 15, 1996).
Exhibit 5
June 27, 1996
Illinois Central Railroad Company
455 North Cityfront Plaza Drive
Chicago, Illinois 60611-5504
Dear Sirs:
We have acted as counsel for Illinois Central Railroad
Company, a Delaware corporation (the "Company"), in connection with the
Company's Registration Statement on Form S-3 (the "Registration Statement")
being filed with the Securities and Exchange Commission. The Registration
Statement relates to the registration under the Securities Act of 1933, as
amended, of $200,000,000 aggregate principal amount of debt securities (the
"Securities") of the Company. The Securities are to be issued pursuant to the
proposed Indenture (the "Senior Indenture"), between the Company and The Chase
Manhattan Bank, N.A., as trustee, or the proposed Indenture (the "Subordinated
Indenture") between the Company and The Chase Manhattan Bank, N.A., as
trustee, the forms of which are filed as exhibits to the Registration
Statement.
We have examined originals or copies, certified or
otherwise identified to our satisfaction, of such documents, corporate
records, certificates of public officials and other instruments as we have
deemed necessary or advisable for purposes of this opinion.
Based upon the foregoing, we are of the opinion that
when (i) the Registration Statement becomes effective, (ii) duly authorized
officers of the Company have taken all necessary action to approve the forms
and terms of the Securities, (iii) the proposed Senior Indenture and the
proposed Subordinated Indenture shall have been qualified under the Trust
Indenture Act of 1939, as amended, and duly executed and delivered by duly
authorized officers of the Company and the Trustee, and (iv) the Securities
are executed and authenticated in accordance with the terms of the Senior
Indenture or the Subordinated Indenture, as the case may be, and delivered to
the purchasers thereof upon payment of the agreed upon consideration therefor,
the Securities will be validly issued and binding obligations of the Company.
We are members of the Bar of the State of New York and
the foregoing opinion is limited to the laws of the State of New York, the
Federal laws of the United States of America, and the General Corporation Law
of the State of Delaware.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement. We also consent to the reference to us
under the caption "Legal Matters" in the Prospectus contained in the
Registration Statement.
Very truly yours,
/s/ Davis Polk & Wardwell
EXHIBIT 12.1
ILLINOIS CENTRAL RAILROAD COMPANY AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
($ in millions)
<TABLE>
<CAPTION>
Years ended December 31,
-----------------------------------------------------------------
Fixed Charge Coverage 1995 1994 1993 1992 1991
------------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Income from continuing
operations
before income taxes,
extraordinary
item and cumulative
effect of
accounting changes $198.3 $170.9 $148.6 $111.0 $ 96.0
Fixed charges 42.1 45.2 49.9 61.1 75.9
Capitalized interest (1.3) (1.4) (0.8) (0.6) (0.4)
------------- --------- --------- --------- ---------
Earnings base for fixed
charge ratio $239.1 $214.7 $197.7 $171.5 $171.5
============= ========= ========= ========= =========
Interest expense $ 29.1 $ 27.5 $ 33.1 $ 44.5 $ 59.2
Capitalized interest 1.3 1.4 0.8 0.6 0.4
Portion of non-capitalized
lease payments 11.7 16.3 16.0 16.0 16.3
------------- --------- --------- --------- ---------
Fixed charges $ 42.1 $ 45.2 $ 49.9 $ 61.1 $ 75.9
============= ========= ========= ========= =========
Ratio of earnings to fixed
charges 5.68 4.75 3.96 2.81 2.26
============= ========= ========= ========= =========
</TABLE>
Exhibit 12.2
ILLINOIS CENTRAL RAILROAD COMPANY AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
($ in millions)
Three Months Ended March 31,
----------------------------
1996 1995
------ ------
Fixed Charge Coverage
Income from continuing operations
before income taxes,
extraordinary item and cumulative
effect of accounting changes $51.5 $54.7
Fixed charges 10.9 10.4
Capitalized interest (.3) (.3)
Earnings base for fixed charge
ratio $62.1 $64.8
===== =====
Interest expense $7.5 $7.0
Capitalized interest $.3 $.3
Portion of non-capitalized lease
payments 3.1 3.1
----- -----
Fixed charges $10.9 $10.4
===== =====
Ratio of earnings to fixed
charges 5.70 6.23
===== =====
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
ILLINOIS CENTRAL RAILROAD COMPANY
As independent public accountants, we hereby consent to
the incorporation by reference in this Registration Statement of our report
dated January 25, 1996 (except with respect to the matter discussed in Note
16, as to which the date is February 29, 1996), included in Illinois Central
Railroad Company's Form 10-K for the year ended December 31, 1995 and to all
references to our Firm included in this Registration Statement.
/s/ Arthur Andersen LLP
Chicago, Illinois
June 27, 1996
Exhibit 25.1
Securities Act of 1933 File No. _______
(If application to determine eligibility
of trustee for delayed offering
pursuant to Section 305(b)(2))
_____________________________________________________________________________
_____________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(b)(2)_________________
__________________
THE CHASE MANHATTAN BANK
(National Association)
(Exact name of trustee as specified in its charter)
13-2633612
(I.R.S. Employer Identification Number)
1 Chase Manhattan Plaza, New York, New York
(Address of principal executive offices)
10081
(Zip Code)
________________
Illinois Central Railroad Company
(Exact name of obligor as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
36-2728842
(I.R.S. Employer Identification No.)
455 North Cityfront Plaza Drive
Chicago, Illinois
(Address of principal executive offices)
60611-5504
(Zip Code)
__________________________________
Senior & Subordinated Debt Securities
(Title of the indenture securities)
_____________________________________________________________________________
_____________________________________________________________________________
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
Comptroller of the Currency, Washington, D.C.
Board of Governors of The Federal Reserve System,
Washington, D. C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each
such affiliation.
The Trustee is not the obligor, nor is the Trustee directly or
indirectly controlling, controlled by, or under common control
with the obligor.
(See Note on Page 2.)
Item 16. List of Exhibits.
List below all exhibits filed as a part of this statement of
eligibility.
*1. -- A copy of the articles of association of the trustee as now in
effect . (See Exhibit T-1
(Item 12), Registration No. 33-55626.)
*2. -- Copies of the respective authorizations of The Chase Manhattan
Bank (National Association)and The Chase Bank of New York
(National Association) to commence business and a copy of
approval of merger of said corporations, all of which documents
are still in effect. (See Exhibit T-1 (Item 12), Registration
No. 2-67437.)
*3. -- Copies of authorizations of The Chase Manhattan Bank (National
Association) to exercise corporate trust powers, both of which
documents are still in effect. (See Exhibit T-1 (Item 12),
Registration No. 2-67437.)
*4. -- A copy of the existing by-laws of the trustee. (See Exhibit T-1
(Item 16) (25.1), Registration No. 33-60809.)
*5. -- A copy of each indenture referred to in Item 4, if the obligor is
in default. (Not applicable.)
*6. -- The consents of United States institutional trustees required by
Section 321(b) of the Act.
(See Exhibit T-1, (Item 12), Registration No. 22-19019.)
7. -- A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or
examining authority. (See Exhibit 25.1 (Item 16);
Registration No. 33-03825)
___________________
*The Exhibits thus designated are incorporated herein by reference.
Following the description of such Exhibits is a reference to the copy of the
Exhibit heretofore filed with the Securities and Exchange Commission, to
which there have been no amendments or changes.
___________________
NOTE
Inasmuch as this Form T-1 is filed prior to the ascertainment by the
trustee of all facts on which to base a responsive answer to Item 2 the answer
to said Item is based on incomplete information.
Item 2 may, however, be considered as correct unless amended by an
amendment to this Form T-1.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, The Chase Manhattan Bank (National Association), a corporation
organized and existing under the laws of the United States of America, has
duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of New York, and the
State of New York, on the 27th day of June , 1996.
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
By: /s/ Ronald J. Halleran
_____________________
Ronald J. Halleran
Second Vice President
