UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
Commission file number 1-7092
Illinois Central Railroad Company
(Exact name of registrant as specified in its charter)
Illinois 36-2728842
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
455 North Cityfront Plaza Drive, Chicago, Illinois 60611-5504
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(312) 755-7500
This Annual Report on Form 10-K is being amended to reflect a revised
dating of the Report of Independent Public Accountants and to provide a
currently dated Consent of Independent Public Accountants.
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this amendment to be signed on its behalf
by the undersigned, thereunto duly authorized.
ILLINOIS CENTRAL RAILROAD COMPANY
Registrant
Date: April 23, 1998 By: /s/ John V. Mulvaney
John V. Mulvaney
Vice President and
Chief Financial Officer
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors of Illinois Central Railroad Company:
We have audited the accompanying consolidated balance sheets of
Illinois Central Railroad Company (a Delaware corporation) and subsidiaries as
of December 31, 1997 and 1996, and the related consolidated statements of
income, cash flows and stockholder's equity and retained income for each of the
three years in the period ended December 31, 1997. These financial statements
and the schedule referred to below are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements and schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Illinois Central
Railroad Company and subsidiaries as of December 31, 1997 and 1996, and the
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1997, in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule listed in the index to
Financial Statement Schedules herein is presented for purposes of complying with
the Securities and Exchange Commission's rules and is not part of the basic
financial statements. This schedule has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, fairly states in all material respects the financial data required to
be set forth therein in relation to the basic financial statements taken as a
whole.
ARTHUR ANDERSEN LLP
Chicago, Illinois
January 19, 1998
(except with respect to
the matter discussed in
Note 2, as to which the
date is March 13, 1998)
F-1
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Exhibit 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
ILLINOIS CENTRAL RAILROAD COMPANY
As independent public accountants, we hereby consent to the
incorporation by reference of our report dated January 19, 1998 (except with
respect to the matter discussed in Note 2, as to which the date is March 13,
1998) included in the Company's Annual Report on Form 10-K /A for the year ended
December 31, 1997, into Illinois Central Railroad Company's previously filed
Form S-3 Registration Statements File Nos. 33-58547 and 333-03825.
ARTHUR ANDERSEN LLP
Chicago, Illinois
April 23, 1998
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