SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
Illinois Central Railroad Company
Exact name of Registrant as specified in its charter
Illinois 1-7092 36-2728842
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
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
<PAGE>
Item 4. Changes in Registrant's Certifying Accountant
(a) Previous independent accountants
(i) On July 6, 1999,On July 1, 1999, Canadian National Railway
Company ("CN"), the indirect sole shareholder of Illinois
Central Railroad Company ("the Registrant"), terminated the
voting trust that held all outstanding shares of Illinois
Central Corporation ("IC"), the Registrant's direct
shareholder. The voting trust was terminated after the
expiration of the waiting period after the Surface
Transportation Board approved CN's acquisition of IC. CN's
first opportunity to take control of the Registrant's day to
day operations occurred on July 1, 1999.
On July 6, 1999, the Registrant dismissed Arthur Andersen LLP
as its independent accountants.
(ii) The reports of Arthur Andersen LLP on the Registrant's
consolidated financial statements for the past two fiscal
years contained no adverse opinion or disclaimer of opinion
and were not qualified or modified as to uncertainty, audit
scope or accounting principles.
(iii) The Registrant's Board of Directors approved the decision to
change independent accountants.
(iv) In connection with the Registrant's audits for the two most
recent fiscal years and through July 6, 1999, there have been
no disagreements with Arthur Andersen LLP on any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which
disagreements if not resolved to the satisfaction of Arthur
Andersen LLP would have caused them to make reference thereto
in their report on the financial statements for such years.
(v) Since the beginning of the Registrant's two most recent fiscal
years there has been no "reportable events" within the meaning
of Item 304(a)(I)(v) of Regulation S-K.
(vi) The Registrant has requested that Arthur Andersen LLP furnish
it with a letter addressed to the Commission stating whether
or not it agrees with the above statements. A copy of such
letter, dated July 13, 1999, is filed as Exhibit 16 to this
Form 8-K.
(b) New independent accountants.
(i) The registrant engaged KPMG LLP ("KPMG") as its new
independent accountants as of July 7, 1999. KMPG is engaged as
the independent accountant for CN and its other consolidated
subsidiaries. During the two most recent fiscal years and
through July 6, 1999, the Registrant has not consulted with
KPMG on items which (1) were or should have been subject to
SAS 50 or (2) concerned the subject matter of a disagreement
or reportable event with the former auditor (as described in
Regulation S-K Item 304 (a) (2)).
Item 7. Financial Statements and Exhibits
See Index to Exhibits on page E-1 for a description of the
exhibits filed as a part of this report.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereto duly authorized.
ILLINOIS CENTRAL RAILROAD COMPANY
/s/ SERGE PHARAND
Serge Pharand
Vice President and Corporate Controller
(On behalf of the Registrant and as
Principal Accounting Officer)
Date: July 13, 1999
<PAGE>
ILLINOIS CENTRAL RAILROAD COMPANY
AND SUBSIDIARIES
EXHIBIT INDEX
Exhibit 16 Letter regarding change in certifying
accountant.
E-1
<PAGE>
Exhibit 16
July 13, 1999
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sir/Madam:
We have read the paragraphs (i) - (vi) of Item 4 (a) included in the Form 8-K
dated July 13, 1999 of Illinois Central Railroad Company filed with the
Securities and Exchange Commission and are in agreement with the statements
contained therein.
Very truly yours,
Arthur Andersen LLP
cc: Mr. Michael Sabia, Executive VP and Chief Financial Officer, Illinois
Central Railroad Company
