Utah Railway's Corporate Parent Companies

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This page was last updated on July 1, 2013.

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Overview

Utah Railway's parent corporation was United States Smelting Refining and Mining Company, or USSR&M. Almost all of Utah Railway's coal traffic came from the mines of United States Fuel Company, another USSR&M-owned company.

Contrary to numerous rumors, and information published in error, Union Pacific has never had any financial interest in Utah Railway. However, the two companies have always enjoyed a good working relationship because all of Utah Railway's interchange of most of its traffic at Provo with UP.

Timeline

January 9, 1906
United States Smelting, Refining & Mining Company was incorporated in Maine on January 9, 1906. (Poors Manual of Industrials, 1916, page 1237)

January 24, 1912
Utah Coal Railway was incorporated to build a ninety mile railroad from Provo, south and southeast through Utah, San Pete, and Emery counties. On May 4, 1912 the name was changed to Utah Railway. On September 10, 1912, an additional route was filed. This route was from the San Pedro, Los Angeles & Salt Lake line at or near Spanish Fork. (Utah corporation, index number 9369)

The Utah Company was incorporated in Maine on March 26, 1912, as a holding company subsidiary of USSR&M. The Utah Company was shown as holding 100 percent of the following companies, except as noted.

June 1, 1912
United States Smelting Refining and Mining company acquired control of the Consolidated Fuel and Castle Valley Coal companies. The United States company had already acquired control of the Black Hawk Coal Company, and they also owned the former Orem family interests in the Castle Valley Coal Company at Mohrland in Cedar Creek canyon. (Eastern Utah Advocate, June 6, 1912, "last Saturday")

To finance the acquisition of the coal interests in Carbon County, the United States Smelting, Refining & Mining Company organized a subsidiary called The Utah Company, whose debt was fully guaranteed by the United States company. The Utah Company was organized to purchase the Black Hawk Coal Company, the Consolidated Fuel Company, and two-thirds interest in Castle Valley Coal Company, and to finance the construction of a 80-mile railroad between Spanish Fork and the mines in Carbon County. (Coal Age, July 27, 1912, page 140)

March 19, 1915
"Mammoth Coal Merger -- Four Big Utah Mines to be Consolidated -- Salt Lake City -- It is reported here that four large Utah coal companies will be merged on April 1 into one company, to be known as the United States Fuel Company, with a total capitialization of $10,000,000. The companies whose holdings are to be taken over by the big new comapny are the Castle Valley Coal company, the Consolodated Fuel company, the Black Hawk Coal company and the Panther Coal company. These four companies are the owners of extensive tracts of coal lands and producing coal mines in Carbon and Emery counties." (Carbon County News, March 19, 1915)

March 30, 1915
United States Fuel Company was incorporated in Nevada on March 30, 1915. (Nevada Secretary of State, entity C208-1915; revoked in December 1991, reinstated in February 1992, still active as of July 2013, offices in Memphis, Tennessee)

During October 1915 the negotiations for the merger of United States Smelting's coal properties under the name of United States Fuel Company were made public. The $10 million merger included Castle Valley Coal Company, Panther Coal Company, Black Hawk Coal Company, and Consolidated Fuel Company. The merger was being blocked by the minority stockholders of Castle Valley Coal Company. (The Sun, October 15, 1915, page 2, "The United States Fuel Company Merger Put Through Down East")

January 3, 1916
United States Fuel Company filed articles of incorporation with Utah secretary of state. Capitalized for $10 million, with incorporators being E. L. Carpenter, Moroni Heiner, E. R. Gibson, G. E. Forrester and H. R. Mcmillan. the company was to take over the interests of Consolidated Fuel Company, Castle Valley Coal Company, Black Hawk Coal Company, Utah Coal Sales Company, and a number of smaller coal mines in Emery and Carbon counties. United States Fuel Company was organized in Nevada. (NewsAdvocate, January 7, 1916, page 1, "Monday")

January 22, 1918
United States Smelting, Refining and Mining Company was incorporated in Utah. (Utah corporation records, index number 13150)

October 17, 1965
United States Smelting, Refining and Mining Company was merged with subsidiary Mueller Brass Company; name changed back to USSR&M. (Utah corporation records, index number 13150)

November 1971
USSR&M closed its Lark mine in Bingham Canyon, and its Midvale mill and concentrator. The concentrate was being shipped to the International smelter near Tooele. (Deseret News, November 12, 1971)

UV Industries

May 2, 1972
Utah Railway's parent company, United States Smelting, Refining and Mining Company announced that it would change its name to UV Industries, Inc., its symbol on the New York Stock Exchange. The company was becoming more diversified and the name no longer reflected its "principle interests and direction." (New York Times, May 3, 1972, "yesterday")

September 1976
As early as September 1976, Victor Posner's Sharon Steel Company held as much as 20 percent of UV Industries stock. (New York Times, September 17, 1976) Posner held the same percentage by early December 1977. (New York Times, December 9, 1977)

1977-1978
Victor Posner began his hostile takeover by buying shares of UV Industries, following his pattern of buying interest in companies that were undervalued in relation to their stock price. By late 1978, he had accumulated 22 percent, and continued his attempt at control of the company. (McGinty)

August 17, 1977
UV Industries announced that it had been approached by "several concerns with a view to a possible combination." (New York Times, August 19, 1977, "Wednesday")

December 19, 1978
UV Industries announced that the company would sell its most profitable subsidiary, Federal Pacific Electric Company, which during 1978, had accounted for 60 percent of UV's revenues and 81 percent of its profits. During the same time, UV's "metal mining" activities, which included United States Fuel and Utah Railway, along with its Mueller Brass subsidiary, accounted for 13 percent of profits and 38 percent of revenue. This action was to make UV Industries less attractive to Posner's hostile takeover. (McGinty; United States v. Sharon Steel; Sharon Steel v. Chase Manhattan)

January 19, 1979
UV Industries announced that it would liquidate all of its assets, again to stop Posner's hostile takeover. (Sharon Steel v. Chase Manhattan)

(See also: New York Times, February 26, 1979, and November 27, 1979, for additional commentary about the fight over the control of UV Industries, and its $306 milion in cash assets)

March 29, 1979
UV Industries sold its Federal Electric subsidiary to Reliance Electric for $345 million in cash. On February 2, 1979, UV had announced to its shareholders its intended action to sell its subsidiaries and liquidate its assets. On March 26, 1979, the shareholders approved the intended actions. (Sharon Steel v. Chase Manhattan)

October 2, 1979
UV sold its oil and gas properties to Tenneco Oil Company for $135 million in cash. (Sharon Steel v. Chase Manhattan)

Sharon Steel

November 27, 1979
UV Industries sold the United States Fuel mine at Hiawatha, and the Utah Railway, along with other assets, to Sharon Steel Company in November 1979. UV Industries had been holding talks earlier with Reliance Group, but those talks broke down. A group of railroad employees had hoped to be able to buy the railroad. The announced sale brought those hopes to an end. (Deseret News, November 27, 1979)

November 26, 1979
Sharon Steel Corporation, a subsidiary of NVF Company, controlled by Posner, purchased the remaining assets of UV Industries, after a bidding contest between Sharon Steel and The Reliance Group, controlled by Saul Steinberg. Included in the sale were Mueller Brass Company, United States Fuel Company, and Utah Railway Company, along with UV's other mining properties. The sale was for $518 million, which included $107 million in cash and $411 million in Sharon Steel junk bonds that were set to mature in 2000, but which were valued at the time at 86 percent, or $353 million. (McGinty; United States v. Sharon Steel; Sharon Steel v. Chase Manhattan)

NVF Company was formerly known as National Vulcanized Fiber Company. (New York Times, April 15, 1979)

1979-1988
In the 1979 to 1988, Posner was subject to Securities and Exchange Commission investigation and suit for his investment activities.

1982-1983
U. S. Fuel lost $4 million during 1982. The April 1983 Thistle slide forced U. S. Fuel to postpone its call back of 289 workers until July 1st. Survival of the company depended on a production figure of 20 tons per man shift. (Coal Age, Volume 88, number 6, June 1983, p. 33, "Coal in Brief, Utah Mudslide")

1987
United States brought suit against Sharon Steel for it to clean up the Midvale smelter site. Opening arguments were heard on April 10, 1987. A week later, Sharon Steel filed for Chapter 11 bankruptcy. (United States v. Sharon Steel)

April 17, 1987
Sharon Steel declared Chapter 11 bankruptcy. (Mueller Industries, SEC Form 10K, 1993; Wall Street Journal, July 19, 1988, p. 10)

1988
Posner pleaded "no contest" to the SEC charges and investigation, setting the stage for the reorganization of his Sharon Steel company.

December 30, 1988
United States Fuel Company laid off 66 miners because of reduced amounts of coal going to Nevada Power, and to the Intermountain Power Plant at Delta. The reduction would shut down King No. 6, leaving King No. 4 as the only operating mine of United States Fuel. Each of the mines used a continuous, longwall mining machine to produce its coal. (Salt Lake Tribune, December 24, 1988, p. 6B)

Mueller Industries/Arava Natural Resources

December 28, 1990
Sharon Steel was reorganized as Mueller Industries, a new corporation incorporated in Delaware for the purpose on October 31, 1990. Sharon Steel sold its steel business to Sharon Steel Specialties Company, retaining all of its other non-steel properties. The now-smaller Sharon Steel then merged with the new Mueller Industries, a name selected to reflect the now-dominant Mueller Brass interests. The new company's assets included all of the former Mueller Brass Company, along the assets of United States Fuel Company, Utah Railway Company, and all of the other former USSR&M mining properties and natural resource assets. All assets other than those of Mueller Brass were placed under the umbrella of a new company titled Arava Natural Resources Company, of which United States Fuel and Utah Railway were direct subsidiaries. (Mueller Industries, SEC Form 10K, 1993)

December 28, 1990
U. S. Fuel parent Sharon Steel was merged with Mueller Industries, a 100 percent-owned subsidiary, with Muller Industries being the surviving corporation.

March 1993
United States Fuel Company stopped producing coal from its Hiawatha mine (King No. 4), the last of its operating coal mines. In 1994 the company completed negotiations to sell its 12,700 acres of coal property (10,000 owned and 2,700 leased), but by 1995 the sale was not yet completed. The sale was completed in 1997. (Mueller Industries, SEC Form 10K, 1995, 1996, and 1997)

Genesee and Wyoming, Incorporated

August 28, 2002
Mueller Industries sold its Utah Railway subsidiary to Genesee and Wyoming Inc. for $55.4 million. (Mueller Industries, SEC Form 10Q, 3rd Qtr. 2002)

Sources

DiBartolomeo, Kim. Mergers and Acquisitions.

McGinty, Park. Twilight of Fiduciary Duties: On the Need For Shareholder Self-Help in an Age of Formalistic Proceduralism

Mueller Industries. Form 10K annual reports to Securities and Exchange Commission. 1993 through 2002.

Sharon Steel Corp. v. Chase Manhattan Bank, N.A., United States Court of Appeals for the Second Circuit, Case 691 F.2d 1039, 1982

United States v. Sharon Steel Corp., District Court of Utah, Case No. C-86-0924, August 18, 1987

Watkins, Thayer. Summary of Benjamin Stein's License To Steal: The Network of Junk Bond Financiers.

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