Conrail Sale Amendments Act of 1985

(Measure passed Senate, amended, roll call #12 (54-39))

Conrail Sale Amendments Act of 1985 - Declares it is the purpose of the Congress to return the Consolidated Rail Corporation (Conrail) to the private sector by implementing the Plan of the Secretary of Transportation (the Secretary) to sell the Federal interest in Conrail common stock.

Title I: Amendments to the Regional Rail Reorganization Act of 1973 and the Northeast Rail Service Act of 1981 - Amends the Regional Rail Reorganization Act of 1973 to terminate the authority of the United States Railway Association (the Association) to purchase Conrail securities when the sale of the Federal interest in Conrail common stock has been consummated. Makes such Act inapplicable to Conrail after the sale of the Federal interest in Conrail common stock has been consummated. Makes specified provisions of such Act still applicable to Conrail under certain conditions.

Directs the Secretary to implement the Plan to sell Conrail common stock to the Norfolk Southern Corporation. States that such implementation, and the coordinated operation of Conrail's properties with those of Norfolk Southern Corporation and its affiliates as a single rail system, are deemed approved by the Interstate Commerce Commission.

Directs the Secretary to implement the Secretary's Plan by performing specified Definitive Agreements which shall conform substantially with the Memorandum of Intent between the United States and Norfolk Southern Corporation signed February 8, 1985 (the Memorandum).

Directs the Secretary to transmit to certain congressional committees: (1) notification of any alteration from such Memorandum 45 calendar days before the date on which the Secretary anticipates that the Federal interest in Conrail common stock will be sold to the Norfolk Southern Corporation; and (2) notification of any intent to waive compliance with any substantive covenant, agreement, or obligation contained in the Definitive Agreements. Prohibits the Secretary from: (1) waiving such compliance until 45 calendar days have expired after the date of such transmittal; and (2) transferring the Federal interest in Conrail common stock except concurrently with a divestiture by Norfolk Southern Corporation of rail assets and rights approved by the Attorney General.

Repeals provisions which allow the sale of Conrail common stock to other railroads or to certain railroad employees.

Authorizes the Secretary to recapitalize Conrail in such a way that the Federal interest in any debt or preferred stock is cancelled and contributed to the Corporation's capital.

Sets forth guidelines under which the Norfolk Southern Corporation may bring suit against the United States for breach of specified representations.

Provides protective labor conditions under specified arbitration provisions to certain personnel whose employment is adversely affected by the sale of the Federal interest in Conrail common stock.

Grants preferential hiring rights for any vacancy on any Norfolk Southern Corporation rail subsidiary to: (1) any qualified railroad employee who is deprived of employment by the implementation of the Secretary's Plan; and (2) any employee of Norfolk and Western Railway Company, Southern Railway Company, or Conrail who is deprived of employment by the implementation of the Secretary's Plan, and who is qualified at the entry level without regard to craft or class or specified employee protection laws. Retains the seniority rights of such employees to return to their original craft or class whenever a vacancy occurs.

Amends the Northeast Rail Service Act of 1981 to confer jurisdiction upon a special Federal district court (established by the judicial panel on multi-district litigation) to hear civil actions relating to: (1) the Conrail Sale Amendments Act of 1985; (2) enforcement of the Secretary's Plan or the Definitive Agreements (pertaining to the Conrail sale); (3) the value of the interest in Conrail Equity Corporation preferred stock of the Conrail Employees Stock Ownership Plan (ESOP) and related trusts; and (4) certain aggrieved parties who filed a complaint with the Secretary. Authorizes any party who suffers direct economic injury as a result of an alleged violation of a covenant contained in the Definitive Agreements to file a complaint with the Secretary seeking enforcement of such covenant.

Directs the Secretary to investigate such complaint under certain procedural guidelines.

Provides that, with certain exceptions, no persons connected with the Conrail ESOP shall be subject to any fiduciary obligation or fiduciary civil liability for actions pertaining to the Secretary's Plan or disposition of Conrail Equity Corporation assets.

Deems as qualified under the Internal Revenue Code any Conrail ESOP maintained or adopted in implementing the Secretary's Plan.

Title II: Technical and Conforming Amendments - Makes technical and conforming amendments to various laws affected by this Act.

Title III: Miscellaneous Provisions - States that Conrail's status as a common carrier is not affected by the sale of the Federal interest in Conrail common stock.

Requires the Definitive Agreements to contain a binding commitment by the Norfolk Southern Corporation to continue to operate Conrail in full compliance with the recycled materials provisions of Federal law.

Amends Federal law to provide procedural guidelines under which the Interstate Commerce Commission is directed to process complaints from Midwest Regional Rail Carriers regarding the diversion of certain railroad freight revenues to Norfolk Southern/Conrail due to alleged anticompetitive practices resulting in the loss of essential rail services.

Requires the Secretary to submit to certain congressional committees an annual report setting forth certificates of compliance by the Norfolk Southern Corporation and Conrail with the covenants contained in the Definitive Agreements.