To get a $3.75 million loan from a Swiss bank, Auto-Train Corp. had to pay a stiff finder's fee to a London bank and pledge as collateral virtually all its stock in a newly formed rail-car repair subsidiary, the financially troubled Washington raiload disclosed in a report to the Interstate Commerce Commission.
Auto-Train will pay British Bancorporation Ltd. fees totaling 2 percent of its loan and also must give the British firm the right to buy enough stock to make it Auto-Train's biggest share holder, according to the ICC filing.
The ICC documents and reports filed with the Securities and Exchange Commission provide new details of the financial difficulties of Auto-Train and the company's plans for raising additional funds.
The keystone of Auto-Train's fiscal survival strategy is Railway Services Corp., the rail-car subsidiary that was formed by Auto-Train last year.
Railway Services has notified the SEC of plans to sell 1.4 million shares of its stock to the public. Auto-Train officials -- who also head Railway Services -- never had made public the SEC filing, but copies were obtained yesterday from the government agency.
The offering proposal calls for selling 41 percent of Railway Services to public investors for a total of $4.6 million. Another 3 percent of Railway Services' stock also could be offered to the public under certain circumstances.
Auto-Train will continue to own at least 56 percent of Railway Services but already has agreed to mortgage most of its shares of the new company. As collateral on a loan from Banque Keyser Ullmann En Suisse, Auto-Train pledged 55 percent ownership of Railway Services, the company told the ICC.
The other unusual conditions of the Swiss loan are the finder's fees to be paid to the British bank, which will get 2 percent of the loan (about $70,000) in cash for "services in arranging funding."
British Bancorporation also will get a warrant to buy 200,000 shares of either Auto-Train or its new subsidiary. If the bank were to buy 200,000 shares of Auto -Train, it would become the railroad's biggest investor. The biggest stockholder now is Auto-Train Chairman Eugene K. Garfield, who owns about 116,000 shares, or 6 percent, of the stock.
The Swiss bank loan is the first step in Garfield's plan for bringing Auto-Train back from the brink of bankruptcy. The second step is the planned sale of stock in Railway Services, which will net about $3.1 million for Auto-Train and $1.875 million for the subsidiary's own operations. Auto-Train also has applied for a loan from the Federal Railroad Administration to pay for maintenance on its equipment and is seeking other funds from private investors.
Auto-Train has submitted an application to the ICC seeking permission to borrow the $3.75 million from the Swiss bank, but the railroad claims in the application the ICC has no jurisdiction over the transaction. The ICC regulates the financing of railroads, but Auto-Train contends its loan is exempt.
The ICC, however, is expected to use its regulatory leverage to force Auto-Train to use a large part of the Swiss loan to pay refund to customers who cancelled reservations on the train that carries cars and people between suburban Lorton and Sanford, Fla. The company owes an estimated $450,000 to customers and has been accused by the ICC of improperly using the customers' money to pay its other debts.
The rail regulatory agency has ordered Auto-Train to pay refunds more promptly and last months went into federal court here to force the railroad to pay $500,000 into a special bank account for refunds.
The ICC in the past has been reluctant to get tough with Auto-Train for fear that it might put the railroad out of business, but now the agency is under pressure from Rep. Bob Eckhardt (D-Texas). Eckhardt is chairman of a House oversight committee and a leading opponent of the Icc's plans to deregulate the railroads.