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California Western Railroad, Inc.

This railroad has operated since 1885, from the California coastal town of Fort Bragg through the mountains to Willits, where it brought lumber from the owner’s mill. Its nickname, “the Skunk Train,” came when the original steam engines were replaced by smelly gas motors.

A group of Fort Bragg residents purchased the railroad in 1996 and operated it primarily for tourists. The new owners decided to raise capital for improvements, by offering shareownership on a broader basis.

The railroad filed a Regulation A offering with the federal Securities and Exchange Commission, for a $4.6 million maximum amount. The markets were principally other Fort Bragg residents and the avid fans of the Skunk Train. An additional market was the broader group of railroad hobbyists.

Permission of the California Public Utilities Commission was a major step in the process. In return, this approval put the offering within a securities filing exemption in each of the states for an offering by a regulated railroad.

The railroad went through many difficulties during the offering period. Weather caused stoppages while repairs were made. The local lumber mill was on again, off again in its operation and shipping. Connection with a long-distance railroad went off-line. There were management changes.

The ongoing offering had to adapt to these events. With amendments being made to the offering circular, the marketing continued for nearly three years. The amount raised was less than expected. However, most other sources of capital would have been shut out completely by any one of the negative events.