operations as a motor-vehicle common carrier (a) of general commodities, with exceptions, over regular routes, approximately 190 miles, between Worcester and Providence via Farnumsville, Uxbridge, and Slaterville, and also via Woonsocket and Ashton, R. I., between Uxbridge and Boston via Milford and Framingham, and also via Medfield and Dedham, Mass., between Worcester and Danielson via Larnedville, Webster, and Putnam, and between Putnam and Slaterville via Chepachet, serving numerous intermediate and off-route points, and (b) of textile machinery, materials, supplies, and equipment, over irregular routes, between designated points in Massachusetts, Rhode Island, Connecticut, and New York, and of paper bags, twine, rope, and clothes pins, between Boston and Pawtucket and Providence, R. I. Emmott's regular routes duplicate those of Valley principally between Worcester and Danielson, between Worcester and Providence, between Putnam and Slaterville, between a point on Massachusetts Highway 9 north of Framingham and Boston, and between Dedham and Boston, approximately 130 route miles. The merger proposed was approved by applicants' stockholders on September 18, 1939. Under the terms thereof, Valley would acquire all assets and assume all liabilities of Emmott, stock of the latter would be surrendered for cancelation, and its corporate existence would be terminated. It is also proposed, upon approval and consummation of the merger, to change the name of the surviving company, by charter amendment, to Emmott-Valley Transportation Company, Inc. Appropriate advice of such change in name, when effected, should be filed with us. Valley's balance sheet as of October 31, 1939, shows assets aggregating $56,040, consisting of: Current assets $16,630, principally accounts receivable $13,084; carrier operating property, including 24 motor vehicles, less depreciation, $32,342; and deferred debits $7,068. Liabilities were: Current liabilities $31,537; equipment obligations $8,546; capital stock $10,000; and earned surplus $5,957. Income statements for 1937, 1938, and the first 10 months of 1939 show deficits of $1,116 and $790 and net income of $8,157, respectively. Emmott's balance sheet as of October 31, 1939, shows assets aggregating $18,118, consisting of: Current assets $6,432, principally accounts receivable; carrier operating property, including 12 motor vehicles, less depreciation, $10,434; and deferred debits $1,252. Liabilities were: Current liabilities $13,068; equipment obligations $3,147; capital stock $10,000; and surplus (debit balance) $8,097. Income statements for 1937, 1938, and the first 10 months of 1939 show deficits of $374 and $83 and net income of $1,667, respectively. Pro forma balance sheet of Valley, giving effect to the proposed merger as of October 31, 1939, shows assets aggregating $70,220, con sisting of: Current assets $19,123, principally accounts receivable $15,798; carrier operating property, including 36 motor vehicles, less depreciation, $42,776; and deferred debits $8,321. Liabilities were: Current liabilities $40,667, principally accounts payable $15,277, and notes payable $15,849; equipment obligations $11,693; capital stock $10,000; and surplus $7,860. As previously indicated, Valley and Emmott are commonly controlled. They have common officers and directors and, so far as practicable, have used the same employees and terminal facilities. Maintenance of separate corporations, however, has caused inconvenience to the shipping public in the matter of handling accounts; and the parties have had difficulty in properly allocating expenses where common facilities are used. This situation would be remedied by the merger, duplicate operations between common terminal points would be eliminated, compliance with our regulations would be facilitated, and trac ing of shipments would be simplified. Service would be otherwise improved through elimination of necessity for interchange at Uxbridge, Providence, Worcester, and Boston. Economies, estimated at $2,000 annually, are anticipated through consolidation of solicitation and advertising expenses, tariffs, insurance, accounting, and annual reports. The merger is in line with our policy to encourage corporate simplification. We find that merger of the operating rights and property of Emmott Transportation Company, Inc., into Valley Transportation Company, Inc., for ownership, management, and operation, including the right to certificate covering rights confirmed in No. MC-40031, herein authorized to be unified with rights otherwise confirmed in Valley Transportation Company, Inc., with duplications eliminated, upon the terms and conditions above set forth, which terms and conditions are found to be just and reasonable, will be consistent with the public interest, and that the conditions of section 213 have been or will be fulfilled. An appropriate order will be entered. 35 M. C. C. No. MC-F-784 1 BOYLE BROTHERS, INC.-CONTROL-SPEEDWAY TRANSPORTATION COMPANY, INC. Submitted December 20, 1939. Decided December 28, 1939 Purchase by Speedway Transportation Company, Inc., of operating rights and property of Michael J. Boyle, doing business as Speedway Transportation Company, and acquisition by Boyle Brothers, Inc., of control of Speedway Transportation Company, Inc., and Stubenvoll Trucking Corporation, by purchase of capital stock, approved and authorized. Guy K. Stewart for applicant and interested parties. REPORT OF THE COMMISSION DIVISION 4, COMMISSIONERS PORTER, MAHAFFIE, and MILLER BY DIVISION 4: Exceptions were filed by rail-carrier protestants to the order recommended by the examiner to whom the matters were referred. Subsequently protestants advised by letter that they no longer opposed the applications. Boyle Brothers, Inc., of Newark, N. J., by applications filed January 26 and February 3, 1939, seeks authority under section 213, Motor Carrier Act, 1935, to acquire control of Speedway Transportation Company, Inc., of Philadelphia, Pa., and Stubenvoll Trucking Corporation, of Newark, hereinafter called Speedway and Stubenvoll, respectively, by purchase of capital stock. Applicant, a New Jersey corporation, is jointly controlled through stock ownership by John Boyle, president, and Stephen Boyle, secretary-treasurer. On February 16, 1939, in No. MC-65527, issuance of a permit to it under the "grandfather" clause was authorized, covering operations in interstate or foreign commerce as a motor-vehicle contract carrier, over irregular routes, (1) of building material and supplies, insulating material, gypsum, gypsum products, sprinkler systems, plumbing and heating equipment and supplies, and metal products, between New York City, Newark, and points within 15 miles of the latter, on the one hand, and, on the other, points in Connecticut, in New Jersey, in 23 specified counties in eastern Pennsylvania, and in New York south and east of a line formed by New York Highway 7 This report also embraces No. MC-F-791, Boyle Brothers, Inc.-Control-Stubenvoll Trucking Corporation. and U. S. Highway 11, and (2) of brick and tile from points in Middlesex County, N. J., to Philadelphia and points in the above-described portion of New York. Applicant's balance sheet as of December 31, 1938, shows total assets of $56,974, consisting of: Current assets $39,152, principally cash and accounts receivable; carrier operating property, including approximately 24 vehicles, less depreciation, $15,386; and prepaid insurance $2,436. Liabilities were: Current liabilities $59,895, including accounts payable $14,981 and notes payable $34,444; equipment obligations $13,925; capital stock $1,000; and earned surplus (debit balance) $17,846. Income statements for 1936, 1937, and 1938 show deficits of $1,186, $995, and $6,532, respectively. No. MC-F-784-Pursuant to agreement of August 8, 1935, applicant, through a nominee, Michael J. Boyle, purchased from one Paul J. Thompson, for $3,000, four motor vehicles and the operating rights hereinafter described. It is stated that the vehicles were worthless. The purchase was in the name of a nominee in order, allegedly, to avoid delay incident to qualifying applicant to conduct intrastate operations in Pennsylvania. On February 18, 1939, in No. MC-65528, issuance of a permit under the "grandfather" clause to Michael J. Boyle, doing business as Speedway Transportation Company, was authorized, covering operations in interstate or foreign commerce, as a motor-vehicle contract carrier, over irregular routes, of building materials, except lumber, hardware, and steel, between Philadelphia, on the one hand, and New York City and points in New Jersey and Delaware, on the other. Speedway was incorporated in Pennsylvania on December 22, 1936, to take over the operating rights and property of Michael J. Boyle. It has authorized and outstanding 100 shares of capital stock, par value $100 each, 98 of which have been issued to Michael J. Boyle, as applicant's nominee, in exchange for the operating rights and property. Authority is sought in application pending in No. MC-FC-11409 to substitute Speedway in lieu of Michael J. Boyle with respect to the latter's rights as confirmed in No. MC-65528; and authority is sought herein for the transfer to applicant, without additional consideration, of the 98 shares of Speedway's stock now nominally held by Michael J. Boyle. It appears that the original purchase of the considered property by Michael J. Boyle as nominee of applicant was prior to the effective date of section 213 of the act. It further appears that the properties have been transferred to Speedway and its stock issued to Michael J. Boyle as nominee of applicant, which transaction occurred unlawfully subsequent to the effective date of that section. Compare Atchison, T. & S. F. Ry. Co.-Control-Santa Fe Trail Transp., 15 M. C. C. 469. As the substitution involved in No. MC-FC-11409 and acquisition of stock are in reality one transaction, involving acquisition of stock control of a motor carrier by applicant, the matter is subject to our jurisdiction under section 213. Speedway's balance sheet as of December 31, 1938, shows total assets of $28,839, consisting of: Current assets $7,570, composed of cash $1,815 and accounts receivable $5,755; carrier operating property, including approximately 14 vehicles, less depreciation, $17,618; and prepayments $3,651. Liabilities were: Current liabilities $15,194, principally accounts payable and accrued salaries; capital stock $10,000; and earned surplus $3,645. Its income statements for 1937 and 1938 show net incomes of $3,259 and $386, respectively. No. MC-F-791.-Stubenvoll was incorporated January 20, 1936, in New Jersey, for the purpose of taking over the motor-vehicle operating rights and property of John G. Stubenvoll, pursuant to agreement of January 17, 1936, as supplemented January 22, 1936. Its outstanding capital stock consists of 50 shares, par value $100 each, of which 10 were issued to John G. Stubenvoll, president, in exchange for his operating rights and property, 39 were issued to John Murphy, nominee for applicant, and 1 was issued to another such nominee as a director's qualifying share. The stock held by Murphy was issued for 2 motor vehicles valued at $3,000 and a shipper's contract, all of which were supplied by applicant. The agreements provide that John G. Stubenvoll shall be employed as general manager of Stubenvoll at a salary of $40 per week, that he shall be entitled to 20 percent of any additional capital stock which may be issued, and that Stubenvoll shall assume obligations of $700 against his motor vehicles. Authority is sought herein to transfer to applicant, without additional consideration, the 40 shares of Stubenvoll's stock now held by the nominees. When Stubenvoll was organized and a majority of its capital stock was issued to nominees of applicant, the control thus effectuated in the latter was in violation of section 213. While such violation and that described in connection with the transaction in No. MC-F-784 are not to be condoned, they are not here deemed to be of such character as to require denial of the applications, particularly as they occurred in the early days of regulation under the act and prior to decision in Potashnick Truck Serv., Inc.-Control-Bryant Truck Lines, 5 M. C. C. 723. On January 6, 1939, in No. MC-35468, issuance of a permit to Stubenvoll under the "grandfather" clause was authorized, covering operations in interstate or foreign commerce, as a motor-vehicle contract carrier, over irregular routes, of roofing material, supplies and equipment used or useful in the installation of roofing, wallboard, and insulation boards and sheets, advertising-display materials, and plas |