Restriction in prior findings, 25 M. C. C. 723, that purchase price should not exceed $15,000, was made because amount of consideration was indefinite and basis of payment vague and uncertain. Upon the filing of petition on revised terms showing actual amount to be paid and definite terms of payment, the findings were modified to permit parties to increase purchase price to $25,000. Consolidated Freightways, Inc.-Lease-Montana Transport, Inc., 526 (526, 527). Inasmuch as applicant, as result of authority granted to purchase certain operating rights of vendor, may purchase rights over only a portion of route covered by original contract, it will no longer be in a position to maintain schedules or to make payments for rights on basis of original contract. Therefore, these provisions were not approved and findings required that purchase price shall not exceed $5,000, payable within 2 years, upon terms otherwise satisfactory to parties. Washington Motor Coach Co., Inc.-Purchase-Auto Interurban Co., 627 (633).

Purchase of operating rights under contract providing that applicant, at vendor's option, would purchase latter's equipment at fair market value as of date of consummation, approved on condition that findings should not be construed as authorizing payment in excess of net depreciated book value as of date of consummation. Gulf Transport Co.-Purchase-Crane, 699 (701).

The increase in fixed charges resulting from increase in purchase price of vendor's properties to include a new motor vehicle, acquired in exchange for old vehicle after execution of agreement but as provided for therein, at depreciated value of vehicle on date of consummation of transaction, was not inconsistent with public interest. Georgia Stages, Inc.-Purchase-Toms, 736 (738).

The increase in applicant's fixed charges resulting from part payment of purchase price in cash with balance evidenced by 25 promissory notes of $200 each, due monthly, bearing interest at 3 percent per annum, with privilege of accelerating payments, was not contrary to public interest. Watt-Purchase-Pilgrim Motor Service, Inc., 755 (757).

While price paid for lease, intangibles, or property was high, possibilities of purchases involved were found to warrant approval of the application: Herrin Transp. Co.-Purchase-Coleman, 88 (91); Horlacher Delivery Service, Inc.— Purchase-Parker, 149 (152); Interurban Bus Corp.-Control-Eastern Capitol Lines, Inc., 507 (518); Kittrell-Control-Dixie Motor Coach Corp., 25 (28); Pacific Motor Trucking Co.-Control-Pacific Truck Exp., 353 (358); Penn Ohio New York Exp. Corp.-Purchase-Tri-Service Motor Lines, Inc., 305 (308); T. S. C. Motor Freight Lines, Inc.-Purchase-Merchants' Fast Freight Service, Inc., 238 (243).

PROCEDURE. See HEARING (FURTHER HEARING). PUBLIC INTEREST. See also COMPETITION (UNDUE RESTRAINT); ConsoliDATION AND CONTROL; CONVENIENCE AND NECESSITY; DUAL OPERATION; PURCHASE; RAIL-AND-MOTOR; SERVICE (ADEQUATE TRANSPORTATION). Recognizing its obligation to the public, with respect to issuance of securities by companies subject to its jurisdiction, and the fact that applicant's prospective security holders were desirous of assisting in the present situation and should be permitted to do so, the Commission was unwilling, on the basis of applicant's present assets, past earning record, and future prospects, to authorize issuance of securities, any part of which was likely to be placed in the hands of third parties without notice. Therefore, authorization of issue was conditioned to preclude notes being negotiable. Keeshin Freight Lines, Inc.-Notes, 119 (126-127).

The jurisdiction of the Commission over foreign motor carriers extends only to services performed in the United States and consummation of the proposed consolidation of the operating rights of two Canadian motor carriers, operating within the States of New York and Michigan, respectively, into one Michigan carrier

for ownership, management, and operation, would not be against the public interest. Direct-Winters Transport-Consolidation, 489 (493).

Under proposed transaction whereby Columbia Terminals Co. would transfer all its contract-carrier rights to a separate corporation formed for that purpose, dual operations formerly conducted by a single entity, consistent with the public interest within the meaning of sec. 210, would thereafter be performed by separate companies under common control. To that extent, the proposal was not in accordance with the policy of the Commission to encourage corporate simplification but afforded a practicable solution for elimination of continued conflict with the Missouri authorities and otherwise was consistent with the public interest and was approved. Columbia Motor Service Co.-Purchase-Columbia Terminals Co., 531 (534-535).

Subsequent to denial of application to acquire control of Peninsula Transit Corp., prior report 5 M. C. C. 394, applicant's policies have been directed by the Greyhound Corp. wholly independent of railroad control and influence. Therefore, at the further hearing, following 25 M. C. C. 109, it was necessary only that applicant prove that the transaction was consistent with the public interest. Richmond-Greyhound Lines, Inc.-Control-Peninsula Transit Corp., 555 (556). In view of the finding that preservation of competition in order to prevent monopoly required denial of application, it was unnecessary to make any finding as to the claimed public benefit that would result from proposed acquisition of control. Id. (559-560).

PURCHASE.

Conditional Authority with Respect to

Agreements: See AGREEMENTS. Prices: See PRICES. Construction and Interpretation: See CONSTRUCTION AND INTERPRETATION (PURCHASE); PARTIES (APPLICANTS). Contracts: See CONTRACTS. Dual Operating Rights: See DUAL OPERATION. Equivalent to Construction: See CONVENIENCE AND NECESSITY (EXTENSION OF LINE). Exemption Provisions: See EQUIPMENT (TWENTY VEHICLES OR LESS). Operating Rights: See PROPERTY AND/OR OPERAting Rights, this heading. Prices: See PRICES.

Property and/or Operating Rights: See also AGREEMENTS (PURCHASE AND/OR SALE); COMPETITION (UNDUE RESTRAINT); CONSOLIDATION AND CONTROL (PURCHASE).

Purchase of a potential right to operate in interstate or foreign commerce is not a matter which the Commission may authorize under sec. 213, and further, any potential right which vendor may have had to conduct operations in interstate or foreign commerce over the considered route, under the second proviso of sec. 206 (a), was forfeited upon transfer of the basic intrastate rights to applicant. Crescent Stages, Inc.-Purchase-Mount Pinson Transfer Co., Inc., 17 (20).

Purchase authority granted by the Commission is permissive only and the question of ownership of operating rights, pending in litigation, is a matter for settlement between the parties or by the courts. Applicant having proceeded in the required manner to request permission to effect the purchase, it is not for the Commission to assume that authority therefor, if granted, would be futile. English-Purchase-Isom, 49 (51).

Vendor Young operated under two State certificates, one acquired from Black Hills Transp. Co. and one from Flamming Motor Exp. Co., conducting operations over route that connected the routes of these two companies which were under common control and management. Neither company, both operating in more than one State, was lawfully qualified to conduct operations under the second proviso of sec. 206 (a). The transfer to Young of the rights proposed to be sold to applicant was for the purpose of enabling Black Hills to conduct interstate opera

tions over considered route without applying for a certificate under sec. 207, which
necessitated proof of public convenience and necessity. Young filed application
for registration under the second proviso of sec. 206 (a) but it followed that at no
time had any of the parties been lawfully entitled to engage in interstate or foreign
commerce under such proviso and hence Young's alleged rights did not represent
motor-carrier properties the transfer of which could be authorized under sec. 213.
Wilson Storage & Transfer Co.-Purchase-Black Hills Transp. Co., 67 (69-71).

In authorizing a purchase under sec. 213, the issue is whether transfer to appli-
cant of vendor's operating rights is consistent with the public interest, and not
whether it is required by the public convenience and necessity. It must be borne
in mind that no creation of operating rights is proposed but only the transfer of
existing rights to new ownership. A change in ownership which will enable
existing rights to be used in a way that will produce better service can hardly be
found to be inconsistent with the public interest. Horlacher Delivery Service,
Inc.-Purchase-Parker, 149 (153).

Vendors' routes proposed to be purchased by applicant were not adjacent to
lines of railway with which applicant was affiliated and therefore proof required
under the proviso of sec. 213 (a) (1), that service be auxiliary or supplementary
to rail service, was impossible. In an effort to avoid the applicability of this
proviso, applicant amended its articles of incorporation and reissued stock under
trust indenture. In view of various restrictions placed on applicant's action as a
corporation and on holders of voting stock, the plan failed to divest the railway
of control over applicant and was ineffective to vest in applicant's president com-
plete control or power to exercise control although, under plan, he acquired 60
percent of applicant's stock and majority representation on applicant's board of
directors. Motor Transport Co.-Purchase-F & H Truck Lines, Inc., 163
(170-172).

Retention by vendor of dominion over applicant's properties after consummation
of the purchase, and over the free disposition of its operating rights to some other
purchaser, was inconsistent with the nature of a purchase transaction within the
meaning of sec. 213. Southeastern Stages, Inc.-Purchase-Central of Georgia
Motor Transport Co., 203 (205).

While applicant proposes to issue 1,380 shares of its capital stock in exchange
for operating rights and properties of vendors, approval of the application to
purchase does not authorize the issuance of stock if such proposed issuance re-
quires prior authorization from the Commission. Wilson Storage & Transfer
Co.-Purchase-Flamming Motor Exp., Inc., 231 (232, 233, 234).

Authority to purchase vendor's alleged rights to operate under second proviso of
sec. 206 (a) between Alexandria and Shreveport, La., over U. S. Highway 71,
denied when proof failed to establish that vendor had exercised such right prior
to assumption by applicant of vendor's operations under temporary authority
granted under sec. 210a (b). A potential right to conduct motor-carrier operations
under such proviso does not represent motor-carrier property which may be the
subject matter of acquisition under sec. 213, and any operations conducted over
the route by applicant may not be imputed to vendor so as to bring into existence
any operating rights in vendor's behalf. T. S. C. Motor Freight Lines, Inc.-Pur-
chase-Merchants' Fast Freight Service, Inc., 238 (239-240).

To consummate the proposed purchase, which did not require approval under
sec. 213, applicant, an inactive corporation organized to take over the motor-
carrier properties of vendor, was not a motor carrier nor a carrier or a person
controlling or controlled by a carrier, should file appropriate application under
sec. 212 (b) to be substituted in lieu of vendor in the latter's "grandfather"
application. C. O. Bonner, Inc.-Purchase-Bonner, 329.

Contention that vendor possessed two separable rights over considered routes,
because operations were conducted under separate State certificates and were
acquired as result of separate purchases of operating rights confirmed under
separate "grandfather" orders of the Commission, was based in part on adminis-
trative mechanics of the Commission. Such administrative handling was purely
ministerial and did not change the essential nature of the unification accomplished
under sec. 213. The words "with duplications eliminated" were omitted in
the second purchase authorization, an early case. However, this phrase was
not included in the early cases but, when it became apparent that some carriers
were viewing duplicate rights purchased as separate rights which might later be
sold, division 5 included the phrase and division 4 has continued the use. The
purpose of using the phrase is merely to describe what actually transpired,
whether or not such language was included, namely, unification of the proper-
ties involved. Southwestern Transp. Co.-Purchase-Johnson, 437 (441).

The Commission has uniformly viewed the consummation of a purchase,
merger, or consolidation transaction authorized under sec. 213 as effecting,
automatically, and by virtue of the nature of the transaction itself, physical
unification of the properties theretofore in separate ownership and management
into a single ownership and operation. Id. (443).

Where vendor had no lawful right to operate in interstate or foreign com-
merce, the purchase of its other properties was not a matter requiring approval
under sec. 213. Plaza Exp. Co., Inc.-Purchase-Wisconsin Motor Exp. Co., 447.
Proposed purchases by applicant authorized on condition that purchase of
certain operating rights of Mason & Reedy Trucking Co. should not be exercised
prior to purchase of operating rights and property of Hall's Exp., Inc., or, if
exercised, the unified operating authority of applicant should not include right to
serve New Buffalo, Mich. as a point of origin or destination, with no restriction as
to interchange at that point on traffic moving over Michigan Highway 60 and
U. S. Highway 12 between New Buffalo and Detroit, Mich. Century System,
Inc.-Purchase-Hall's Exp., Inc., 613 (617-618).

It has long been the practice, when the "grandfather" application of a vendor is
pending at the time application is filed under sec. 213 for authority to purchase
such claimed "grandfather" rights, to assume that vendor is a motor carrier
within the meaning of sec. 213 and the definition in sec. 203 (a) (16), generally
without actual proof in the sec. 213 proceedings that such vendor is physically
engaged in transporting property in interstate or foreign commerce. But, when
questions arising under the "grandfather" clause have been determined in favor
of the "grandfather" application and where rights sought to be purchased have
been confirmed, these temporary reasons for assuming the motor-carrier status of a
prospective vendor under sec. 213 are no longer present. Crichton-Purchase—
C. Lewis Lavine, Inc., 661 (663).

It was unnecessary to determine whether vendor was a motor carrier when
applicant was neither a motor carrier nor person controlling or controlled by a
carrier. Transohio Motor Freight, Inc.-Purchase-Zuhars, 749.

A purchase of operating rights only, without physical properties, was a unifica-
tion of operating rights within meaning of sec. 5 (2) (a), and not a transaction
which may be consummated by transfer of vendor's certificate under sec. 212 (b).
Yellow Truck Lines, Inc.-Purchase-F & H Truck Lines, Inc., 773 (776–777).
AUTHORIZATIONS TO PURCHASE: American Motor Transport, Inc.: Condition in
prior findings, 25 M. C. C. 236, that a corporate unification of applicant be effected
with two other commonly controlled carriers, Brashear Freight Lines, Inc., and
M-K Express Co., eliminated upon a showing that if applicant and Brashear were
unified, applicant's assets would be seriously imperiled due to insolvency of

insurance company with which Brashear carried insurance. American Motor
Transport, Inc.-Purchase-Lewin, 41.

American Transfer Co.: Operating rights and property of Southern County
Freight Lines, authorized on conditions. American Transfer Co.-Purchase-
Southern County Freight Lines, 200.

Atlantic Greyhound Corp.: Application to purchase certain operating rights of
Clyde M. Carpenter, B. T. Harrelson, and Joel W. Wright, partners, doing
business as Inter-Carolinas Motor Bus Co., dismissed upon finding that the
partnership had no rights to operate as a motor carrier which the Commission
could authorize to be purchased under sec. 213. Atlantic Greyhound Corp.-
Purchase-Carpenter, 293.

Operating rights of Stokes Bus Line, authorized subject to condition.
Greyhound Corp.-Purchase-Stokes, 679.

Atlantic

B. & E. Transp. Co., Inc.: Operating rights of New Haven Trucking Co., Inc.,
authorized on condition. B. & E. Transp. Co., Inc.-Purchase-New Haven

Trucking Co., Inc., 181.

Bend-Portland Truck Service, Inc.: Purchase of operating rights and property
of Dean Hollinshead, authorized subject to condition. Bend-Portland Truck
Service, Inc.-Purchase-Hollinshead, 713 (715).

Blue Arrow Transport Lines, Inc.: Certain operating rights of Joseph R.
Mammina, authorized on condition. Blue Arrow Transport Lines, Inc.-
Purchase Mammina, 37.

Findings in prior report, 35 M. C. C. 37, conditionally authorizing purchase of
certain operating rights of vendor, modified to authorize purchase of additional
rights, under supplemental agreement, as substitute for a provision in original
contract restraining vendor from competing directly or indirectly with applicant
on certain traffic over duplicate segment of route, which provision was dis-
approved by Commission because it effected modification of operating authority
by contract between the parties. Blue Arrow Transport Lines, Inc.-Purchase-
Mammina, 302.

Blue Way Trailways, Inc.: Certain operating rights between Boston and New
York, of the Boston, Worcester & New York Street Ry. Co., and concurrent
purchase by latter company of certain operating rights between Boston and Spring-
field, via West Stafford, Conn., of former company, authorized. Blue Way
Trailways, Inc.-Purchase-Boston, W. & N. Y. St. Ry. Co., 763.

Bonner, Inc., C. O.: Application to purchase operating rights and property of
Claude O. Bonner, J. Edward Flynn, administrator, dismissed, as applicant, an
inactive corporation organized to take over motor-carrier properties of vendor,
was not a carrier or person controlling or controlled by a carrier and the proposed
purchase did not require approval under sec. 213. C. O. Bonner, Inc.-Pur-
-chase-Bonner, 329.

Boone Co., A. G.: Operating rights and property of Mecklenburg Transport,
Inc., authorized on condition. A. G. Boone Co.-Purchase-Mecklenburg
Transport, Inc., 55.

Boston, Worcester & New York Street Ry. Co.: See Blue Way Trailways, Inc.,
this subheading.

Bowen Motor Coaches: Certain operating rights of Joe Amberson, authorized.
Bowen Motor Coaches-Purchase-Amberson, 331.

Brown Exp.: Operating rights and property of Brown Motor Freight Lines,
Inc., authorized on conditions. Latimer-Control-Brown Exp., 453.

Bulk Haulers, Inc.: Certain operating rights of Petroleum Transit Corp.,
authorized. Clardy-Control-Bulk Haulers, Inc., 93.

Burlington Transp. Co.: Operating rights and property of Freeman Alverson,
and of Roy and Estelle Copp, and certain operating rights and property of Roy J.