stock, 3,750 shares having par value of $20 each, of Motor Freight, which is a Pennsylvania corporation. Transfer also owns all of the capital stock of Eagle Transfer Company, of Washington, D. C. Transfer's officers are Saul C. Hoffberger, president, Samuel H. Hoffberger and C. Bertram Hoffberger, vice presidents, Morton J. Hollander, treasurer, and M. S. Ferris, Jr., secretary. Its board of directors is composed of the three persons first named and Jacob H. Hoffberger, Fred Carpi, C. J. Henry, and J. L. Webb. The officers of Motor Freight are the same as those of Transfer, but its board of directors is composed of Saul C. and Samuel H. Hoffberger, F. I. Rose, R. E. Good, Henry, Webb, and Carpi. Saul C., Samuel H., and Jacob H. Hoffberger are brothers, and C. Bertram Hoffberger is a son of the last named. Rose and Good are general manager and assistant general manager, respectively, of Motor Freight. Carpi is assistant general traffic manager of the railroad, Webb is its manager of stations and motor service, and Henry is a superintendent of the Maryland division of the railroad. Thus, of the seven-member boards of directors of Transfer and Motor Freight, in each instance three are officials of the railroad. None of the officers and, with the exception of the three railroad officials indicated, none of the director of Merchants Terminal, Motor Freight, and Transfer are connected, directly or indirectly, with the railroad. The railroad controls Pennsylvania Truck Lines, Incorporated, a Pennsylvania corporation, herein called Truck Lines, of Philadelphia, and Union Transfer Affiliated Company, also a Pennsylvania corporation, herein called Union, of Philadelphia. Truck lines controls Alko2 through ownership of all its outstanding capital stock. Merchants Terminal and Motor Freight perform no service for the railroad, but Transfer performs a local pick-up and delivery service for it in Baltimore and motor-carrier service in substitution for rail service for it between certain points in Maryland and Delaware. Certain protestants contend that Motor Freight is controlled by or affiliated with the railroad so as to make applicable to this transaction the proof requirements of the proviso of section 5 (2) (b). The evidence shows that Motor Freight is controlled by Merchants Terminal and, through the latter, by members of the Hoffberger family. None of the administrative officers or employees of Motor Freight are selected by or connected with the railroad. Motor Freight is managed and operated without regard to the interests of the railroad, and on a number of occasions in the last few years the railroad and its subsidiaries have actively opposed applications of Motor Freight before this Commission and before the Pennsylvania commission for extensions 2 Under authority granted in Pennsylvania Truck Lines, Inc.-Control-Alko Exp., 5 M. C. C. 77. of its operations. Upon the evidence, we conclude that Motor Freight is not affiliated with the railroad, and that the proviso of section 5 (2) (b) is not applicable to this transaction. Compare Northland Greyhound-Pur.-Wisconsin Power & Light Co., 40 M. C. C. 295, and Central Greyhound Lines, Inc.-Control and Merger-Enders Bus Lines, Inc., 45 M. C. C. 33. OPERATIONS Under a certificate issued May 24, 1941, in No. MC-59957, Motor Freight operates in interstate or foreign commerce as a motor common carrier (a) of general commodities, over regular routes, principally (1) between Washington, D. C., and New York, N. Y., via Baltimore and Philadelphia, (2) between Philadelphia and Pottsville or Harrisburg, Pa, via Reading, Pa., (3) between New York and Harrisburg, Pa., via Allentown, Pa., (4) between Philadelphia and Harrisburg via Lancaster, Pa., (5) between Kutztown and Littlestown, Pa., via Lancaster, York, and Hanover, Pa., (6) between Baltimore and Harrisburg via York, and (7) between Baltimore and Hanover, with service to and from most intermediate points and to and from the offroute points of McSherrytown, Pa., those within 25 miles of New York City, those within 15 miles of Harrisburg, Reading, Lancaster, and York, respectively, and those within 5 miles of Pottsville; and (b) of soap, soap powders, and soap products, over irregular routes, from Baltimore to points in Adams, Berks, Cumberland, Dauphin, Franklin, Juniata, Lancaster, Lebanon, and York Counties, Pa. Transfer operates as a motor common carrier of property in territory not directly involved in the instant transaction, principally between Petersburg, Va., and New York, N. Y. Some of its operations are restricted to the performance of service auxiliary to or supplemental of rail service, and some are restricted to performance of substituted motor service for rail service. Eagle Transfer Company is authorized to operate in interstate or foreign commerce as a motor common carrier of general commodities, with exceptions, over irregular routes, between points within 20 miles of Washington. It performs a pick-up and delivery service for the railroad in the Washington area, and performs similar service for The Chesapeake and Ohio Railway Company, Richmond, Fredericksburg and Potomac Railroad Company, and the Southern Railway system. Truck Lines operates in interstate or foreign commerce as a motor common carrier of general commodities, with exceptions, over numerous regular routes, principally in Ohio and Pennsylvania, but extending into Indiana, Illinois, and Michigan, and over irregular routes in Allegheny County, Pa. Its regular routes generally parallel the rail lines of the railroad, and it may serve only points which are stations on the railroad. Alko is authorized by certificate in No. MC-59093, embracing No. MC-59093 (Sub-No. 2), issued March 29, 1941, to operate in interstate or foreign commerce as a motor common carrier of general commodities, with exceptions, over regular routes, between Pittsburgh, on the west, and Harrisburg and Lancaster, on the east, including routes (1) between Pittsburgh and Harrisburg via Irwin, Johnstown, Hollidaysburg, and Lewistown, Pa., (2) between Irwin and Lancaster via Bedford, Chambersburg, Gettysburg, and York, Pa., (3) between Cumberland and Lewistown via Bedford, Hollidaysburg, Altoona and Bellefonte, Pa., (4) between Hagerstown, Md., and Chambersburg via Greencastle, Pa., (5) between Greencastle and Gettysburg via Waynesboro, Pa., and Emmitsburg, Md., (6) between York and Harrisburg via Newberrytown, Pa., and (7) between Lancaster and Harrisburg via Elizabethtown, serving most intermediate points, subject to certain restrictions, and with service authorized over the Pennsylvania Turnpike between Middlesex and Irwin, for operating convenience only. On December 29, 1941, in No. MC-59093 (Sub-No. 3), a certificate was issued to Alko authorizing similar operations over a regular route between the Blue Mountain Toll Gate of the Pennsylvania Turnpike and Chambersburg, over Pennsylvania Highways 944, 433, and 333, serving no intermediate points. On May 5, 1942, in No. MC-59093 (Sub-No. 4), a certificate was issued to Alko authorizing similar operations over regular routes (1) between Waynesboro and Chambersburg over Pennsylvania Highway 313, (2) between Waynesboro and Greencastle over Pennsylvania Highway 16, (3) between Tyrone and Bellefonte, Pa., over U. S. Highway 220, and (4) between Martha Furnace and Potters Mills, Pa., over U. S. Highway 322, serving no intermediate points on these four routes. Alko's Pennsylvania intrastate certificates authorize operations in intrastate commerce broader in scope than its operations in interstate commerce and include service to points within a 35-mile radius of the City-County Building in Pittsburgh and points in an area around Philadelphia described in one of its intrastate certificates. Under its interstate certificates, Alko is authorized to serve only points which are stations on the railroad pursuant to one of the conditions imposed in Pennsylvania Truck Lines, Inc.-Control-Alko Exp. Lines, supra. Alko has never placed an embargo against service to any point on its routes as to freight moving on Government bills of lading, or as to material used in the war effort. As to the remainder of its traffic, Pittsburgh was embargoed on intrastate traffic during the period April 1943 to March 13, 1944, and on interstate traffic during the period August 5, 1943, to January 22, 1944. On April 10, 1944, Alko em bargoed service to 91 points on its routes in Pennsylvania and to 2 points on its routes in Maryland, namely, Cumberland and Hagerstown. On December 27, 1944, it lifted the embargo as to Greensburg and Jeannette, Pal, and, on March 19, 1945, as to 45 additional Pennsylvania points on its routes between Harrisburg, Johnstown, and Altoona, on March 17, 1946, it lifted the embargo as to 14 additional Pennsylvania points and as to Cumberland; and on February 28, 1947, it lifted the embargo as to all other points authorized to be served in interstate commerce except Belleville, Cesna, Greencastle, Marietta, Marysville, Waynesboro, and York Haven, Pa., and Hagerstown. On March 31, 1947, all embargoes were canceled. . ♫ The described embargoes were made because Alko's officers decided that it could best utilize its serviceable equipment by confining its operations to principal points on its routes, where its main terminals were located. During the periods the embargoes were in effect, of 36 tractors, 56 trailers, and 30 trucks used by Alko, only 50 percent were fit for over-the-road operations. It was necessary to place such wornout equipment in shops for repair, where it remained for months because of inability to obtain parts and the shortage of skilled labor for repair work. At present Alko has available for service on its routes 44 tractors, 53 trailers, and 19 trucks, of which 6 tractors and 6 trailers are leased from Truck Lines. It considers such equipment adequate for resumption of service to and from points on its routes in both interstate and intrastate commerce. An agreement of September 3, 1916, between Motor Freight and Alko provides that the former would purchase from the latter its interstate and intrastate operating rights over routes east of Harrisburg and Chambersburg, Pa., including the route between Chambersburg and Hagerstown, Md., and also the right to operate (a) from Chambersburg to Pittsburgh over U. S. Highway 30 and (b) over the Pennsylvania Turnpike and routes connecting therewith from Harrisburg, Chambersburg, and Pittsburgh, subject to the restriction that no shipments may be picked up or delivered west of Harrisburg and Chambersburg, respectively, except within Pittsburgh and points within 35 miles of the City-County Building in Pittsburgh, excluding Greensburg and Jeannette. The consideration would be $15,000, of which $2,500 was paid upon execution of the agreement, and the balance would be payable upon approval of the transaction by regulatory authorities having jurisdiction. In the aforesaid agreement Motor Freight acknowledges that it has been advised by Alko that the remainder of its operating rights would be transferred to John C. Cosgrove and Reuben Alwine, or their nom inees, and agrees that the division of Alko's operating rights between the persons indicated and Motor Freight would be as described in an exhibit annexed to the agreement. That exhibit provides that Cosgrove and Alwine, or their nominee, would receive operating rights of Alko from Pittsburgh to Chambersburg and Harrisburg, including the route to Cumberland, Md., subject to a restriction that no shipments may be transported from points in the above described Pittsburgh aréa to Harrisburg or Chambersburg, or vice versa, the restriction specifically being made applicable to freight, interchanged at Pittsburgh, Harrisburg, and Chambersburg.i wires dus voboda do zesílenyyet 1 The record shows that the proposed transaction between Alko, on the one hand, and Cosgrove and Alwine, on the other, has been modified so that, in lieu of purchasing the described operating rights, Cosgrove and Alwine would acquire control of Alko through purchase of its capital stock. The stock acquisition is subject to consummation of the proposed purchase by Motor Freight, and subject to Alko's retaining the operating rights which Cosgrove and Alwine first proposed to purchase, fi agw di „zaloq won edt to mound/lduses out ni que Under the purchase agreement Alko would sell to Motor Freight so-called "over-head" rights over routes between Harrisburg, Chambersburg, and Pittsburgh, and would retain rights to operate over the same routes, restricted against transportation of shipments moving between the three cities named. This would constitute a Id constitute a “split" of operating rights in a manner which we frequently have found may not properly be authorized under section 5. H. P. Welch Co.-Purchase E. J. Scannell, Inc., 25 M. C. C. 558, hereinafter called the Welch-Scannell case. To avoid disapproval of the transaction on the ground indicated, Motor Freight, as hereinbefore described, requests issuance to it of a certificate of public convenience and necessity authorizing operations over the indicated routes between Harrisburg, Pittsburgh, and Chambersburg. Compare Glades M. Lines, Inc.-LeaseKettner and Tamiami Trail, 38 M. C. C. 795. On this basis, the transaction presented to us does not actually involve the purchase of Alko's rights between Harrisburg, Chambersburg, and Pittsburgh, but the granting of completely new "over-head" rights over these routes to Motor Freight coupled with a proposal that the existing and retained operating rights of Alko over the same routes be restricted to prevent service by it between the Pittsburgh area, on the one hand, and Harrisburg and Chambersburg, on the other. The application will be considered on this basis. - Although Alko's interstate service is limited to points on the rail lines of the railroad, it performs an all-motor common carrier service for the general public, and its traffic moves under its own bills of lading. Truck Lines operates in the same general territory, but its service 2150 M. c. Coldh ;088,6; 191lio „zrobiguido milagro 2009, for som |