the considered operating authorities of the transferor-applicants, and such authority should be disposed of under terms providing for competitive bidding. This proposal was previously advanced by the protestant in the Allen case and was rejected. It should be rejected here for the same reasons. STATUS OF SUBAGENTS In the report approving the transactions proposed in the Evanston case, the report stated at pages 582 and 583: (1) That the authority herein granted will be conditioned upon cancelation by Allied of all contracts and agreements between it and present hauling agents not authorized to participate as transferor-applicants herein, at the earliest date possible under said contracts with advice to us of each cancelation date. (2) That nothing herein contained should be construed as approving the addition of hauling agents by Allied, not parties hereto, at any time in the future, without prior authority from us. Allied and its agents are parties to and bound by a consent decree entered December 28, 1945, in an antitrust proceeding in the Northern District of Illinois, Eastern Division, Civil Action No. 44C-30. This decree was discussed at pages 585 to 588 of the report in the Evanston case. Counsel for Allied are of the opinion that the consent decree prohibits Allied from restricting the right of its agents from appointing, utilizing, and/or employing a subagent. They contend that the decree is at variance with the finding of the Commission referred to above in (2). The transferor-applicants herein which have been acting as subagents for Allied have done so usually through equipment-leasing arrangements with Allied's agents. Where booking services were rendered, they have differing arrangements in regard to the division of the booking commission. The details of the arrangement entered into by Allied's agents in its behalf and these subagents are not entirely clear, but it does not appear that the arrangement differed substantially from that which existed between Allied and its carrier agents prior to the decision in the Evanston case, the entry of the consent decree, and the determination of Allied's "grandfather" application. It is obvious from a reading of the report in the Evanston case and the "grandfather" proceeding, that it was thought that the approval of the transaction in the Evanston case would bring an end to these practices between Allied and independent carriers of household goods; but it appears that this has not been the practical effect of that approval. In the case of Capitol, the arrangement was made directly between it and Allied. Admittedly, this was subterfuge and in disregard of the Commission's findings and conditions imposed in the Evanston case. The arrangement in this instance was terminated after the hearing herein, but was renewed when temporary authority was granted herein under section 210a (b) on September 26, 1947. However, we are of the opinion that all such arrangements with independent carriers to transport Allied's freight under Allied's operating rights and under Allied's billing and rates were entered into in contravention of the letter and spirit of the report in the Evanston case. Allied's agents, as approved in that report, are merely its employees to move its traffic, and arrangements made by them in its behalf must be imputed to its knowledge, and do not differ in substance from the direct arrangement made between Allied and Capitol. As recited in the Evanston case (page 586), it was necessary for Allied and other parties to the consent decree and the Evanston case to have the consent decree modified to permit them to proceed to consummate the transaction authorized in the Evanston case, upon the terms and conditions there approved, and that was done prior to consummation on November 30, 1946. Whether the subagency agreements with otherwise independent carriers of household goods have been in contravention of the consent decree, as modified, is not for determination herein. We find, however, that practices above referred to have been in disregard of the findings of the Commission in the Evanston case and the Allen case, and should be discontinued. We are of the further opinion that the transportation of Allied's freight under Allied's operating rights should be performed only by it or by its employees or agents who are not themselves engaged in the transportation of household goods. The addition of any agents by Allied, which are themselves carriers of household goods, is prohibited by condition (2) above quoted from the report in the Evanston case, unless first approved by us. The bona fide augmentation of its equipment by Allied, however, which equipment shall be under Allied's exclusive dominion and control, is not intended to be prohibited. Nevertheless, because of the peculiar characteristics of Allied's organization and methods of operation through its approved hauling agents, it is difficult to distinguish between the engaging by Allied of an additional agent, which is an independent household goods carrier, and the mere augmentation of its equipment. Under the circumstances, our findings herein will be conditioned to provide that, if any of the instant transactions is consummated, Allied or its agents shall not enter into any arrangement with any carrier of household goods for the augmentation of Allied's equipment except under terms whereby the equipment shall be under Allied's exclusive dominion and control for the entire period that its traffic is being transported under its operating rights and, particularly, that one of its regular employees or a regular employee of one of its approved agents shall control and operate said equipment during that entire period. GENERAL The transactions here involved entail the payments of a nominal sum and the financial statements show that Allied and the transferorapplicants may reasonably be expected to meet their obligations to the public. No employees would be displaced and no fixed charges would be incurred as a result of consummation of the proposed transactions. By the third supplemental order entered January 5, 1948, in the Evanston and Allen cases, the Commission modified its original order in the Evanston case so as to require that records of certain transferor-applicants in those cases be kept and filed with us by Allied at 6-month intervals. It does not appear that any of the transferor-applicants here involved would be likely to transport a sufficiently large amount of traffic for Allied to warrant their inclusion at this time among those required to keep and file such information. It is therefore unnecessary to reimpose this condition [condition 6 (a)] in the instant proceeding, but our jurisdiction in this connection is reserved. We find: CONCLUSIONS (1) That the purchase by Allied Van Lines, Inc. of the householdgoods operating rights of (a) George Edward Johnston, doing business as Albany Transfer Company, (b) Mary M. Tolbert and Elizabeth Yonker, a partnership, doing business as Capitol Van Lines, (c) Carlton M. Bourne, doing business as Eldredge & Bourne Moving & Storage Company, (d) M. M. Smith, doing business as M. M. Smith Storage Warehouse, (e) Crone Storage Company, Inc., and (f) Utility Cartage, Inc., upon the terms and conditions above set forth, which terms and conditions as modified herein, are found to be just and reasonable, are transactions within the scope of section 5 (2) (a), and will be consistent with the public interest; and that, if the transactions are consummated, Allied Van Lines, Inc., will be entitled to a certificate covering rights to transport household goods granted in the certificates issued in Nos. MC-100444, MC30264, MC-22081, MC-43681, MC-1684, and those granted in No. MC-80818 which have been assigned No. MC-106296, herein authorized to be unified with rights confirmed in it, with duplications eliminated. (2) That, if the authority herein granted is exercised, (a) The operating authority of Utility Cartage, Inc., to transport general commodities, granted in No. MC-1684, shall be modified, concurrently with its consummation of the transaction herein authorized, so as to exclude, specifically, authority to transport household goods; (b) that Allied Van Lines, Inc., shall immediately write off the amount assigned to its "Other Intangible Property" account as result of the proposed transactions, such write-off to be accomplished in the manner to be determined upon submission of the journal entries proposed to record the transaction; and (c) that, upon consummation of any of the instant transactions, Allied or its agents shall not thereafter enter into any arrangement with any carrier of household goods for the augmentation of Allied's equipment, except under terms whereby the equipment shall be under Allied's exclusive dominion and control for the entire period that its traffic is being transported in said equipment under its operating rights, and, particularly, that one of its regular employees or a regular employee of one of its so-called hauling agents shall control and operate said equipment during that entire period. An appropriate order will be entered. 50 M. C. C. No. MC-F-3633 D. L. WARTENA AND CARSTEN TIEDEMAN-CONTROL; AUTOMOBILE TRANSPORT, INC., OF DELAWARELEASE (PORTION)-CENTRAL STATES TRANSIT LINES Submitted December 29, 1947. Decided January 28, 1948 Lease by Automobile Transport, Inc., of Delaware, of certain operating rights of C. M., Marvin E., Anna, and Wilbur H. Boutell, a partnership, doing business as Central States Transit Lines, and acquisition of control of the operating rights by D. L. Wartena and Carsten Tiedeman through the lease, approved and authorized, subject to conditions. Walter N. Bieneman for lessee and its controlling stockholders. REPORT OF THE COMMISSION DIVISION 4, COMMISSIONERS MAHAFFIE, MILLER, AND MITCHELL BY DIVISION 4: Automobile Transport, Inc., of Delaware, of Dearborn, Mich., and C. M., Marvin E., Anna, and Wilbur H. Boutell, a partnership, doing business as Central States Transit Lines, of Flint, Mich., herein called lessee and lessor, respectively, by a joint application filed October 17, 1947, seek authority under section 5 of the Interstate Commerce Act for lease by the former of certain operating rights of the latter for 5 years at a term rental of $12,500. By the same application D. L. Wartena and Carsten Tiedeman, both also of Dearborn, who control lessee through ownership of 65 and 25 percent, respectively, of its outstanding capital stock, seek authority under the same section to acquire control of the operating rights through the proposed lease. A hearing has been held, at which rail carriers in trunk-line territory, except The Chesapeake and Ohio Railroad Company, opposed the application and requested issuance of an examiner's proposed report. However, by letter received December 29, 1947, the rail carriers withdrew from further participation in the proceeding, and, in view thereof, and the conclusion reached herein, the issuance of an examiner's proposed report is not deemed necessary. Lessee was incorporated in Delaware on March 15, 1943, and has been under the control of Wartena and Tiedeman since late 1945 or early 1946. It is one of 3 corporations controlled by those individuals directly or through their wives. The other 2 corporations are Trans |