over irregular routes, on the one hand and, on the other, points in Baltimore and Harford Counties, and between Aberdeen and points within 10 miles thereof, on the one hand, and, on the other, Camden, points in Maryland, except those in Cecil, Kent, Queen Annes, Talbot, Dorchester, Anne Arundel, Caroline and Prince Georges Counties, those in Pennsylvania, Virginia, and Washington within 75 miles of Aberdeen, and those in Delaware, north of the Chesapeake and Delaware Canal.

As seen, applicant and his father have control of Tidewater and Kent through stock ownership, and applicant has been the general manager of both corporations since prior to enactment of the Motor Carrier Act of 1935. The elder Wilson and Handy have had other interests and do not devote any time to the management of the carriers, In his capacity as manager, applicant superintends the operation of both carriers, determines matters of policy, and is in actual control of the carriers through management of their operations. Compare Colletti-Control-Comet Freight Lines, 38 M. C. C. 95.

In its report and order in Wilson Common Carrier Application, 47 M. C. C. 981, decided May 15, 1947, the Commission, division 5, authorized issuance to applicant herein, of a certificate to operate in interstate or foreign commerce as a motor common carrier, of general commodities, over regular routes, between Baltimore and Solomons, over Maryland Highway 2, serving all intermediate points, and offroute points in Anne Arundel and Calvert Counties, Md., subject to the condition that applicant obtain approval under section 5 (2) of the control or management in a common interest of his proposed individual operations with those of Tidewater and Kent. The instant application was filed as a result of that condition. Hannon-Control-Hannon Motor Lines, Inc., 39 M. C. C. 620. Applicant has been operating over substantially the same routes as those embraced in the rights conditionally granted in No. MC-107968 (Sub-No. 1), pursuant to temporary authority under section 210a (a) granted December 18,

1946.

Applicant's balance sheet for his operations under the name of Baltimore Solomons Freight Line, as of December 31, 1947, shows total assets of $3,362, consisting of cash $325 and carrier operating property, less reserve for depreciation, $3,037. Liabilities were: Current liabilities $1,818, principally bank loan $1,495; and sole-proprietorship capital $1,544. Income statements for the years 1946 and 1947 show a deficit of $1,517 and net income of $1,576, respectively. The net book value of the stock of Tidewater and Kent as of December 31, 1947, was $37,776 and $694, respectively.

Applicant proposes to conduct his individual operations separately from those of Tidewater. His service would duplicate that of Kent between Baltimore and Annapolis, although Kent's operations are principally between Baltimore and Washington, on the one hand, and, on the other, points in the so-called Delmar Peninsula of Maryland, an east-west operation. Applicant's individual operation would be primarily north-south operation between Baltimore and Solomons.

Upon approval herein and issuance of the certificate, applicant would control and manage 3 operations. The largest is Tidewater, which operates about 37 motor vehicles; Kent operates 4 vehicles; and applicant has operated 1 truck, 1 tractor, and 2 semitrailers under the temporary authority. Tidewater's operations are principally over regular routes which are adjacent to, but are west of the area served by Kent, and there is considerable interchange between them at Baltimore and Washington. The regular routes of applicant and Kent would coincide between Baltimore and Annapolis, 27 miles, upon institution of operations in interstate or foreign commerce by the former.

This record evidences no sound reason why the operations of these three carriers should not be unified. It is apparent that greater operating efficiency and economies could be achieved by such a unification, which would also be in line with our policy of encouraging corporate simplification. Compare Pacific Electric Ry. Co.-Merger, 25 M. C. C. 313, and Brown-Purchase-Brown, 39 M. C. C. 373, 377. Applicant will be expected to take steps looking toward unification of the carriers herein involved, subject to our prior approval, as promptly as feasible.

In arriving at the conclusions herein, consideration has been given to the provisions of section 5 (2) (c).

We find that continuance in control of Tidewater Express Lines, Inc., and Kent Freight Lines, Inc., by Harold R. Wilson, upon institution of operations by the latter, doing business as Baltimore Solomons Freight Lines, pursuant to the certificate conditionally authorized in Wilson Common Carrier Application, 47 M. C. C. 981, decided May 15, 1947, upon the terms and conditions above set forth, which terms and conditions are found to be just and reasonable, constitute a transaction within the scope of section 5 (2) (a) and will be consistent with the public interest.

An appropriate order will be entered.

COMMISSIONER BARNARD did not participate in the disposition of this proceeding.

No. MC-F-3778

HARRY COON ET AL.-CONTROL; B-P CORPORATION— PURCHASE-B. W. BELYEA (CITIZENS NATIONAL TRUST & SAVINGS BANK OF LOS ANGELES, EXECUTOR) AND BELYEA TRUCK CO., INC.

Submitted August 9, 1948. Decided August 27, 1948

Purchase by B-P Corporation, doing business as Belyea Truck Company of the operating rights and property of B. W. Belyea (Citizens National Trust & Savings Bank of Los Angeles, executor), doing business as Belyea Truck Company, and of Belyea Truck Co., Inc., and accquisition of control of B-P Corporation and of the said operating rights and property by Harry Coon, Robert D. Belyea, Henry Bigge, Bigge Drayage Co., and Highland Builders, Inc., through the said purchase, approved and authorized, subject to condition. Arthur H. Glanz for applicants.

REPORT OF THE COMMISSION

DIVISION 4, COMMISSIONERS MAHAFFIE, ROGERS, AND BARNARD BY DIVISION 4:

B-P Corporation, doing business as Belyea Truck Company, B. W. Belyea (Citizens National Trust & Savings Bank of Los Angeles, executor), doing business as Belyea Truck Company, herein called the Belyea company, and Belyea Truck Co., Inc., herein called the Belyea corporation, all of Los Angeles, Calif., by a joint application filed March 16, 1948, as amended, seek authority under section 5 of the Interstate Commerce Act for the purchase by vendee (B-P Corporation) of the operating rights and property of the Belyea company and of the Belyea corporation for the aggregate amount of $330,000. By the same application, Harry Coon, Robert D. Belyea, and the Highland Builders, Inc., all of Los Angeles, and the Bigge Drayage Co., and Henry Bigge, of Oakland, Calif., seek authority under the same section to acquire control of B-P Corporation and of the said operating rights and property through the proposed purchase. More than 20 motor vehicles are owned or operated by the carriers involved. The application is not opposed. No public hearing appears necessary.

Pursuant to authority granted March 17, 1948, under section 210a (b), vendee leased the operating rights and property of the Belyea company and of the Belyea corporation for a period expiring September 12, 1948, at a rental of $1. By petition filed August 11, 1948, vendee requests that, in the event the section 5 application is not decided by September 12, 1948, the lease authority under section 210a (b) be extended until final determination of the purchase transaction. In view of our conclusions herein the petition will be denied.

Vendee, a California corporation, was organized for the purpose of acquiring the operating rights and property of the Belyea company and the Belyea corporation. It is authorized to issue 100,000 shares of capital stock, par value $5 each, of which 5,000 shares have been subscribed for as follows: 1,750 shares (35 percent) each by Bigge Drayage Co., and Highland Builders, Inc., and 750 shares (15 percent) each by Harry Coon and Robert D. Belyea. Its officers are Robert D. Belyea, president, Harry Coon, vice president, and Walter O. Schell, secretary and treasurer. They also comprise its board of directors.

Bigge Drayage Co., a California corporation, is controlled through stock ownership by its president, Henry Bigge. It operates in interstate or foreign commerce, pursuant to a certificate issued in No. MC43716, as a motor common carrier, over irregular routes transporting principally machinery, equipment, and supplies used in logging, mining, road building, and construction work, between points in California, except points in the six southernmost counties, and between points in California, except those in the six counties indicated, on the one hand, and, on the other, points in Idaho, Nevada, and Oregon.

Highland Builders, Inc., is engaged in the general contracting business. It is controlled through ownership of all of its outstanding capital stock by Elizabeth McLeod and her three daughters. Robert D. Belyea is a brother of B. W. Belyea, deceased, and has been associated with the Belyea company and the Belyea corporation for many years in active charge of their operations. Harry Coon has been employed for 25 years with the two Belyea companies in an executive and engineering capacity. Highland Builders, Inc., its officers and stockholders, Robert D. Belyea, and Harry Coon are not affiliated with any carrier other than vendee, as above described.

The Belyea company operates in interstate or foreign commerce, pursuant to certificates issued in Nos. MC-37375, MC-37375 (Sub. No. 3), MC-37375 (Sub-No. 7), and MC-37375 (Sub-No. 8), as a motor common carrier, principally of commodities requiring special equipment and handling by reason of their weight, bulk, or length, used in

construction, roadbuilding, mining, well drilling (oil, gas, or water), and military or demolition projects, in truckloads of not less than 10,000 pounds, over irregular routes between points in Arizona and Nevada and specified portions of California and New Mexico. It also has intrastate authority to engage in similar operations in California. The interstate operating rights of the Belyea company duplicate to some extent similar operating rights of the Bigge Drayage Co., particularly between points in certain California counties and Nevada.

The Belyea corporation was formed in California on September 28, 1931. It operates in interstate or foreign commerce, pursuant to a certificate issued in No. MC-28895, as a motor common carrier of general commodities over irregular routes between points in the Los Angeles Harbor commercial zone, on the one hand, and, on the other, points in the Los Angeles commercial zone, as defined in Los Angeles Commercial Zone, 3 M. C. C. 248.

B. W. Belyea died November 26, 1946. Prior to his death he had been engaged in motor-carrier transportation for many years as a sole-proprietorship. He also owned all of the outstanding capital stock of the Belyea corporation. In addition, he conducted certain noncarrier operations as a sole-proprietorship under the trade names of the Alameda Trailer Works and the Pacific Crane & Rigging Co., and owned several parcels of real estate in Huntington Park, Calif. On January 3, 1947, the Citizens National Trust & Savings Bank of Los Angeles was appointed executor of his estate.

Operations of the Belyea company and the Belyea corporation were under the control of the executor from the date of its appointment until March 20, 1948, when the operations were taken over by vendee under temporary authority as previously indicated. During that period, Harry Coon and Robert D. Belyea were in actual charge of the operations as agents of the executor.

A group of persons, herein called the Coon group, of whom Harry Coon and Robert D. Belyea were the nucleus and who were essentially the same as the above-named subscribers to vendee's stock, formed the Bel-Pac Co., a California corporation, for the purpose of acquiring the properties of the Belyea estate, other than cash, accounts receivable, intercompany accounts, and the stock of the Belyea corporation. On January 15, 1948, the Bel-Pac Co., entered into an agreement with the executor to purchase the properties for $760,000 plus the pro rata amount of the unexpired portion of prepaid motorvehicle license fees amounting to $32,838, or an aggregate amount of $792,838. Of the purchase price, $50,000 was payable on execution of the agreement and $410,338 on the closing date (the close of