81.74 Motor Truck-Denied (Continued) Red Ball Mtr. Frt. Inc.-Control-Couch Mtr. Lines, Inc., MC-F-7476, 82. Transaction Sound & Applicant Fit 82.1 Condition of Vendee 82.13 Provisions for Financing .... 82.13 In number of prior cases, beginning with 40 M. C. C. 1, it has been found that acquisition of motor-carrier corporation through purchase of its capital stock under arrangement whereby carrier would be obligated to pay all or part of purchase price is contrary to sound financial practice and not in best interest of industry and public; and in 75 M. C. C. 457, cited with approval in 80 M. C. C. 473, it was stated that funds provided through charges to depreciation are providently used only for purpose of increasing, replacing or maintaining carrier operating property. Therefore, it is apparent that any use by Red Ball of funds provided through charges to depreciation, or earnings of Motor Lines other than earnings paid to Red Ball in form of dividends, in paying for stock would constitute improvident use of such funds. MC-C-7476, Red Ball Mtr. Frt. Inc.-ControlCouch Mtr. Lines, Inc., M. C. C. 11-3-61, Div. 3. .... 82.14 Financial Resources See 82.14 Possession of additional resources by controlling stockholders of vendee-carrier is no substitute for financial stability of carrier itself. 70 M. C. C. 507. MC-C-7476, Red Ball Mtr. Frt. Inc.-Control-Couch Mtr. Lines, Inc., M. C. C. ... 11-3-61, Div. 3. 82.33 Intangibles 82.3 Consideration 82.33 Securities, authority for issuance of which is sought in F. D. 21042, would be issued in payment for intangibles, a practice which has generally been found by Commission to be inconsistent with sound financial practices and public interest in those cases where issuance of such securities resulted in substantial overcapitalization of issuing carrier. See 55 M. C. C. 7 and 58 M. C. C. 757. MC-C-7476, Red Ball Mtr. Frt. Inc.-ControlCouch Mtr. Lines, Inc., M. C. C. 11-3-61, Div. 3. 82.38 Minority Holders .... ..... 82.38 Before analyzing financial effects approval will have on applicants, it is incumbent upon Commission to affix value to minority shareholdings in Brink's Illinois. Commission has duty to safeguard rights of minority stockholders, especially when there is absence of arm's length bargaining or when merger terms are imposed by a management whose interests are adverse to that of its minority stockholders. 334 U. S. 182, 201. None of evaluations takes into account a factor which Commission considers germane to any exchange of stock in a unification plan of this type, namely, a comparative evaluation of both stocks involved. Value for stock of Brink's Illinois derived by averaging products of its per share earnings for 5 years immediately preceding application multiplied by Dow-Jones Industrial price earnings' ratio for same years, which are only complete statistics of record, will be just and reasonable to all concerned as basis for effectuating merger. A most recent 5-year earnings is probably more indicative of company's present and future trend of earnings than one covering years further back. Also, use of such average tends to flatten out cyclical influences. Similarly, "Dow Jones" price earnings' ratio for same period is yardstick of how financial community appraised all factors (value of properties, prospects for future, management, etc.) which theoretically translate themselves into market price for stocks of a cross section of American companies represented in its sample. MC-F-7457, Pittston Co.-Merger-Brink's Inc.; Brink's Armored, Inc.-Pur.-Pittston .... .... 83. Prior Utilization of Authority 83.1 Necessary Proof 83.10 What Applicant Must Show 83.10 To show scope and extent of past operations, vendor submitted an abstract, further supplemented at hearing, listing 35 shipments transported between March 1 and Dec. 28, 1960. Shipments, embracing range of commodities, originated in Oklahoma City, Pueblo and Cortex, Colo. and were destined to points in Wyo., Colo. and Okla. Finding is warranted that vendor's operations have been continuous considering specialized nature of their rights. MC-F-7769, Turner Bros. Trucking Co.-Pur.-Paul Harvey (Faye Harvey, Administratrix), 10-24-61, Div. 3. 83.30 Generally 83.3 Reinstitution of Operation 83.30 It is a well established principle in transactions under sec. 5 involving motor carriers, that where, as here, no operations whatsoever are being conducted under rights, and failure to operate thereunder has extended over long period, an approval of transaction with resultant resumption of operations by another carrier may properly be found to be consistent with public interest only upon clear showing of need for such service. 87 M. C. C. 326. Theory supporting such decisions is that any service instituted under unexercised rights as result of transaction would likely be new competitive service, from which other established carriers who have expended their funds and energies to provide a continuous service are entitled to protection, unless it is shown that they have been deficient in some major respect in serving shipping public. MC-F-7608, Deaton Truck Line, Inc.-Pur.-Magnolia Truck Line, Inc., M. C. C. .., 11-15-61, Div. 3. 83.32 During or After Purchase Negotiations 83.32 Operations instituted by prospective seller under its rights after it has commenced or concluded negotiations for their sale are entitled to be given little weight in determining nature and extent of its activity as motor carrièr. See 58 M. C. C. 283. MC-F-7608, Deaton Truck Line, Inc.-Pur.Magnolia Truck Line, Inc., M. C. C. 11-15-61, Div. 3. ..... 83.4 Operation Required by Public Interest 83.40 Generally 83.40 As stated in 70 M. C. C. 309, words "public interest" as used in sec. 5 clearly comprehend interest of competing carriers, and in accord with that view Commission must consider interest of competing carriers as well as advantages and disadvantages which might result to general public. MC-F-7608, Deaton Truck Line, Inc.-Pur.-Magnolia Truck Line, Inc., M. C. C. 11-15-61, Div. 3. .... 84. New Service Doctrine 84.2 Changed Pattern of Operation 84.24 Combination of Regular & Irregular Authority 84.24 Commission has on numerous occasions authorized transactions under sec. 5 which resulted in unification of regular- and irregular-route rights, and where it appeared that under plan of unification maintenance of separate nature of regular- and irregular-route rights was feasible. MC-F7608, Deaton Truck Line, Inc.-Pur.-Magnolia Truck Line, Inc., M. C. C. 11-15-61, Div. 3. 85.20 Generally 85. Sound Transportation Conditions 85.20 Previous finding that control would result in more economical, efficient and improved service is equally applicable here, if not more so, considering that, under unification, it will be feasible to eliminate duplicative operations between carriers involved. MC-F-7457, Pittston Co.Merger-Brink's Inc.; Brink's Armored, Inc.-Pur.-Pittston Co. & (Por.)— U. S. Trucking Corp.; Pittston Co.-Control-Brink's Armored, Inc., M. C. C. ....? 11-13-61, Div. 3. 85.41 Railroad 85.4 Effect Upon Employees .... 85.41 Same conditions imposed as in 257 I. C. C. 177. F. D. 21703, Florida E. C. Ry. Co.-Lease Ext.-Atlantic C. L. R. Co. in Volusia & Seminole Counties, Fla., 10-17-61, Finance Bd. No. 3. To Same Effect: F. D. 21760, Central of Ga. Ry. Co.-Trackage Rights-Southern Ry. Co., 10-26-61, Finance Bd. No. 3. F. D. 21735, Stockton, T. & E. R.—Trackage Rights-Atchison, T. & S. F. Ry. Co., 11-14-61, Finance Bd. No. 3. 85.41 To extent, if any, that terminal employees are adversely affected in their employment by merger of Louisville and Chattanooga, they are entitled to benefit of employee protective conditions imposed in prior report and order. Questions as to whether, when and to what extent terminal employees, or any of them, have been affected as result of, or in anticipation of merger, are not before Commission; and any dispute as to such matters is to be resolved under arbitration procedures provided in prescribed conditions. F. D. 18845, Louisville & N. R. Co., Merger, etc., I. C. C. 10-26-61, Commission. 86.22 86. .... Leases & Operating Agreements 86.2 Rail or Water Franchises Modification of Lease ....? 86.22 Modification of the Term, Rental, or Conditions of Leases or Operating Agreements of Rail or Water Carriers Approved by Div. 3, unless otherwise stated: Florida E. C. Ry. Co.-Lease Ext.-Atlantic C. L. R. Co. in Volusia & Seminole Counties, Fla., F. D. 21703, 10-17-61, Finance Bd. No. 3 (Extension of original lease for indefinite period approved). 86.31 86.3 Trackage or Operating Agreements Original Railroad Agreement 86.31 Original Railroad Joint Facility Agreements Approved by Div. 3, unless otherwise stated: Central of Ga. Ry. Co.-Trackage Rights-Southern Ry. Co., F. D. 21760, 10-26-61, Finance Bd. No. 3. Stockton T. & E. R.-Trackage Rights-Atchison, T. & S. F. Ry. Co., F. D. 21735, 11-14-61, Finance Bd. No. 3. 86.32 Amended Railroad Agreement 86.32 Amended Railroad Joint Facility Agreements Approved by Div. 3, unless otherwise stated: Chicago, R. I. & Pac. R. Co.-Trackage Rights-St. Louis-San Francisco Ry. Co., F. D. 21684, 10-30-61, Finance Bd. No. 3. 87. Disposition of Unification Applications 87.1 Merger 87.13 Motor Truck Lines-Approved 87.13 Unification by Consolidation, Merger, or Purchase of Operating Authority and Property of Two or More Motor Carriers of Property Authorized by Div. 3, unless otherwise stated: Brown, R. W., Inc.-Pur.-G. S. Gray, MC-F-7895, 11-16-61, Finance Bd. No. 1. Cowie, Grant-Pur.-3-Y Mtr. Frt. Inc., MC-F-7877, 10-17-61, Finance Bd. No. 1. Eastern Exp. Inc.-Merger-Brown & Pollack Mtr. Lines, Inc., MC-F-7917, 11-14-61, Finance Bd. No. 1. Lee Transp. Co.-Merger-Lee-Amer. Frt. Sys. Inc., MC-F-7904, 11-6-61, Finance Bd. No. 1. Pittson Co.-Merger-Brink's Inc.; Brink's Armored, Inc.-Pur.-Pittston Turner Bros. Trucking Co.-Pur.-Paul Harvey (Faye Harvey, Administratrix), MC-F-7769, 10-24-61. 87.17 Motor Truck Lines-Denied 87.17 Unification by Consolidation, Merger or Purchase of Entire Operating Authority of Two or More Motor Carriers of Property Denied by Div. 3, unless otherwise stated: Deaton Truck Line, Inc.-Pur.-Magnolia Truck Line, Inc., MC-F-7608, .., M. C. C. . . 11-15-61. Direct Transit Lines, Inc.-Pur.-C. M. Denman, MC-F-7937, 10-17-61, Finance Bd. No. 1. 87.23 Motor Truck Lines-Approved 87.23 Acquisition of Portion of Operating Authority of One Motor Carrier of Property by Another Such Carrier Approved by Div. 3, unless otherwise stated: Anderson, Harry, Transfer Co. Inc.-Pur. (Por.)-Cont. Carriers, Inc., MCF-7930, 11-8-61, Finance Bd. No. 1. Daniels Mtr. Frt. Inc.-Pur.-R. S. Nash, MC-F-7703, 11-9-61. Murphy Mtr. Frt. Lines, Inc.-Pur. (Por.)-Monson Dray Line, Inc., MCF-7923, 11-20-61, Finance Bd. No. 1. North Amer. Van Lines, Inc.-Pur. (Por.)-R. F. McCabe, MC-F-7738, 10-30-61, Finance Bd. No. 1. Pettapiece Cartage & Builders' Supplies Ltd.-Pur. (Por.)-Hogue Frt. Lines, Inc., MC-F-7935, 11-20-61, Finance Bd. No. 1. Pittston Co.-Merger-Brink's Inc.; Brink's Armored, Inc.-Pur.-Pittston Co. & (Por.)-U. S. Trucking Corp.; Pittston Co.-Control-Brink's Armored, Inc., MC-F-7457, M. C. C. 11-13-61. List of New Members * Eugene G. Bell, Director, Property Taxes & Claims, Mid-America Pipeline Company, 1437 South Boulder Avenue, Tulsa 19, Oklahoma. Irwin R. Bogen, A. A. Truck Renting Corporation, 1685 Atlantic Avenue, Brooklyn 13, New York. Alfred J. Capkovic, 216 Harvey Avenue, Pennside, Reading, Pennsylvania. Charles H. Clifford, Attorney at Law, 14 Montgomery Street, San Francisco 4, California. Arthur L. Comeau, 20-61 - 20th Street, Long Island City 5, New York. Ariel V. Conlin, Attorney at Law, Suite 693, 1375 Peachtree Street, N. E., Atlanta 9, Georgia. Paul Coyle, 5631 Utah Avenue, N. W., Washington 15, D. C. T. E. Desch, General Attorney, Law Department, Chicago, Rock Island and Pacific Railroad Company, 139 Ŵ. Van Buren Street, Chicago 5, Illinois. Wellman S. Finch, Continental Can Company, 633 Third Avenue, New York 17, New York. Donald M. Gabris, Route 2, Box 330, House Springs, Missouri. Gilbert L. Gifford, Department of Economics, College of Business & Public Administration, The University of Arizona, Tucson, Arizona. Chester G. Groebel, 209 Brook Street, Wapping, Connecticut. Vernon Jay Haan, The Pennsylvania Railroad Company, Room 400, Pennsylvania Station, Baltimore 1, Maryland. Charles T. Hill, Jr., Traffic Control Manager, Scott Paper Company, International Airport, Philadelphia 13, Pennsylvania. Carl F. Krieser, 8915 West 82nd Street, Overland Park, Kansas. John W. Lacina, Jr., Cass Plaza Apartments, 3550 Cass Avenue, Detroit 1, Michigan. Clifford F. Lynch, The Quaker Oats Company, 1543 Calada Street, Los Angeles 23, California. Martin J. Manning, 17 Medbury Road, Chester, Pennsylvania. A. Richard Marcus, 6655 Reynolds Street, Pittsburgh 6, Pennsylvania. William C. O'Connor, Traffic Manager-Rates, The Anaconda Company, 25 Broadway, New York 4, New York. Harry Phillips, Jr., 3400 Clippert, Detroit 10, Michigan. William P. Rogers, Royall, Koegel & Rogers, 1730 K Street, N. W., Suite 1009, Washington 6, D. C. Lawrence T. Sheils, Traffic Manager, Refrigerated Food Express, Incorporated, 316 Summer Street, Boston 10, Massachusetts. Warren H. Spencer, Farr & Spencer, 17 Central Avenue, Wellsboro, Pennsylvania. Edward E. Van Schaick, Assistant to Manager of Sales, Bessemer & Lake Erie Railroad Company, Box 536, Pittsburgh 30, Pennsylvania. Chester A. Zyblut, Attorney at Law, 1700 K Street, N. W., Washington 6, D. C. MEMBERSHIPS RESUMED Murray A. Laird, 2205 Forestview, Evanston, Illinois. Denver E. Perkins, Attorney at Law, Burchard Building, Post Office Box 85, Gonzales, Texas. *Elected to Membership December, 1961. |