The summaries submitted by Nash are illustrative of the general inadequacy of the information submitted. Choosing the month of April at random, petitioner lists 21 meetings, 1 court hearing, 1 discussion, 8 documents reviewed, 1 conversation, 1 conference, 1 telephone conference, and 2 telephone conversations. Since no estimate of the time devoted to each of the listed activities was supplied, the matter may have merely required cursory attention. Additionally, the subject matter of these activities was, at times, completely unspecified, and, in almost all cases, so inadequately described as to preclude reasonable assessment under the applicable criteria. For example, in no instance was the value of the service to the estate described or the amount of time consumed, but the meetings were described almost exclusively by naming the individual or individuals attending the meeting and the subject of the meeting was undisclosed. When particular subjects were disclosed, such as abandonments, the nature of the consideration, such as preparation of an application, was not revealed. The superficial method of presentation employed herein will not be considered adequate in the future to support a request for compensation.

In summation, petitioner has failed to show why the request for a detailed summary of activities is unreasonable and why he is unable to comply with greater specificity, and, most interestingly, why cotrustee Haldeman was able to submit a most thorough diary. Nor does the petition for reconsideration correct these deficiencies or aid in any way the determination of reasonable compensation.

The recordkeeping requirement was imposed so that the Commission could have access to and analyze the type of problems faced, solutions considered, and actions followed consistent with its statutory obligations. Petitioner's request to be relieved of the requirement to provide the necessary information is antipodal to his assertion that he is not receiving equitable treatment.

The compensation originally granted Nash, as trustee and chief operating officer, was greater than he had received as president of debtor before reorganization. This was based to some extent on the view that greater service would be required and his efforts would be reflected in the overall condition of the debtor. The failure to describe his efforts and the anticipated effects of his activities combined with the current condition of the carrier precludes the continuation of this assumption.

Notwithstanding the above, the argument that the Commission's request was retroactive, or of an ex post facto nature, does have

some merit. While it is not unreasonable to expect that a trustee or like top corporate executive would indeed keep such a diary, it is unreasonable to impose such a specific request without prior notice. This becomes more so in light of the fact that Mr. Nash has received compensation awards from this Commission dating back to 1971 without such a requirement.

Moreover, it is our position that the action by Judge Fullam in granting interim compensation in an amount greater than that previously authorized by this Commission is improper. The statute is clear that this Commission alone has the jurisdiction to set maximum limits of compensation under the Bankruptcy Act. However, in light of the retroactive nature of the diary requirement, it will be presumed that full compliance with the request is not possible.

In conclusion, we find, in view of the nature and extent of services shown to have been rendered by the petitioner herein, that we should at this time fix and approve an allowance of compensation for John F. Nash, in accordance with the provisions of section 77(c), paragraph 2, of the Bankruptcy Act, of $70,000 for the 1-year period commencing August 12, 1973.

We further find that this decision is not a major Federal action significantly affecting the quality of the human environment within the meaning of the National Environmental Policy Act of 1969. An appropriate order will be entered.

COMMISSSIONER GRESHAM dissents.

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F. D. No. 26430

SEA-LAND SERVICE, INC., R. J. REYNOLDS TOBACCO COMPANY, R. J. REYNOLDS INDUSTRIES, INC.-CONTROL-UNITED STATES LINES, INC.

Acquisition by R. J. I. Corporation, a wholly owned subsidiary of R. J. Reynolds Industries, Inc., of all the outstanding common stock of United States Lines, Inc., a common carrier by water, is approved under certain circumstances.

Francis W. McInerny and Harry J. Jordan for applicants. Sanford Litvack, John McGrath, and Robert Peavy for intervener in support of application.

Mark L. Evans, Warner W. Gardner, Richard W. Kurrus, Jules E. Bernard, Paul M. Tschirhart, and Marvin J. Coles for protestants.

DECISION AND ORDER

At a Session of the INTERSTATE COMMERCE COMMISSION, Division 3, held at its office in Washington, D.C., on the 25th day of February 1974.

Upon consideration of the record in the above-entitled proceeding, including the initial decision of the Administrative Law Judge, served August 13, 1973, the exceptions there to filed by American Export Lines, Inc.. on September 12, 1973, the exceptions thereto filed jointly by American Mail Line, Ltd., and American President Lines, Ltd., on September 12, 1973, the motion to stay the proceeding filed jointly by American Mail Line, Ltd., and American President Lines, Ltd., on September 12, 1973, the reply to the motion filed by American Export Lines, Inc., on September 13, 1973, the reply to the exceptions and motion filed jointly by Sea-Land Service, Inc., McLean Industries, Inc., R. J. Reynolds Tobacco Company, R. J. Reynolds Industries, Inc., and R. J. I. Corporation on October 12, 1973, and the reply to the exceptions filed jointly by United States Lines, Inc., and Walter Kidde & Company, Inc., on October 12, 1973; and

It appearing, That the findings and conclusions of Administrative Law Judge are in all material respects proper and correct; that the exceptions and the replies raise no new or material matters of fact or law not adequately considered and disposed of in his decision and are not of such nature as to require the issuance by division 3 of a report discussing the evidence in the light of such pleadings; and

It further appearing. That the reasons set forth in the motion to stay the proceeding do not warrant such action;

Wherefore, and good cause appearing therefor:

We find, That the evidence considered in the light of the exceptions and reply does not warrant a result different from that reached by the Administrative Law Judge and that the statement of facts, the conclusions, and the findings of the Administrative Law Judge in his initial decision, being proper and correct in all material respects, should be, and they are hereby, affirmed and adopted as our own; and that this decision is not a major Federal action significantly affecting the quality of the human environment within the meaning of the National Environmental Policy Act of 1969; It is ordered, That the motion to stay the proceedings be, and it is hereby, denied; and

It is further ordered, That the initial decision of the Administrative Law Judge, served August 13, 1973, in this proceeding, be, and it is hereby, adopted as the order of the Commission, division 3, effective 20 days from the date of service of this order.

The statement of facts, conclusions, and findings of Administrative Law Judge Frederick G. Smithson follows:

By application filed November 9, 1970, Sea-Land Service, Inc. (Sea-Land), of Elizabeth, N.J., seeks authority to acquire control of the United States Lines, Inc. (U. S. Lines), also a part III water carrier, through the charter and lease of U. S. Lines operating properties. Embraced within this application is the application of R. J. Reynolds Tobacco Company (Reynolds Tobacco), to acquire U. S. Lines through acquisition of its capital stock and to merge U. S. Lines and R. J. I. Corporation, a wholly owned subsidiary of Reynolds Tobacco, and by J. R. J. Reynolds Industries, Inc. (Reynolds Industries), which controls Reynolds Tobacco, to control U. S. Lines through the charter and lease of the carrier's operating properties and through ownership of its capital stock. By virtue of its ownership of McLean Industries, Reynolds Tobacco controls Sea-Land and Sea-Land Freight, a motor common carrier subject to part II of the act. McLean Industries and R. J. I. Corporation are also parties to the application. Walter Kidde & Company, Inc. (Kidde), which owns all the outstanding stock of U. S. Lines, intervened in support of this application. American Mail Lines, Ltd. (AML). American President Lines, Ltd. (APL), American Export Isbrandsten Lines, Inc (AEIL), and Prudential-Grace Lines, Inc. (PGL), oppose this

348 I.C.C.

application. Hearing was held by the Administrative Law Judge in Washington, D.C., on August 15 through 19, 1971.

On November 9, 1970, applicants filed with the Federal Maritime Commission (FMC), a similar agreement seeking approval under section 15 of the Shipping Act, 1916. Both agreements provide that R. J. I., a corporation wholly owned by Reynolds Tobacco, shall be merged into U. S. Lines, which is wholly owned by Kidde and that R. J. I. would cease its corporate existence. It was proposed that Kidde would deliver all the outstanding stock of U. S. Lines in exchange for a promissory note for $65 million bearing interest at 8 percent, dated November 9, 1970, and payable not later than November 9, 1976, and that U. S. Lines would be a wholly owned subsidiary of Reynolds Tobacco. Should this Commission, the Federal Maritime Commission, or the Maritime Administration disapprove this merger agreement or approve on terms and conditions unacceptable to Reynolds Tobacco, the agreement would automatically be canceled as would an earlier proposed charter by Sea-Land of U. S. Lines' vessels. If both the charter and merger were approved, the effective date of the charter would be deferred until consummation of the merger, in which case the charter would be handled as an intracorporate transaction between two wholly owned subdivisions of Reynolds Tobacco.

A supplemental agreement was also executed for the disposition of U. S. Lines should any of the Federal agencies concerned disapprove of the proposed merger. Under this supplemental agreement U. S. Lines would continue operation of its containerships pending disposition of the company in accordance with the terms of the agreement. This latter agreement contemplated U. S. Lines would be sold as an operating carrier through the efforts of an independent financial institution with no interference in that carrier's capability by Reynolds Tobacco. However, under the supplemental agreement Reynolds Tobacco would be obligated no later than November 9, 1976, to find a substitute buyer to assume its obligations under the merger agreement, utilizing a financial institution of its choice for this purpose. This procedure is subject to veto by Reynolds Tobacco if Kidde exercises its rights to secure a guarantee by Reynolds Tobacco of the substitute note or if the full value of U. S. Lines in Reynolds Tobacco's judgment, is in excess of the price offered by the successor purchaser. The financial institution would credit any proceeds received from the disposition of U. S. Lines as part payment of the Reynolds Tobacco note, which, unless fully satisfied, would be delivered to Kidde. Should these arrangements fail disposition of the stock and assets of U. S. Lines would be accomplished by public sale of U. S. Lines stock, distribution of stock to Reynolds Tobacco stockholders, public auction of U. S. Lines' assets, or a combination of these procedures with a preference for the preservation of U. S. Lines so long as it did not, materially disadvantage Reynolds Tobacco.

Prior to the merger agreement a time charter and equipment lease agreement had been entered between U. S. Lines and Sea-Land with the obligations of Sea-Land guaranteed by Reynolds Tobacco and those of U. S. Lines by Kidde. This charter agreement provided that for 20 years U. S. Lines would sail its fleet of 16 containerships as Sea-Land might direct. It also provided for the lease and sublease by Sea-Land of related container equipment of U. S. Lines and that the fleet might be purchased by Sea-Land when the charter expired for an amount up to $25 million. U. S. Lines was to receive approximately $1,200 million from Sea-Land over this 20-year period.