sideration upon submission of the journal entries as required by our order. Vendee is willing to write off the amount assigned to its "Other Intangible Property" account as a result of the instant transaction, and our findings will be conditioned accordingly.

As heretofore indicated, vendee, under the supplemental order of June 14, 1946, as amended by subsequent orders, was authorized to continue leasing the operating rights and property of vendor pending our further order herein. In view of our approval of the transaction, the lease authority granted in that supplemental order and amendments thereto, will be vacated effective on the date of consummation of the purchase of the interstate rights involved.

On further hearing we find that the purchase by Rodgers Motor Lines, Inc., of the operating rights and property of Roy Ovens, doing business as Ovens Transfer, and the acquisition of control of the operating rights and property by Ted V. Rodgers, Jr., upon the modified terms and conditions set forth above, which terms and conditions, as modified, 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, and that, if the transaction is consummated, Rodgers Motor Lines, Inc., will be entitled to a certificate covering the operating rights confirmed in No. MC-35452, which rights are herein authorized to be unified with rights otherwise confirmed in it, provided, however, that, if the authority herein granted is exercised, Rodgers Motor Lines, Inc., shall immediately write off the amount assigned to its "Other Intangible Property" account as a result of the instant transaction, such write-off to be accomplished in the manner to be determined upon submission of the journal entries proposed to record the transaction as required by our order herein; and provided, further, that, prior to consummation of the purchase of the interstate operating rights, Ted V. Rodgers, Jr., shall divest himself for the future of any and all interest which he may have in any business enterprise in which his father, Ted V. Rodgers, Sr., also owns an interest, and shall promptly report to this Commission the manner in which the divestiture has been accomplished.

An appropriate order will be entered.

CHAIRMAN AITCHISON did not participate in the disposition of this proceeding.

50 M. C. C.

MCDUFF TURNER, ET AL.-CONTROL; SOUTHERN STAGES COMPANY-CONTROL AND MERGER-SOUTHERN STAGES, INC.

Submitted May 12, 1947. Decided August 14, 1947

1. Application of the Southern Stages Company for authority to acquire control of the Southern Stages, Inc., through purchase of its capital stock, and to merge the operating rights and property of the latter into the former, and of the Carolina Scenic Coach Lines, Inc., McDuff Turner, Mary Hardin Turner, Hamish Turner, Nita T. Scott, and Martha T. Jackson, for authority to acquire control of the properties through the transaction, denied.

2. Application of the Southern Stages Company for authority to issue 94 notes in the aggregate principal amount of $470,000, and 94 separate interest notes, denied.

L. A. Odom, T. Baldwin Martin, and Wilmer A. Hill for applicants. William A. Roberts, James E. Wilson, and James S. Wilson, Jr., for protestants.

REPORT OF THE COMMISSION

DIVISION 4, COMMISSIONERS MAHAFFIE, MILLER, AND MITCHELL BY DIVISION 4:

Exceptions were filed by applicants to the examiner's proposed report, and protestant, Smoky Mountain Stages, Inc., replied.

Southern Stages Company, a Georgia corporation, of Macon, Ga., and Southern Stages, Inc., also a Georgia corporation, of Macon, herein called the new company and the old company, respectively, by a joint application filed August 6, 1946, seek authority under section 5 of the Interstate Commerce Act for the purchase by the former of the operating rights and property of the latter for $725,000. Subsequently, petitions were filed on behalf of Carolina Scenic Coach Lines, Inc., a South Carolina corporation, herein called Scenic, Inc., and on behalf of its subscribing stockholders, all of Spartanburg, S. C., requesting that they be made joint applicants as the real parties in interest by virtue of their proposed control of the new company through stock ownership. In essence, the application involves a proposal by the new company to acquire control of the old company

1 This report embraces Finance Docket No. 15430, Southern Stages Company-Notes. * McDuff Turner, his wife Mary Hardin Turner, his son Hamish Turner, and his two daughters Nita T. Scott and Martha T. Jackson.

through the purchase of its entire outstanding capital stock to be followed by a merger of the operating rights and property of the old company into the new company, and for the acquisition of control of the new company by Scenic, Inc., directly, and by its stockholders through Scenic, Inc., coincidentally with the purchase of the capital stock by the new company and the merger. The old company operates more than 20 motor vehicles.

The new company, by a separate application filed August 2, 1946, in Finance Docket No. 15430, seeks authority under section 214 of the Interstate Commerce Act to issue notes in a maximum aggregate principal amount of $470,000, with separate interest notes, to finance the stock acquisition. A hearing has been held on a consolidated record at which two motor carriers opposed the applications and introduced evidence. No representations have been made by any State authority. Briefs were filed on behalf of applicants and Smoky Mountain Stages, Inc.

4

McDuff Turner has subscribed for 3/9 of the stock of Scenic, Inc., Mary Hardin Turner, Hamish Turner, Nita T. Scott and Martha T. Jackson have subscribed for 1/9 each, and the two daughters the remaining 2/9 as trustees for two other brothers, Hardin and Leon Turner. Scenic, Inc., is not a carrier but has subscribed for a majority of the stock proposed to be issued by the new company. The remainder would be held directly by the Turners. These same seven individuals also compose a partnership, doing business as Carolina Scenic Coach Lines, herein called the partnership, in which each holds an interest identical to that now held in Scenic, Inc. The partnership conducts motor operations in interstate or foreign commerce in the transportation of passengers principally in South Carolina under the management of Hamish Turner. Hamish Turner, doing business as Carolina Stages, conducts similar operations in the same general area and from the same headquarters, which operations, and those of the partnership, will be described later.

The new company was organized July 18, 1946, for the sole purpose of acquiring the operating rights and properties of the old company through the proposed transaction. It has an authorized capitalization of 10,000 shares of common and 10,000 shares of preferred stock, par value $100 each, of which 2,610 shares of common stock ($261,000) have been subscribed, 2,520 shares (96.5 percent) by Scenic, Inc., and the remaining 90 shares by the Turners in the same proportion as their interests in Scenic, Inc., and in the partnership, namely 30 shares

The original proposal to issue securities in the aggregate principal amount of $470,000 was subsequently modified to increase the amount to $520,000; but, as hereinafter appearing, the $50,000 increase is no longer applicable.

Smoky Mountain Stages, Inc., and Modern Coach Corporation (formerly Georgia Stages, Inc.).

by McDuff Turner, 10 shares each by Mary Hardin and Hamish Turner, and 20 shares each (10 as trustees) by Nita T. Scott and Martha T. Jackson. Present officers and directors of the new company, pursuant to agreement between the parties, are Frank L. Wilkinson, B. G. Kitchens, Cubbedge Snow, and T. Baldwin Martin, the last two being attorneys. Upon approval herein, Hamish Turner would be president-treasurer, L. A. Odom, attorney for the Turners, vice president, and B. G. Kitchens, a minority stockholder and employee of the old company, secretary.

Scenic, Inc., was organized April 1, 1946, by members of the Turner family to realize certain tax and other advantages by having it take over, hold, and rent, certain former carrier and noncarrier operating property (real estate in Spartanburg) of the partnership. Its formation was not motivated by the instant transaction. However, in addition to authorizing transactions in real estate, stocks, bonds and other commodities, its charter authorizes it to engage in the motor transportation of passengers; and its assets are involved in the instant transaction as will hereinafter more fully appear. It owns and rents three pieces of improved real estate, two of which rent for an aggregate of $1,075 per month, including a garage and office building rented to the partnership as its headquarters for $500 per month. McDuff Turner is president, and his wife, son (Hamish Turner), and daughters are the other officers. As in the case of the new company, the capital stock of Scenic, Inc., ($78,769 representing $100 par-value common shares) had not actually been issued at the time of the hearing, but had been subscribed.

Certain operating rights of the partnership were formerly owned by McDuff Turner, doing business as Carolina Scenic Coach Lines. His early operations, including those conducted on his behalf by Hamish Turner as receiver during the 1933-36 period, are referred to in Turner Extension of Operations-Shelby, 7 M. C. C. 766, and Turner Extension of Operations-Pacolet, S. C., 11 M. C. C. 541. Subsequently, on April 30, 1943, in No. MC-FC-17827, authority was granted for the transfer of the operating rights of McDuff Turner to the partnership.

The partnership has authority to operate over a network of routes (1) radiating from Spartanburg and extending to (a) Asheville via Tryon and Hendersonville, N. C., (b) Marion via Rutherfordton, N. C., (c) Shelby, N. C., via Gaffney, S. C., (d) Columbia via Jonesville, Union, and Carlisle, S. C., (e) Saluda, over two routes, one via Pauline,

Pursuant to certificates in Nos. MC-14486, MC-14486 (Sub-No. 14), and MC-14486 (Sub-No. 15), issued on September 21, 1944, October 9, 1945, and January 29, 1947, respectively. Additional rights were granted to it in No. MC-14486 (Sub-No. 12) Carolina Scenic Coach Lines Ext.-Chimney Rock-Spartanburg, 46 M. C. C. 813.

Union, Whitmire, and Newberry, and the other via Pauline, Cross Anchor, Clinton, and Chappell, S. C., and (f) Greenwood via Woodruff, Enoree, and Laurens, S. C.; (2) between Landrum and Greenville via Greer, S. C.; (3) between Gaffney and Union via Jonesville, S. C.; and (4) between Saluda and Augusta, Ga., via Johnston and North Augusta, S. C. These routes make possible through routings, among others, between Asheville, Marion, and Shelby, on the one hand, and Augusta via Saluda, on the other. The principal route utilized on the Whitmire-Newberry-Saluda segment has been operated under a lease from Hamish Turner pursuant to authority granted April 26, 1945, in No. MC-F-31131, which authority expired June 7, 1947. The partnership has pending an application under section 207, in No. MC-14486 (Sub-No. 11), for authority to extend its operations over routes in the vicinity of Chesnee, S. C., and Spindale and Sandy Mush, N. C. The partnership owns 57 busses and operates 667 route-miles.

Certain early operations of Hamish Turner as an individual are described in Turner Extension of Operations-Charlotte, 26 M. C. C. 5, and Smoky Mountain Stages, Inc., Extension-Greenville, S. C., 28 M. C. C. 793. His present operations are over a network of routes within a triangular area bounded on the north by Charlotte, N. C., on the south by Columbia, and on the west by Walhalla, S. C. Included in this area are routes between Charlotte and Columbia via Rock Hill, Lando, Great Falls, and Winnsboro, S. C.; between Spartanburg and Anderson via Greenville; between Greenvile and York via Woodruff, Enoree, Cross Anchor, Union, and Lockhart, S. C.; between Anderson and Union via Laurens, Clinton, and Whitmire; between Union and Lancaster via Lockhart and Chester; between Walhalla and Columbia via Anderson, Greenwood, Saluda, and Batesburg; and between Greenwood and Newberry via Ninety Six and Chappell. Between Union and Whitmire, 18 miles, his operating rights duplicate those of the partnership, and there are other minor duplications, including those in the vicinities of Woodruff, Union, and Columbia. Approximately 15 points are served in common by the 2 carriers. As previously indicated, his operating rights between Whitmire and Saluda via Newberry were under lease to the partnership. He has pending applications under section 207, in Nos. MC-17820 (Sub-No. 11) and MC-17820 (Sub-No. 12) for authority to extend his operations between Landrum, S. C., and Charlotte, N. C., via Chesnee, Gaffney, and York, S. C., between Great Falls and Columbia via Camden, and between Columbia, Batesburg, and Leesville via

Pursuant to certificates in Nos. MC-17820, MC-17820 (Sub-No. 16), and MC-17820 (Sub-No. 17) issued on December 5, 1946, November 1, 1946, and February 4, 1947, respectively.