Annual Report Forms G and P require the respondents to complete a schedule entitled Corporate Control Over Respondent, providing the name of the controlling corporation, the manner in which control was established, the extent of control, whether the control was direct or indirect, and, if indirect, the name of the intermediary through which control was established. In addition, respondents are required to provide information as to whether any individual, association or corporation held control, as trustee, over the respondent; and if so, to provide the name of the trust, the name of the beneficiary for whom the trust was maintained, and the purpose of the trust. Annual Report Form P also requests the pipeline to complete a schedule entitled Companies Controlled Directly by Respondent Other Than Through Title to Securities, which requires information as to the name of the company controlled and the character of such control. Pipelines are also required to complete a schedule entitled Companies Controlled Through Nonreporting Intermediaries. This schedule also requests information as to the name of the company controlled and the character of the control, including how control was established, its extent, and the name of the intermediary through which indirect control exists.

FURTHER INFORMATION

Annual Report Form B-1 requires the car line to provide information similar to that contained in Annual Report Forms G and P. In addition, the car line is required to provide a list of companies under common control with it and a list of all companies controlled by the car line, either directly or indirectly.

Section 5 of the act provides ICC with authority to approve certain carrier consolidations. ICC regulations (49 CFR 1111) provide that an application for railroad and water carrier consolidation must include information as to whether or not the applicants are controlled by any other corporation or corporations, and, if such control is held, the application must state the name of the controlling corporation, the form of control, and its extent. In addition, the applicants are to provide information as to the measure of control or ownership exercised by the applicants over any carrier corporation subject to the Interstate Commerce Act, or over any properties of such corporation.

Section 12 of the act provides ICC with the authority to approve the construction, extension, acquisition, or operation of railroad lines, and ICC regulations (49 CFR 1120) require that an application for certificates of convenience and necessity be filed with the Commission for any of these purposes. The application must include information as to whether any corporation, individual, or trustee, holds control over the applicant; and if so, the form of control; whether such control is held in trust; the name and business address of the controlling corporation, or trustee; the manner in which control was established; the extent of control; whether the control is direct or indirect; the name and business address of the beneficiaries for whom the trust, if any, is maintained; and the purposes of the trust.

3. Information on Officers and Directors

Annual Report Forms A, G, and P each require separate schedules providing information on the officers and directors of the respondents. The schedule on directors requires the name of all directors, their address, length of term, and number of voting shares actually or benefically owned. The schedule on officers requires the title and

name of each general officer and their office address; the department over which jurisdiction is exercised; and the number of voting shares actually or benefically owned. Annual Report Forms C, E, and B-1 require the respondents to give the titles, names, and office addresses of all general officers and the names and office addresses of the directors.

Annual Report Form B-2 requires the independent companies furnishing railroad cars to provide the titles, names, and addresses of from three to five principal officers of the company at the close of the year.

RAILROAD AND WATER CARRIER CONSOLIDATION

ICC regulations (49 CFR 1111) issued pursuant to section 5 of the act require an application for railroad and water carrier consolidation to include the name, title, and business address of the officers and directors, or trustees of the applicants. The applications must also provide information as to whether any of the applicants, or any of their affiliates, have officers or directors in common with any other applicant or its affiliates; and if so, a reference to the ICC order, or orders, if any, authorizing the holding of such positions must be included.

Section 12 of the act also provides the authority for ICC regulations (49 CFR 1112) dealing with interlocking officers. Although ICC does not require a specific form to be filed, the regulations state that any party who has been authorized to hold a position with a carrier and wishes to hold, in addition to this position, a directorship or any office with another carrier, must apply for an order of authorization for such action from the Commission. The application must include the full name, occupation, and business address of the applicant; a specification of every carrier of which the applicant holds stock; and a description of each and every position held by applicant with any carrier.

4. Information on Long-Term and Short-Term Debt

The annual reports filed by the carriers all contain summary balance sheet information on long-term and short-term debts. Certain carriers are required to file additional detailed information on certain types of debts, as discussed below.

Annual Report Forms A, C, and B-1 require the respondents to complete the following schedules which contain information on long-term and short-term debt. A schedule entitled Amounts Payable to Affiliated Companies requires respondent to give full particulars as to the amounts payable by the respondent to affiliated companies including the name of the creditor company, the rate of interest, the balance, and amount of interest paid during the year. A schedule entitled Loans and Notes Payable requires the respondent to give particulars on the various creditors and the nature of the transaction creating the debt, including the name of the creditor, date of issue, date of maturity and rate of interest. Details of debts under $100,000 are not required. Annual Report Form B-1 requires the refrigerator car lines to complete an additional schedule entitled Other Liabilities which includes information as to the name of the creditor, a description of the liability and the amount outstanding at the close of the year.

Annual Report Form G requires electric railways to complete a schedule entitled Miscellaneous Accounts Payable providing the name of the creditor, the nature of the transaction creating the debt, and the balance outstanding.

AMOUNTS PAYABLE TO AFFILIATES

Annual Report Form E requires the lessor company to complete a schedule of amounts payable to affiliated companies showing the full particulars of the debt and the name of the creditor company.

Annual Report Form P requires pipeline companies to complete the following schedules which provide information on long-term and short-term debt. A schedule of notes payable requires the name of the creditor, the nature of the transaction, the date of issue, date of maturity, and rate of interest. A schedule on payables to affiliated companies requires the name of the creditor, nature of the transaction creating the debt, and the balance at the close of the year. A schedule on accounts payable requires the same particulars as the schedule on payables to affiliated companies.

Section 20a (9) of the act (49 U.S.C. 20a (9)) provides that all carriers subject to part I of the act are required to file a certificate of notification with the ICC within 10 days after the signing of short-term notes which mature not more than 2 years after issuance and which aggregate not more than 5 percent of the par value of the outstanding securities of the carrier. Pursuant to this authority, ICC regulations (49 CFR 1115.5) provide that the certificates of notification must provide a description of the short-term notes issued, the date issued, the principal amount of each note, the rate of interest and the name of the payee.

5. Enforcement and Effectiveness of Laws, Rules, and Regulations

See Comptroller General's letter, p. 197.

6. Availability and Cost of Duplicating Information

All annual report forms and application forms described above are available for public inspection. Copying machines for duplicating the reports are available at a cost of 25 cents per page. If an individual is unable to review and duplicate these documents in person, the information requested will be provided by the Commission at a cost of 25 cents per page.

7. Proposals for New Legislation and Authority

We were informed by agency officials that, during the past 10 years, ICC has proposed bills involving proprietary ownership; subsidiary, parent, and other control information; officers and directors; and long-term and short-term debt as follows:

(1) PROPOSALS DURING THE 92D CONGRESS

(a) S. 2630 and H.R. 11030 to grant the ICC authority to approve the acquisition and control of carriers under its jurisdiction by noncarriers, and approve common control of carrier and noncarrier enterprises.

(b) S. 3239 to amend section 20a (12) of the Interstate Commerce Act to eliminate ICC approval of interlocking directorates between affiliated carriers and to clarify that ICC approval must be obtained for interlocking directorates accomplished through different individuals representing a single business activity. The bill also proposed an amendment to section 20a of the Interstate Commerce Act to provide other carriers subject to ICC jurisdiction with the same exemptions in offering small notes or other secu

Section 220 of the Interstate Commerce Act (49 U.S.C. 320) provides ICC with authority to require annual, periodical, or special reports from all motor carriers, brokers, lessors, and associations; to prescribe the manner and form in which such reports shall be made; and to require answers to all questions which the ICC deems necessary.

Pursuant to this authority, ICC regulations (49 Ci R 1249) require the following annual reports to be filed by motor carriers:

(1) Annual Report Form A prescribed for Class I motor carriers (49 CFR 1249.1.)

(2) Annual Report Form B preseibed for Class II motor carriers (49 CFR 1249.2.)

(3) Annual Report Form A prescribed for persons having effective control over one or mere motor carriers through ownership of securities (49 CFR 1249.3.)

(4) Annual Report Form D prescribed for Class I passenger motor carriers (49 CFR 1249.5.)

In addition, ICC requires information on proprietary ownership; subsidieries, parents, and affiliations with other business entities; officers and directors; and long-term and short-term debt on numerous applications requiring ICC approval.

The information received on these applications and the aforementioned reports is discussed below in the same sequence as the information requested in Sonater Metcalf's letter of February 9, 1973, except for the evaluation of the enforcement and effectiveness of the rules and regulations which will be covered in the Comptroller General's formal response to Senator Metcalf.1

1. Information on Proprietary (Voting) Ownership

Annual Report Forms A, B, and D require the respondents to provide the names and addresses, number of votes, and classification of stock of the ten largest stockholders. If any such holder held securities in trust, the particulars of the trust must be provided.

Information received by ICC in connection with applications requiring ICC approval includes:

(1) Application for Motor Carrier Certificate of Registration, Form OP-OR-100, received pursuant to section 206 of the act and ICC regulation (49 CFR 1047.10) requires the names and addresses of all principal stockholders and the proportion of the total shares owned by such principal stockholders.

(2) Application for Transfer or Lease of Motor Carrier Certificate of Registration and Certain Other Single-State Operating Rights, Form BF-291, received pursuant to section 206 of the act and ICC regulations (49 CFR 1 See p. 197.

1003.1 and 1132.12) require the transferee and its affiliates to submit the names and business addresses of five principal stockholders and their respective holdings. If the holdings are in the name of nominees, the names of the real owners must be stated.

10 PRINCIPAL STOCKHOLDERS

(3) Application for Brokerage Licenses, Forms BMC 4 and BMC 5, received pursuant to section 211 of the act and ICC regulation (49 CFR 1003.1) require the name and business address of the 10 principal stockholders, shareholders or other parties having a beneficial interest in the applicant.

(4) Applications for Transfer or Lease of Motor Carrier Operating Rights, Transfer of Broker Licenses or Change in Control of a Brokerage Company, Form BF-200, received pursuant to section 212 of the act and ICC regulations (49 CFR 1003.1 and 1132) require the transferee and its affiliates to list the names and business address of

five principal stockholders and their respective holdings. If holdings are in the name of nominees, the real owners' names must be stated.

(5) Applications to Consolidate, Merge, Purchase, or Lease Motor Carrier Operating Rights and Properties, Form OP-F-44, received pursuant to section 203 of the act and ICC regulation (49 CFR 1003.1) requires the transferee, its affiliates, and any person or persons controlling the transferee to list 10 principal stockholders and their respective holdings. If the holdings are in the name of nominees, the names of the beneficial owners must be stated.

(6) Application to Acquire Control of Motor Carriers, Form OP-F-45, received pursuant to section 5 of the act and ICC regulation (49 CFR 1134.1) requires the name, business address and respective holdings of the 10 principal stockholders. This information is required from the motor carrier, its affiliates and any person or persons controlling the applicant. If the stockholdings are in the name of nominees, the real owners must be identified. ICC also requires that the name of the individual brokerage houses

be identified when the nominee for members of the New York Stock Exchange, Cede & Co., appear on any form.

2. Information on Subsidiaries, Parents, or any Other Company or Firm Having Control Over Subject Corporation

Annual Report Forms A, B, and D each require the reporting carriers to furnish:

(1) A complete list of companies under common control with them.

(2) A list of all companies which are owned or controlled by the respondent either directly or indirectly. This includes each directly controlled company, its subsidiaries, and any other companies of more remote control. For each company listed, the percentage of voting power represented by securities owned by the immediately controlling company must be stated.

(3) A list showing companies controlling the carriers. After each company listed, the percentage of voting power represented by securities owned by the immediately controlling company must be stated.

(4) If any individual, association, or corporation held control over the carrier as trustee, other than as receiver, the name of the trustee, the names of the beneficiary or beneficiaries and the purpose of the trust must be given. The several applications discussed in the preceding

sections also require information on subsidiaries, parents, or other control of the applicant.

Form OP-OR-9, Application for Motor Carrier Certificate or Permit, requires the applicant to indicate any interests it has in the affairs of other carriers. The form also requires the applicant to indicate any interest that any other carrier or person authorized to control a carrier has in the applicant. In addition, the applicant must name any person who simultaneously has any interest in the applicant and in another carrier.

Form OP-95, Application For Temporary Authority, requires the applicant to give the names of all carriers it controls, is under common control with, or is controlled by.

SUBJECT TO INTERSTATE COMMERCE ACT

Form BOR-100, Application for Motor Carrier Certificate of Registration, requires the applicant and the applicant's stockholders, officers and directors to state whether they are directly or indirectly affiliated with, in control of, or under common control with, any other carrier or carriers subject to the Interstate Commerce Act. The identity of the other carrier or carriers and a description of the nature and extent of control must be given.

Form BF-201, Application for Transfer or Lease of Motor Carrier Certificate of Registration and Certain Single-State Operating Rights, requires the transferee and its affiliates, persons controlling the transferee, officers, directors and the five principal stockholders to state whether they have an interest, direct or indirect, or exercise any measure of control over any carrier, express, or sleeping car company or forwarder.

Form BF-201 also requires the transferor and affiliates to state the nature and extent to which they are in control of, or controlled by, or affiliated with, any individual, partnership, corporation or other organization engaged in any form of transportation or activity connected with transportation.

Forms BMC 4 and BMC 5, Application for Brokerage Licenses, require the applicant to state whether it holds any financial interest in any individual, partnership, corporation or other organization and to indicate the character of the business and the applicant's relation. thereto and interest therein.

MULTI-PURPOSE FORM

Form BF-200, a multi-purpose form used to apply for license transfers and changes of control, requires the transferee and its affiliates to state whether it, any of its officers or directors, any of the five principal stockholders, or any person controlling the transferee owns any direct or indirect interest in, or exercise any measure of control over, any such carrier, company, or forwarder. The form also requires the transferor to identify any individual, partnership, corporation or other organization engaged in any form of transportation or activity connected with transportation which the transferor controls, is affiliated with, or controlled by.

Form OP-F-44, Application to Consolidate, Merge, Purchase or Lease Operating Rights and Properties of a Motor Carrier, requires that the transferee, its affiliates, and any person or persons controlling the transferee, any of their officers or directors, or any of their 10 principal stockholders must state whether they own any interest, directly or indirectly, or exercise any measure of control over any carrier, company or forwarder.

Form OP-F-45, Application to Acquire Control of a Motor Carrier, requires the applicant, its affiliates and any person or persons controlling the applicant to list its officers, directors and 10 principal stockholders. The applicant, its affiliates, any person controlling the applicant, or any officer, director, or 10 principal stockholders are required to name any carrier, company or forwarder in which they own any interest, directly or indirectly or exercise any measure of control.

3. Information on Officers and Directors

Annual Report Forms A, B and D require the respondent to list the names, addresses and terms of office of all directors. The reports also require the names and titles of the principal general officers.

Information about officers and directors is also received by ICC on the various application forms as follows:

Form OP-OR-9 requires the applicent to list the names and addresses of all officers and directors. The form also requires the applicant's officers and directors to list any interest they may have in other carriers. In addition, the form requires the applicant to list any officers or directors of any other carrier or person authorized to control a carrier and indicate any interest they may have in the applicant.

Form BOR-100 requires the applicant to state the names and addresses of all officers and directors. The applicant must state whether any officer or director is directly or indirectly affiliated with, in control of, or under common control with any other carrier or carriers. The officers and directors must identify the carrier or carriers and describe the nature and extent of such affiliation or control.

Form BF-201 requires the transferee and its affiliates to list the names, titles and business addresses of all officers and the names and business addresses of all directors. The form also requires officers and directors of the transferee and its affiliates to identify each carrier, company, or forwarder in which they have an interest, directly, or indirectly, or exercise any measure of control.

Forms BMC 4 and BMC 5 require the applicant to list the names and business addresses of all directors, and the names, business addresses and titles of all officers. The form also requires officers and directors of the applicant to state whether they are officers, directors, stockholders, or beneficial owners of any motor carrier and to name the carrier in which the interest or office is held.

Form BF-200 requires the transferee and its affiliates to list the name, title and business address of all officers and the name and business address of all directors. The form also requires the transferee's officers and directors to identify each carrier, company or forwarder in which they own any interest, directly or indirectly, or exercise any measure of control over.

Form BOP-102, a notice of intent to perform interstate transportation, requires the applicant to list the names, addresses and occupations of directors.

Form OP-F-44 requires the transferee, its affiliates and any person or persons controlling the transferee to list the names, title and business address of all officers and the names and business address of all directors. The form also requires the officers and directors to identify any carrier, company or forwarder in which they own any interest, directly or indirectly, or in which they exercise any measure of control.

Form OP-F-45 requires the applicant, its affiliates and any person or persons controlling the applicant, to submit the same information required in form OP-F-44 above.

4. Information on Long-Term and Short-Term Debt

Annual Report Forms A and D require the carrier to complete four schedules which contain information on payable requires, for each note of $5,000 or more, the name long-term and short-term debt. A schedule on notes of the holder, the purpose of the issue, the dates of issue and maturity, rate of interest and balance outstanding at the end of the year. A schedule on payables to affiliated companies requires the names of affiliated companies who hold loans and notes payable of $5,000 or more, the dates of issue and maturity, the rate of interest and the outstanding balance at the end of the year. A schedule on advances payable to affiliated companies and a schedule on other advances payable require the names of the motor carriers who hold notes payable in the amount of $5,000 or more, the dates of issue and maturity, the rate of interest and the balance of such notes at the close of the year.

Annual Report Form B requires the motor carrier to complete three schedules which contain information on short-term and long-term debt as follows:

(1) A schedule on notes payable and matured obligations require the names of the holder of notes payable and matured obligations of $5,000 or more, the purpose of the issue, the dates of issue and maturity, the rate of interest and the year-end balance.

(2) A schedule on payables to affiliated companies requires the name of the affiliated companies who hold loans and notes payable of $5,000 or more, the dates of issue and maturity, the rate of interest and the year end balance.

(3) A schedule on advances payable to affiliated companies requires the names of the motor carriers who hold notes payable in the amount of $5,000 or more.

Other schedules containing information on debt are received by ICC as part of the annual reports but the schedules do not show the name of the creditor or other details of the debt.

ICC regulations (49 CFR 1115.5) state that certificates of notification of the issuance of short-term notes required by paragraph (9) section 20a of the act must include a description of the short-term notes issued, including the amount, date and principal amount of each note, maturity date, rate of interest and the name of the payee.

5. Enforcement and Effectiveness of Laws, Rules and Regulations

See Comptroller General's letter, p. 197.

6. Availability and Cost of Duplicating Information The availability and cost of duplicating information on motor carriers is the same as for railroads.

7. Proposals for New Legislation and Authority Proposals for new legislation are discussed on p. 217.

Information Received From Water Carriers

Section 313 of the Interstate Commerce Act, as amended (49 U.S.C. 913) provides ICC with authority to require annual, periodical, or special reports from water carriers, lessors and associations; to prescribe the manner and form in which such reports shall be made; and to require answers to all questions upon which ICC may deem information to be necessary.

Pursuant to this authority, ICC regulations (49 CFR 1250) state that the following annual reports shall be filed by water carriers subject to regulation under Part III of the Interstate Commerce Act:

(1) Annual Report Form K-A prescribed for Class A and B water carriers on inland and coastal waterways (49 CFR 1250.10.)

(2) Annual Report Form M prescribed for maritime carriers (49 CFR 1250.20.)

(3) Annual Report Form K-C prescribed for Class C water carriers (49 CFR 1250.30.)

The information received in the aforementioned reports and in special applications is discussed below in the same sequence as the information requested in Senator Metcalf's letter of February 9, 1973, except for the evaluation of the enforcement and effectiveness of the rules and regulations which will be covered in the Comptroller General's formal response to Senator Metcalf.1

1. Information on Proprietary (Voting) Ownership

Annual Report Form K-A requires water carriers to complete a schedule on voting powers and elections which includes the names, addresses, number of votes and classification of stock of the thirty largest stockholders of the carrier. If any stockholder held the stock in trust, the particulars of the trust must be provided.

Annual Report Form M requires maritime carriers to complete a schedule on voting powers and elections which includes the names, addresses, number of votes and classification of stock, of stockholders owning 5 percent or more of the total of each class of capital stock. If any stockholder held the stock in trust, the particulars of the trust must be provided.

Section 303h of the act (49 U.S.C. 903h) provides the ICC with authority to exempt from regulation a water carrier engaged solely in transporting the property of the owner of all or substantially all of the voting stock of the carrier. Pursuant to this authority, ICC regulations (49 CFR 1003.2), require an application for exemption to be

filed which shows the names and addresses of the owner of all or substantially all of the stock and the names, addresses, and percentage of voting stock held by minority

stockholders.

2. Information on Subsidiaries, Parents, or Any Other Company or Firm Having Control Over Subject Corporation

Annual Report Forms K-A and M each require the carriers to complete three schedules which provide information on subsidiaries, parents and control of the carriers. A schedule on corporations controlled other than through title to securities shows the name of the corporation controlled; the nature of the control, including how control was established and the extent of such control; and the name of the intermediary through which indirect control exists.

A schedule on corporate control over the carrier shows the name of the controlling corporation; the manner in which control was established; the extent of control; whether the control was direct or indirect, and, if indirect, the name of the intermediary through which control was established. In addition, carriers are required to provide information as to whether any individual, association or corporation held control over them as trustee; and if so, they must provide the name of the trust, the name of the 1 See p. 197.

beneficiary for whom the trust was maintained, and the purpose of the trust.

A schedule on investments in affiliated companies identifies companies controlled by the carriers and the percent of control held. If any company is controlled other than through actual ownership of securities, the particulars of such control must be provided; and in cases of joint control, the carriers are required to give the names of the other parties holding control and the particulars of control.

Annual Report Form K-C requires the carrier to provide the name, address, and nature of business of all holding companies, subsidiaries, affiliates and associated companies in which the carrier has an interest, or which have an interest in the carrier.

Section 309 of the act (49 U.S.C. 909) states that no common carrier by water, subject to Part III of the act, shall engage in transportation, unless it holds a certificate of public convenience and necessity issued by the ICC, and that no person shall engage in the business of a contract carrier by water, subject to Part III of the act, unless he holds an effective permit issued by the ICC. Pursuant to this authority, ICC regulations (49 CFR 1003.2), require applications for certificates as common carriers by water and for permits as contract carriers by water to be filed with ICC. On the application the carrier must state whether it is controlled by a person who has filed, or intends to file, a separate application for a certificate as a common carrier by water or for a permit as a contract carrier by water. If so, the carrier must provide the name and address of such person. If the carrier controls a person, or is under common control with a person, who has filed or intends to file, a separate application for such a certificate or permit; the carrier must provide the name and address of such person.

Section 302(e) of the act (49 U.S.C. 902(e)) states that whenever the ICC determines that regulation of a vessel of any person is not necessary to carry out the national transportation policy declared in the act, the ICC can exempt such person from regulation. To obtain an exemption, ICC regulations (49 CFR 1003.2) require an application to be filed which shows whether the applicant owns under common control with another carrier that holds or or controls another carrier and whether the applicant is has applied for a certificate as a common carrier or a permit as a contract carrier. If so, the applicant is required to provide the name and address of such person. 3. Information on Officers and Directors

Annual Report Forms K-A and M each require the carriers to provide the name and address of all directors of the carrier, their term of office, and the number of voting shares in the carrier actually or beneficially owned by the directors. In addition, the carriers must provide the name and address of all officers of the carrier, the title, the departments over which each officer has jurisdiction, and the number of voting shares in the carrier actually or beneficially owned by each officer.

Applications filed by carriers seeking exemption from regulation under Part III of the act, require a listing of the names and addresses of all directors and officers of the applicant.

4. Information on Long-Term and Short-Term Debt

Annual Report Form K-A requires water carriers to complete a schedule on notes payable which shows for each note of $5,000 or more the name of the creditor, the nature