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FURTHER INFORMATION

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Annual Report Forms G and P require the respondents name of each general officer and their office address; the to complete a schedule entitled Corporate Control Over department over which jurisdiction is exercised; and the Respondent, providing the name of the controlling cor- number of voting shares actually or_benefically owned. poration, the manner in which control was establish:ed, the Annual Report Forms C, E, and B-1 require the reextent of control, whether the control was direct or in- spondents to give the titles, names, and office addresses of direct, and, if indirect, the name of the intermediary all general officers and the names and office addresses of through which control was establised. In addition, re- the directors. spondents are required to provide information as to Annual Report Form B-2 requires the independent wliether any individual, association or corporation held companies furnishing railroad cars to provide the titles, control, as trustee, over the respondent; and if so, to names, and addresses of from three to five principal provide the name of the trust, the name of the beneficiary officers of the company at the close of the year. for whom the trust was maintained, and the purpose of the trust. Annual Report Form P also requests the pipe

RAILROAD AND WATER CARRIER CONSOLIDATION line to complete a schedule entitled Companies Controlled Directly by Respondent Other Than Through ICC regulations (49 CFR 1111) issued pursuant to Title to Securities, which requires information as to the section 5 of the act require an application for railroad and name of the company controlled and the character of such water carrier consolidation to include the name, title, and control. Pipelines are also required to complete a schedule business address of the officers and directors, or trustees of entitled Companies Controlled Through Nonreporting the applicants. The applications must also provide inforIntermediaries. This schedule also requests information mation as to whether any of the applicants, or any of their as to the name of the company controlled and the character affiliates, have officers or directors in common with any of the control, including how control was established, its other applicant or its affiliates; and if so, a reference to the extent, and the naine of the intermediary through which ICC order, or orders, if any, authorizing the holding of indirect control exists.

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 Annual Report Form B-1 requires the car line to

be filed, the regulations state that any party who has been provide information similar to that contained in Annual

authorized to hold a position with a carrier and wishes to Report Forms G and P. In addition, the car line is hold, in addition to this position, a directorship or any required to provide a list of companies under common office with another carrier, must apply for an order of control with it and a list of all companies controlled by authorization for such action from the Commission. The the car line, either directly or indirectly.

application must include the full name, occupation, and Section 5 of the act provides ICC with authority to business address of the applicant; a specification of every approve certain carrier consolidations. ICC regulations carrier of which the applicant holds stock; and a descrip(49 CFR 1111) provide that an application for railroad tion of each and every position held by applicant with any and water carrier consolidation must include information

carrier. 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 4. Information on Long-Term and Short-Term Debt corporation, the form of control, and its extent. In addi- The annual reports filed by the carriers all contain tion, the applicants are to provide information as to the summary balance sheet information on long-term and measure of control or ownership exercised by the appli- short-term debts. Certain carriers are required to file cants over any carrier corporation subject to the Inter- additional detailed information on certain types of debts, state Commerce Act, or over any properties of such as discussed below. corporation.

Annual Report Forms A, C, and B-1 require the reSection 12 of the act provides ICC with the authority spondents to complete the following schedules which conto approve the construction, extension, acquisition, or tain information on long-term and short-term debt. A operation of railroad lines, and ICC regulations (49 CFR schedule entitled Amounts Payable to Affiliated Com1120) require that an application for certificates of con

panies requires respondent to give full particulars as to the venience and necessity be filed with the Commission for

amounts payable by the respondent to affiliated companies any of these purposes. The application must include including the name of the creditor company, the rate of information as to whether any corporation, individual, or interest, the balance, and amount of interest paid during trustee, holds control over the applicant; and if so, the the year. A schedule entitled Loans and Notes Payable form of control; whether such control is held in trust; the requires the respondent to give particulars on the various name and business address of the controlling corporation, creditors and the nature of the transaction creating the or trustee; the manner in which control was established; debt, including the name of the creditor, date of issue, the extent of control; whether the control is direct or

date of maturity and rate of interest. Details of debts indirect; the name and business address of the bene

under $100,000 are not required. Annual Report Form ficiaries for whom the trust, if any, is maintained; and the B-1 requires the refrigerator car lines to complete an purposes of the trust.

additional schedule entitled Other Liabilities which in

cludes information as to the name of the creditor, a 3. Information on Officers and Directors

description of the liability and the amount outstanding Annual Report Forms A, G, and Peach require

at the close of the year. separate schedules providing information on the officers Annual Report Form G requires electric railways to and directors of the respondents. The schedule on directors complete a schedule entitled Miscellaneous Accounts requires the name of all directors, their address, length of Payable providing the name of the creditor, the nature of term, and number of voting shares actually or benefically the transaction creating the debt, and the balance outowned. The schedule on officers requires the title and standing.

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AMOUNTS PAYABLE TO AFFILIATES

rities issues now applicable to molor carriers

pursuant to section 214 of the act. Annual Report Form E requires the lessor company to (2) IN THE 91ST CONGRESS complete a schedule of amounts payable to affiliated

(a) H.R. 19720 to give ICC jurisdiction over companies showing the full particulars of the debt and the

conglomerates in the transportation industry. name of the creditor company.

(3) IN THE 89TH CONGRESS Annual Report Form P requires pipeline companies to

(a) S. 1150 and II. R. 5241 contained provision complete the following schedules which provide infor

to amend section 20a (12) of the Interstate Cornmation on long-term and short-term debt. A schedule of

merce Act similar to those in S. 3239 in the 92d notes payable requires the name of the creditor, the nature

Congress. of the transaction, the date of issue, date of maturity, and rate of interest. A schedule on payables to affiliated Information Received From Motor Carriers companies requires the name of the creditor, nature of the transaction creating the debt, and the balance at the close Section 220 of the Interstate Commerce Act (49 U.S.C. of the year. A schedule on accounts payable requires the 320) provides ICC with authority to require annual, same particulars as the schedule on payables to affiliated periodical, or special reports from all motor carriers, companies.

brokers, lessors, and associations; to prescribe the manner Section 20a (9) of the act (49 U.S.C. 20a (9)) provides and form in which such reports shall be made; and to that all carriers subject to part I of the act are required to require answers to all questions which the ICC deems file a certificate of notification with the ICC within 10 days necessary. after the signing of short-term notes which mature not Pursuant to this authority, ICC regulations (49 CR more than 2 years after issuance and which aggregate 1249) require the following annual reports to be filed by not more than 5 percent of the par value of the outstanding motor carriers: securities of the carrier. Pursuant to this authority, ICC

(1) Annual Report Forni A prescribed for Class I regulations (49 CFR 1115.5) provide that the certificates

motor carriers (49 CHR 1249.1.) of notification must provide a description of the short-term

(2) Annual Report i orin B prescribed for Class II notes issued, the date issued, the principal amount of each

motor carriers (49 CFR 1249.2.) note, the rate of interest and the name of the payee.

(3) Annual Report Form A pres ribed for persons

having effective control ovir or more 5. Enforcement and Effectiveness of Laws, Rules, and Reg

motor carriers through ownership of securities ulations

(49 CF R 1249.3.) See Comptroller General's letter, p. 197.

(4) Annual Report Form D prescribed for Class I

passenger motor carriers (49 CFR 1249.5.) 6. Availability and Cost of Duplicating Information

In addition, ICC requires information on proprietary All annual report forms and application forms described ownership; subsidieries, parents, and affiliations with other above are available for public inspection. Copying ma

business entities; officers and directors; and long-term and chines for duplicating the reports are available at a cost

short-term debt on numerous applications requiring ICC of 25 cents per page. If an individual is unable to review approval. and duplicate these documents in person, the information

The information received on these applications and the requested will be provided by the Commission at a cost of aforementioned reports is discussed below in the same 25 cents per page.

sequence as the information requested in Serier Metcall's

letter of February 9, 1973, except for the reallation of the 7. Proposals for New Legislation and Authority

enforcement and effectiveness of the rules : romulations

which will be covered in the Comptroller General's formal We were informed by agency officials that, during the

response to Senator Metcalf," past 10 years, ICC has proposed bills involving proprietary ownership; subsidiary, parent, and other control informa- 1. Information on Proprietary (Voting) Ownership tion; officers and directors; and long-term and short-term debt as follows:

Annual Report Forms A, B, and D require the respondi

ents to provide the names and addresses, number of votes, (1) PROPOSALS DURING THE 92D CONGRESS

and classification of stock of the ten largest stockholders. (a) S. 2630 and H.R. 11030 to grant the ICC If any such holder held securities in trust, the particulars authority to approve the acquisition and control of the trust must be provided. of carriers under its jurisdiction by noncarriers,

Information received by ICC in connection with appliand approve common control of carrier and noncarrier enterprises.

cations requiring ICC approval includes:

(1) Application for Motor Carrier Certificate of Regis(6) S. 3239 to amend section 20a(12) of the Interstate Commerce Act to eliminate ICC ap

tration, Form OP-OR-100, received pursuant to section proval of interlocking directorates between affili- 206 of the act and ICC regulation (49 CFR 1047.10) ated carriers and to clarify that ICC approval holders and the proportion of the total shares owned by

requires the names and addresses of all principal stockmust be obtained for interlocking directorates

such principal stockholders.
accomplished through different individuals rep-
resenting a single business activity. The bill also

(2) Application for Transfer or Lease of Motor Carrior proposed an amendment to section 20a of the

Certificate of Registration and Certain Other Single-State Interstate Commerce Act to provide other car

Operating Rights, Form BF-291, received pursuunt to riers subject to ICC jurisdiction with the saine

section 206 of the act and ICC regulation; (49 CFR exemptions in offering small notes or other secu- 1 Sce p. 197.

1003.1 and 1132.12) require the transferee and its affiliates sections also require information on subsidiaries, parents, to submit the names and business addresses of five princi- or other control of the applicant. pal stockholders and their respective holdings. If the hold- Form OP-OR-9, Application for Motor Carrier Certifiings are in the name of nominees, the names of the real cate or Permit, requires the applicant to indicate any owners must be stated.

interests it has in the affairs of other carriers. The form

also requires the applicant to indicate any interest that 10 PRINCIPAL STOCKHOLDERS

any other carrier or person authorized to control a carrier

has in the applicant. In addition, the applicant must (3) Application for Brokerage Licenses, Forms BMC 4 name any person who simultaneously has any interest and BMC 5, received pursuant to section 211 of the act in the applicant and in another carrier. and ICC regulation (49 CFR 1003.1) require the name Form OP-95, Application For Temporary Authority, and business address of the 10 principal stockholders, requires the applicant to give the names of all carriers shareholders or other parties having a beneficial interest it controls, is under common control with, or is controlled in the applicant.

by. (4) Applications for Transfer or Lease of Motor Carrier

SUBJECT TO INTERSTATE COMMERCE ACT Operating Rights, Transfer of Broker Licenses or Change in Control of a Brokerage Company, Form BF-200, Form BOR-100, Application for Motor Carrier Certifireceived pursuant to section 212 of the act and ICC regu- cate of Registration, requires the applicant and the aplations (49 CFR 1003.1 and 1132) require the transferee plicant's stockholders, officers and directors to state and its affiliates to list the names and business address of

whether they are directly or indirectly affiliated with, five principal stockholders and their respective holdings: in control of, or under common control with, any other If holdings are in the name of nominees, the real owners'

carrier or carriers subject to the Interstate Commerce names must be stated.

Act. The identity of the other carrier or carriers and a (5) Applications to Consolidate, Merge, Purchase, or

description of the nature and extent of control must be Lease Motor Carrier Operating Rights and Properties, given. Form OP-F-44, received pursuant to section 203 of the Form BF-201, Application for Transfer or Lease of act and ICC regulation (49 CFR 1003.1) requires the Motor Carrier Certificate of Registration and Certain transferee, its affiliates, and any person or persons control- Single-State Operating Rights, requires the transferee lingsthe transferee to list 10 principal stockholders and and its affiliates, persons controlling the transferee, their respective holdings. If the holdings are in the name officers, directors and the five principal stockholders to of nominees, the names of the beneficial owners must be

state whether they have an interest, direct or indirect, stated.

or exercise any measure of control over any carrier, express, (6) Application to Acquire Control of Motor Carriers,

or sleeping car company or forwarder. Form OP-F-45, received pursuant to section 5 of the act Form BF-201 also requires the transferor and affiliates and ICC regulation (49 CFR 1134.1) requires the name, to state the nature and extent to which they are in business address and respective holdings of the 10 principal control of, or controlled by, or affiliated with, any indistockholders. This information is required from the motor vidual, partnership, corporation or other organization carrier, its affiliates and any person or persons controlling engaged in any form of transportation or activity conthe applicant. If the stockholdings are in the name of nected with transportation. nominees, the real owners must be identified. ICC also

Forms BMC 4 and BMC 5, Application for Brokerage requires that the name of the individual brokerage houses Licenses, require the applicant to state whether it holds be identified when the nominee for members of the New

any financial interest in any individual, partnership, York Stock Exchange, Cede & Co., appear on any form. corporation or other organization and to indicate the

character of the business and the applicant's relation 2. Information on Subsidiaries, Parents, or any Other

thereto and interest therein. Company or Firm Having Control Over Subject Cor

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

Form BF-200, a multi-purpose form used to apply for

license transfers and changes of control, requires the (1) A complete list of companies under common control

transferee and its affiliates to state whether it, any of its with them.

officers or directors, any of the five principal stockholders, (2) A list of all companies which are owned or controlled

or any person controlling the transferee owns any direct by the respondent either directly or indirectly. This or indirect interest in, or exercise any measure of control includes each directly controlled company, its subsidiaries,

over, any such carrier, company, or forwarder. The form and any other companies of more remote control. For each

also requires the transferor to identify any individual, company listed, the percentage of voting power repre- partnership, corporation or other organization engaged in sented by securities owned by the immediately controlling any form of transportation or activity connected with company must be stated.

transportation which the transferor controls, is affiliated (3) A list showing companies controlling the carriers. with, or controlled by. After each company listed, the percentage of voting power Form OP-F-44, Application to Consolidate, Merge, represented by securities owned by the immediately Purchase or Lease Operating Rights and Properties of a controlling company must be stated.

Motor Carrier, requires that the transferee, its affiliates, (4) If any individual, association, or corporation held and any person or persons controlling the transferee, any control over the carrier as trustee, other than as receiver, of their officers or directors, or any of their 10 principal the name of the trustee, the names of the beneficiary or stockholders must state whether they own any interest, beneficiaries and the purpose of the trust must be given. directly or indirectly, or exercise any measure of control

The several applications discussed in the preceding over any carrier, company or forwarder.

MULTI-PURPOSE FORM

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Form OP-F-45, Application to Acquire Control of a 4. Information on Long-Term and Short-Term Debt
Motor Carrier, requires the applicant, its affiliates and any
person or persons controlling the applicant to list its

Annual Report Forms A and D require the carrier to officers, directors and 10 principal stockholders. The appli- complete four schedules which contain information on cant, its affiliates, any person controlling the applicant, or long-term and short-term debt. A schedule on notes any officer, director, or 10 principal stockholders are're payable requires, for each note of $5,000 or more, the name quired to name any carrier, company or forwarder in

of the holder, the purpose of the issue, the dates of issue which they own any interest, directly or indirectly or exer

and maturity, rate of interest and balance outstanding cise any measure of control.

at the end of the year. A schedule on payables to affiliated

companies requires the names of affiliated companies who 3. Information on Officers and Directors

hold loans and notes payable of $5,000 or more, the dates

of issue and maturity, the rate of interest and the outAnnual Report Forms A, B and D require the

respond- standing balance at the end of the year. A schedule on ent to list the names, addresses and terms of office of all advances payable to affiliated companies and a schedule directors. The reports also require the names and titles on other advances payable require the names of the motor of the principal general officers.

carriers who hold notes payable in the amount of $5,000 Information about officers and directors is also received or more, the dates of issue and maturity, the rate of inby ICC on the various application forms as follows: terest and the balance of such notes at the close of the

Form OP-OR-9 requires the applicent to list the names year. and addresses of all officers and directors. The form also

Annual Report Form B requires the motor carrier to requires the applicant's officers and directors to list any complete three schedules which contain information on interest they may have in other carriers. In addition, the

short-term and long-term debt as follows: form requires the applicant to list any officers or directors of any other carrier or person authorized to control a car

(1) A schedule on notes payable and matured obligations rier and indicate any interest they may have in the require the names of the holder of notes payable and applicant.

matured obligations of $5,000 or more, the purpose of Form BOR-100 requires the applicant to state the

the issue, the dates of issue and maturity, the rate of names and addresses of all officers and directors. The

interest and the year-end balance. applicant must state whether any officer or director is

(2) A schedule on payables to affiliated companies directly or indirectly affiliated with, in control of, or under requires the name of the affiliated companies who hold common control with any other carrier or carriers. The loans and notes payable of $5,000 or more, the dates of officers and directors must identify the carrier or carriers issue and maturity, the rate of interest and the year end and describe the nature and extent of such affiliation or

balance. control.

(3) A schedule on advances payable to affiliated comForm BF-201 requires the transferee and its affiliates panies requires the names of the motor carriers who hold to list the names, titles and business addresses of all notes payable in the amount of $5,000 or more. officers and the names and business addresses of all Other schedules containing information on debt are directors. The form also requires officers and directors of received by ICC as part of the annual reports but the the transferee and its affiliates to identify each carrier, schedules do not show the name of the creditor or other company, or forwarder in which they have an interest, details of the debt. directly, or indirectly, or exercise any measure of control.

ICC regulations (49 CFR 1115.5) state that certificates Forms BMC 4 and BMC 5 require the applicant to list

of notification of the issuance of short-term notes required the names and business addresses of all directors, and the names, business addresses and titles of all officers.

by paragraph (9) section 20a of the act must include a The form also requires officers and directors of the appli- amount, date and principal amount of each note, maturity

description of the short-term notes issued, including the cant to state whether they are officers, directors, stock- date, rate of interest and the name of the payee. holders, or beneficial owners of any motor carrier and to name the carrier in which the interest or office is beld. Form BF-200 requires the transferee and its affiliates

5. Enforcement and Effectiveness of Laws, Rules and to list the name, title and business address of all officers

Regulations and the name and business address of all directors. The See Comptroller General's letter, p. 197. form also requires the transferee's officers and directors to identify each carrier, company or forwarder in which 6. Availability and Cost of Duplicating Information they own any interest, directly or indirectly, or exercise any measure of control over.

The availability and cost of duplicating information on Form BOP-102, a notice of intent to perform interstate

motor carriers is the same as for railroads. transportation, requires the applicant to list the names, addresses and occupations of directors.

7. Proposals for New Legislation and Authority Form OP-F-44 requires the transferee, its affiliates

Proposals for new legislation are discussed on p. 217. and any person or persons controlling the transferee to list the names, title and business address of all officers Information Received From Water Carriers and the names and business address of all directors. The form also requires the officers and directors to identify Section 313 of the Interstate Commerce Act, as amended any carrier, company or forwarder in which they own any interest, directly or indirectly, or in which they exercise annual, periodical, or special reports

(49 U.S.C. 913) provides ICC with authority to require

from water carriers, Any measure of control.

Form OP-F-45 requires the applicant, its affiliates and lessors and associations; to prescribe the manner and any person or persons controlling the applicant, to sub- form in which such reports shall be made; and to require mit the same information required in form OP-F-44 answers to all questions upon which ICC may deem above.

information to be necessary.

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Pursuant to this authority, ICC regulations (49 CFR beneficiary for whom the trust was maintained, and the 1250) state that the following annual reports shall be purpose of the trust. filed by water carriers subject to regulation under Part III A schedule on investments in affiliated companies of the Interstate Commerce Act:

identifies companies controlled by the carriers and the (1) Annual Report Form K-A prescribed for Class A

percent of control held. If any company is controlled other and B water carriers on inland and coastal

than through actual ownership of securities, the particulars

of such control must be provided; and in cases of joint waterways (49 CFR 1250.10.)

control, the carriers are required to give the names of the (2) Annual Report Form M prescribed for maritime carriers (49 CFR 1250.20.)

other parties holding control and the particulars of

control. (3) Annual Report Form K-C prescribed for Class C

Annual Report Form K-C requires the carrier to provide water carriers (49 CFR 1250.30.)

the name, address, and nature of business of all holding The information received in the aforementioned reports companies, subsidiaries, affiliates and associated companies and in special applications is discussed below in the same in which the carrier has an interest, or which have an sequence as the information requested in Senator Met- interest in the carrier. calf's letter of February 9, 1973, except for the evaluation Section 309 of the act (49 U.S.C. 909) states that no of the enforcement and effectiveness of the rules and common carrier by water, subject to Part III of the act, regulations which will be covered in the Comptroller shall engage in transportation, unless it holds a certificate General's formal response to Senator Metcalf.'

of public convenience and necessity issued by the ICC, and

that no person shall engage in the business of a contract 1. Information on Proprietary (Voting) Ownership

carrier by water, subject to Part III of the act, unless he Annual Report Form K-A requires water carriers to

holds an effective permit issued by the ICC. Pursuant to complete a schedule on voting powers and elections which

this authority, ICC regulations (49 CFR 1003.2), require includes the names, addresses, number of votes and classi- applications for certificates as common carriers by water fication of stock of the thirty largest stockholders of the

and for permits as contract carriers by water to be filed carrier. If any stockholder held the stock in trust, the

with ICC. On the application the carrier must state particulars of the trust must be provided.

whether it is controlled by a person who has filed, or Annual Report Form M requires maritime carriers to

intends to file, a separate application for a certificate as a

common carrier by water or for a permit as a contract complete a schedul on voting powers and elections which includes the names, addresses, number of votes and clas

carrier by water. If so, the carrier must provide the name sification of stock, of stockholders owning 5 percent or

and address of such person. If the carrier controls a person, more of the total of each class of capital stock. If any

or is under common control with a person, who has filed stockholder held the stock in trust, the particulars of the

or intends to file, a separate application for such a certiftrust must be provided.

icate or permit; the carrier must provide the name and

address of such person. Section 303h of the act (49 U.S.C. 903h) provides the ICC with authority to exempt from regulation a water

Section 302(e) of the act (49 U.S.C. 902(e)) states that carrier engaged solely in transporting the property of the

whenever the ICC determines that regulation of a vessel owner of all or substantially all of the voting stock of the

of any person is not necessary to carry out the national carrier. Pursuant to this authority, ICC regulations (49 transportation policy declared in the act, the ICC can CFR 1003.2), require an application for exemption to be exempt

such person from regulation. To obtain an exempfiled which shows the names and addresses of the owner

tion, ICC regulations (49 CFR 1003.2) require an appliof all or substantially all of the stock and the names,

cation to be filed which shows whether the applicant owns addresses, and percentage of voting stock held by minority under common control with another carrier that holds or

or controls another carrier and whether the applicant is stockholders.

has applied for a certificate as a common carrier or a 2. Information on Subsidiaries, Parents, or Any Other permit as a contract carrier. If so, the applicant is required Company or Firm Having Control Over Subject

to provide the name and address of such person. Corporation

3. Information on Officers and Directors Annual Report Forms K-A and M each require the carriers to complete three schedules which provide in

Annual Report Forms K-A and M each require the formation on subsidiaries, parents and control of the car

carriers to provide the name and address of all directors riers. A schedule on corporations controlled other than

of the carrier, their term of office, and the number of through title to securities shows the name of the corpora

voting shares in the carrier actually or beneficially owned tion controlled; the nature of the control, including how by the directors. In addition, the carriers must provide the control was established and the extent of such control;

name and address of all officers of the carrier, the title, and the name of the intermediary through which indirect

the departments over which each officer has jurisdiction, control exists.

and the number of voting shares in the carrier actually or A schedule on corporate control over the carrier shows beneficially owned by each officer. the name of the controlling corporation; the manner in Applications filed by carriers seeking exemption from which control was established; the extent of control; regulation under Part III of the act, require a listing of whether the control was direct or indirect, and, if indirect, the names and addresses of all directors and officers of the the name of the intermediary through which control was applicant. established. In addition, carriers are required to provide information as to whether any individual, association or 4. Information on Long-Term and Short-Term Debt corporation held control over them as trustee; and if so, they must provide the name of the trust, the name of the complete a schedule on notes payable which shows for each

Annual Report Form K-A requires water carriers to See p. 197.

note of $5,000 or more the name of the creditor, the nature

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