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(Page 15)

or relations between such bank, firm, association, or person, 2 and one or more carriers or subsidiaries.

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(e) It shall be unlawful for carriers subject to this part to keep any accounts, books, records, memoranda, and other 5 documents inconsistent with those prescribed or approved 6 by the Commission. This provision shall apply to receivers 7 and trustees of carriers.

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(6) In case of failure or refusal on the part of any 9 such carrier, receiver, or trustee to keep such [ac10 counts,] accounts and records, [and memoranda] on the books and in the manner prescribed by the Commission, or in case of failure or refusal on the part of any carrier, receiver, 13 trustee, subsidiary, controlling person, affiliate, or other person to submit [such any accounts, books, records, [and memoranda as are kept] memoranda, correspondence, or other documents to the [inspection of the] Commission or any of its authorized agents or examiners for inspection or copying, as required by this section, such carrier, receiver, [or trustee] 19 trustee, subsidiary, controlling person, affiliate, or other person 20 shall forfeit to the United States the sum of [five hundred 21 dollars] $500 for each such offense and for each and every 22 day of the continuance of such offense, such forfeitures to be 23 recoverable in the same manner as other forfeitures provided 24 for in this part.

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1 (7) Any person who shall willfully [make] make, 2 cause to be made, or participate in the making of, any false 3 entry in any annual or other report required to be filed, or in the accounts of any book of accounts or in any record or 5 memoranda kept by a carrier or a subsidiary thereof, or who shall willfully destroy, mutilate, [alter,] or alter such 7 accounts, books, or records, or by any [other] means or 8 device falsify the record of any such account, record, or 9 memoranda, or any books, correspondence, or other docu10 ments, or who shall willfully neglect or fail to make full,

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true, and correct entries in any such [accounts,] accounts or records, [or memoranda] of all facts and transactions 13 appertaining to the [carrier's] business of the carrier or 14 subsidiary, or shall keep any [other] accounts, records, or memoranda [than] inconsistent with those prescribed or 16 approved by the Commission, or shall knowingly or willfully 17 file with the Commission any false report or other document 18 required to be filed by it, shall be deemed guilty of a misdemeanor, and shall be subject, upon conviction in any court of the United States of competent jurisdiction, to a fine of not less than [one thousand dollars] $1,000 nor more than 22 [five thousand dollars] $5,000 or imprisonment for a term 23 not less than one year nor more than three years, or both such 24 fine and imprisonment: Provided, That the Commission 25 [may] may, in its [discretion] discretion, issue orders speci

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fying such operating, accounting, or financial papers, records, books, blanks, tickets, stubs, correspondence, or documents of carriers [which] and subsidiaries as may, after a reasonable time, be destroyed, and prescribing the length of time such books, papers, correspondence, or documents shall be pre6 served. As used in this part, the word "keep" shall be con7 strued to mean make, prepare, or compile, as well as retain.

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PARAGRAPHS (13) AND (14), SECTION 20A, INTERSTATE
COMMERCE ACT

(13) Subsidiaries of carriers (other than subsidiaries which are carriers subject to this part, and other than common or contract carriers by motor vehicle, corporations organized 13 for the purpose of engaging in transportation as such carriers, and corporations authorized by order entered under section 213 (a) (1) of Part II to acquire control of any such car16 rier, or of two or more such carriers) shall be subject to the 17 provisions of paragraphs (2) to (6) and (8) to (11), inclu18 sive, of this section, including penalties applicable in cases of 19 violations thereof: Provided, That such paragraphs shall not 20 apply to the issuance of securities by a wholly owned subsid21 iary to the carrier which owns such subsidiary or to one or more other wholly owned subsidiaries of such carrier, but in such event it shall be unlawful for the carrier or subsidiary to which such securities are issued to sell or otherwise dispose of 25 the same to any other person without the authorization of the

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Commission under paragraph 2 of this section: Provided fur2 ther, That the Commission shall by order authorize an issue or 3 assumption by any such subsidiary under paragraph (2) of 4 this section only if it finds that such issue or assumption is 5 compatible with the public interest in transportation, will not 6 adversely affect the carrier or carriers in control of such subsidiary, and will not impair the ability of such carrier or carriers to perform their service to the public. As used in this 9 paragraph, the term "wholly owned subsidiary" means a sub10 sidiary all of whose outstanding voting securities (exclusive of 11 directors' qualifying shares) are owned by a carrier or by a 12 company which is a wholly owned subsidiary by virtue of this 13 sentence, or by both.

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(14) After December 31, 1939, it shall be unlawful 15 for any officer or director of a carrier to hold the position 16 of officer or director of a subsidiary which is subject to 17 paragraph (13) of this section and less than 100 per centum 18 of whose stock (exclusive of directors' qualifying shares) 19 is held by such carrier or by another such subsidiary, unless 20 such holding shall have been authorized by order of the 21 Commission, upon due showing in form and manner as pre22 scribed by the Commission, that neither public nor private interests will be adversely affected thereby. After this para24 graph takes effect, the second and third sentences of para

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1 graph (12) of this section shall apply to subsidiaries subject to paragraph (13) of this section.

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SECTION 20B, INTERSTATE COMMERCE ACT

SEC. 20b. (1) It shall be unlawful, except with the prior approval of the Commission under paragraph (2) 6 of this section, for any carrier or subsidiary (or for any 7 carrier and one or more subsidiaries which are controlled, 8 directly or indirectly, by such carrier), directly or indirectly, 9 by any method or device whatsoever

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(i) to expend or effect the expenditure of any funds, transfer or effect the transfer of anything of value, or make, cause to be made, or guarantee any loan (whether or not in connection with any obligation, contract, or agreement), to an aggregate amount in excess of $50,000 of money or value in any one calendar year; or

(ii) to incur any obligation or enter into any contract or agreement (other than an obligation which is, or a contract or agreement which is, and all terms and conditions of which are, conditional as to performance and validity upon the approval of such obligation, contract, or agreement by the Commission under paragraph (2) of this section), providing for the expenditure of funds, the transfer of anything of value, or the making or guaranteeing of any loan, by or effected by such car

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(Page 20)

rier or subsidiary, to an amount in excess of $50,000 of money or value,

3 for or in connection with the acquisition, direct or indirect, or 4 by any means whatsoever, by or in behalf of such carrier or 5 subsidiary, of any interest whatsoever in securities (includ6 ing any note, stock, bond, debenture, any collateral-trust 7 certificate, voting-trust certificate, certificate of deposit for a security, receiver's or trustee's certificate, or, in general, any instrument commonly known as a "security"; or any 10 certificate of interest or participation in, temporary interim certificate for, receipt for, guaranty of, assumption 12 of liability on, or warrant or right to subscribe to or pur13 chase, any of the foregoing).

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or

(2) (a) Any carrier or subsidiary which proposes to 15 enter into or effect a transaction which is prohibited by para16 graph (1) of this section unless the Commission approve 17 such transaction, shall file an application for approval of 18 such transaction with the Commission. Within a reasonable 19 time after the filing of such application, and after investigation of the purposes and uses of the proposed transaction, the Commission shall issue an order approving, or, after notice 22 and opportunity for hearing, denying or otherwise disposing 23 of, such application. The Commission shall approve such 24 a transaction by a carrier, or such a transaction by a non25 carrier subsidiary in securities issued, assumed, or guaranteed

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1 by a carrier, if, but only if, it finds that such transaction

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2 constitutes a proper use of the funds, assets, or credit of the carrier or subsidiary, and will be compatible with the public interest, and that the terms and conditions of the proposed 5 transaction are fair and reasonable, and shall approve such a transaction by a noncarrier subsidiary (other than a transaction in securities issued, assumed, or guaranteed by a carrier), if but only if, it finds that such transaction is compatible with the public interest in transportation, will not 10 adversely affect the carrier or carriers in control of such sub11 sidiary, and will not impair the ability of such carrier or carriers to perform their service to the public.

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13 (b) The provisions of paragraphs (3) and (4) of 14 section 20a shall apply to applications under this para15 graph (2).

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(3) (a) The provisions of paragraphs (1) and (2) of 17 this section shall not apply to any acquisition which has been 18 authorized by the Commission under any other provisions of 19 this Act, and shall not prohibit a carrier or subsidiary from 20 investing its funds in obligations of, or guranteed by, the United States of America, or such other obligations as are 22 permissible for investment by savings banks and trustees under 23 the laws of any State in which the carrier is incorporated or in which the principal operating or executive office of the carrier is located.

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(b) The provisions of paragraphs (1) and (2) of this section shall not prohibit any carrier or wholly owned sub3 sidiary of such carrier from using its funds or assets for the 4 payment, retirement, or purchase of (i) the lawful obligations 5 issued, assumed, or guaranteed by, or which are a lien upon 6 properties of, such carrier existing on the effective date of this section or thereafter lawfully incurred, or (ii) securities 8 issued or guaranteed, or obligations assumed by, or which 9 are a lien upon properties of, another carrier operated by 10 such carrier, or in respect of which securities such carrier is 11 lawfully obligated or liable as lessor, lessee, guarantor, en12 dorser, surety, or otherwise, or (iii) securities issued 13 by or which are a lien upon properties of a company 14 operated or owned or used by such carrier and one 15 more other carriers as a joint facility, or (iv) securi16 ties issued or guaranteed, or obligations assumed, by another 17 subsidiary of such carrier if, at the time of such acquisition, 18 95 per centum or more of its outstanding voting securities 19 are owned by such carrier or by a wholly owned subsidiary 20 of such carrier, or by both. As used in this paragraph, the term 21 "wholly owned subsidiary" means a subsidiary all of whose out22 standing voting securities (exclusive of directors' qualifying 23 shares) are owned by a carrier or by a company which is a 24 wholly owned subsidiary by virtue of this sentence, or by both. 25 Nor shall such provisions prohibit any subsidiary (whether or

or

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not a carrier) from using its own funds or assets (but not 2 funds, assets, or credit furnished or supplied to such sub3 sidiary, directly or indirectly, by any means or device whatsoever, by a carrier which controls such subsidiary) for the 5 payment, retirement, or purchase of its lawful obligations 6 existing on the effective date of this section or thereafter lawfully incurred.

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nor

(c) The provisions of paragraphs (1) and (2) of this 9 section shall not prohibit any carrier or subsidiary from 10 exercising conversion privileges or subscription rights with 11 respect to securities lawfully acquired, nor from acquiring securities in exchange for lawfully acquired securities in merger, consolidation, or reorganization proceedings, 14 from receiving obligations issued for the purpose of extend15 ing, renewing, or refunding obligations held at the effective 16 date of this section or lawfully acquired thereafter, nor from 17 acquiring obligations secured by purchase money liens upon 18 the sale of real property, nor from receiving securities in

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whole or partial satisfaction of lawful claims in bankruptcy 20 or insolvency proceedings, nor shall such provisions prohibit 21 any carrier, or subsidiary which is engaged (wholly or par22 tially) in a commercial or industrial or other nontranspor23 tation enterprise, from accepting notes (other than notes 24 issued by a carrier or secured by securities issued, assumed, or guaranteed by a carrier) in the ordinary course of busi

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ness of such enterprise for property sold or services (other than 2 transportation services) rendered on credit.

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(4) Within ten days after the incurring or entering into 4 of any obligation, contract, or agreement which is condi5 tional upon approval by the Commission under paragraph (2) of this section, and within such period as the Commis7 sion may prescribe after the expenditure of any funds, the 8 transfer of anything of value, the making or guaranteeing of 9 any loan, the acquisition of any securities, or the incur10 ring or entering into of any obligation, agreement, or contract to acquire any securities, by any carrier or subsidiary, as authorized by an order of the Commission under para13 graph (2) of this section, such carrier or subsidiary shall 14 file with the Commission a certificate of notification to that 15 effect setting forth therein all such facts as may be required 16 by the Commission.

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or agent

(5) Any director, officer, attorney, employee, or 18 of a carrier or subsidiary who knowingly assents to or par19 ticipates in any expenditure of funds, transfer of any thing 20 of value, making or guaranteeing of any loan, acquisition 21 of securities, or the incurring or entering into of any obligation, contract, or agreement to acquire securities, contrary to the provisions of this section, shall be subject to the penalties 24 provided in paragraph (11) of section 20a.

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