X. Assignment of Proceeding

John A. Bohn is the Assigned Commissioner and Michael J. Galvin is the assigned ALJ in this proceeding.

Findings of Fact

1. Applicants seek a waiver of the requirement that VTOD be qualified to transact intrastate business by the California Secretary of State.

2. Rideshare Port Management L.L.C. filed a protest seeking an evidentiary hearing. The protest is wholly without merit, as discussed in the foregoing opinion, and none of the Protestant's contentions requires a hearing.

3. VTOD and SSI seek authority for VTOD to acquire SSI, which, in turn, has a 100% ownership interest in the Five PSCs.

4. Applicants tendered under seal an agreement to transfer control of the Five PSCs and related financial information because they assert, and we so find, that such information, if disclosed, could place applicants at a competitive disadvantage.

5. The change of control is structured so that customers will not notice the change.

6. The Five PSCs will continue to be wholly-owned subsidiaries of SSI and continue to provide their authorized on-call Passenger Stage services and Charter Party Carrier services.

7. The Five PSCs will continue to operate as they have in the past, using the same names, operating authority, and existing tariffs.

8. The Five PSCs will continue to possess the technical, managerial and financial resources necessary to provide their authorized services.

9. The transfer of control may provide economies of scale and thus enable each of the Five PSCs to operate more efficiently and compete more effectively.

10. No new construction is being proposed.

Conclusions of Law

1. This is a ratesetting proceeding and no hearings are necessary.

2. Pub. Util. Code § 6001.5 applies only to pipeline systems transmitting oil or products thereof.

3. Commercially sensitive information may be placed under seal pursuant to General Order 66-C.

4. Under California Corporation Code § 191(b), a foreign corporation does not transact intrastate business merely because its subsidiary transacts intrastate business.

5. In D.01-12-029, the Commission exempted from the qualification requirement a foreign corporation that controls an entity transacting business in California but does not itself transact any business in California.

6. The protest should be denied.

7. VTOD should be exempted from the requirement to obtain qualification to transact intrastate business.

8. The information tendered under seal should remain sealed under an appropriate protective order.

9. It can be seen with certainty that the proposed transfer of control will not have any adverse impact on the environment.

10. This application should be approved and become effective immediately because it is not adverse to the public interest and the public may benefit from economies of scale.

11. Approval of this application is not a finding of value of the rights and control being transferred.

IT IS ORDERED that:

1. The protest of Rideshare Port Management L.L.C. is denied with prejudice.

2. Veolia Transportation on Demand, Inc. (VTOD) is authorized to acquire control of five California certificated Passenger Stage Corporations (PSCs) through its acquisition of SuperShuttle International, Inc. (SSI), as more fully described in the foregoing opinion. The five PSCs are SuperShuttle of Los Angeles, Inc., SuperShuttle of Orange County, Inc., SuperShuttle of San Francisco, Inc., Sacramento Transportation Systems, Inc., and SFO Airporter, Inc.

3. Within 30 days after the change of control authorized herein has taken place, VTOD and SSI shall notify the Director of the Consumer Protection and Safety Division in writing of the transfer of control. A copy of that notice shall be placed in the formal file of Application 06-08-002.

4. The corporate identification numbers PSC-9635 assigned to SuperShuttle of Los Angeles, Inc., PSC-8937 assigned to SuperShuttle of Orange County, Inc., PSC-1298 assigned to SuperShuttle of San Francisco, Inc., PSC-15260 assigned to Sacramento Transportation Systems, Inc., and PSC-37 assigned to SFO Airporter, Inc. shall continue to be used by the respective carriers in all original filings with the Commission and in the titles of other pleadings filed in existing proceedings.

5. All information tendered under seal shall remain sealed for a period of two years from the date of this order, and during that period shall not be disclosed to anyone other than Commission staff except on the execution of a mutually accepted nondisclosure agreement or further order or ruling of the Commission, the Assigned Commissioner, the assigned Administrative Law Judge (ALJ), or the ALJ then designated as the Law and Motion Judge.

6. The application is granted as set forth above and the authority granted shall expire if not exercised within one year of the effective date of this order.

7. Application 06-08-002 is closed.

This order is effective today.

Dated October 19, 2006, at Fresno, California.

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