Oregon Administrative Rules
Chapter 860 - PUBLIC UTILITY COMMISSION
Division 27 - BUDGETS, FINANCE, ACCOUNTING AND ANNUAL REPORTS
Section 860-027-0025 - Applications for Authority to Sell, Lease, Assign, Mortgage, Merge, Consolidate or Otherwise Dispose of or Encumber its Property, or to Acquire Stock, Bonds, or Property of Another Utility
Universal Citation: OR Admin Rules 860-027-0025
Current through Register Vol. 63, No. 9, September 1, 2024
(1) The requirements of this rule will apply to any energy or large telecommunications utility seeking authority under ORS 757.480, ORS 757.485, ORS 759.375, and ORS 759.380. Every applicant shall set forth in its application to the Commission, in the manner and form indicated, the following information, which should, to the extent possible, be furnished for each person, firm, or corporation involved.
(a) The exact name and address of the
utility's principal business office;
(b) The state in which incorporated, the date
of incorporation, and the other states in which authorized to transact utility
operations;
(c) Name and address of
the person on behalf of applicant authorized to receive notices and
communications in respect to the applications;
(d) The names, titles, and addresses of the
principal officers;
(e) A
description of the general character of the business done and to be done, and a
designation of the territories served, by counties and states;
(f) A statement, as of the date of the
balance sheet submitted with the application, showing for each class and series
of capital stock: brief description; the amount authorized (face value and
number of shares); the amount outstanding (exclusive of any amount held in the
treasury); amount held as reacquired securities; amount pledged; amount owned
by affiliated interests; and amount held in any fund;
(g) A statement, as of the date of the
balance sheet submitted with the application, showing for each class and series
of long-term debt and notes: brief description (amount, interest rate and
maturity); amount authorized; amount outstanding (exclusive of any amount held
in the treasury); amount held as reacquired securities; amount pledged; amount
held by affiliated interests; and amount in sinking and other funds;
(h) Whether the application is for
disposition of facilities by sale, lease, or otherwise, a merger or
consolidation of facilities, or for mortgaging or encumbering its property, or
for the acquisition of stock, bonds, or property of another utility, also a
description of the consideration, if any, and the method of arriving at the
amount thereof;
(i) A statement and
general description of facilities to be disposed of, consolidated, merged, or
acquired from another utility, giving a description of their present use and of
their proposed use after disposition, consolidation, merger, or acquisition.
State whether the proposed disposition of facilities or plan for consolidation,
merger, or acquisition includes all the operating facilities of the parties to
the transaction;
(j) A statement by
primary account of the cost of the facilities and applicable depreciation
reserve involved in the sale, lease, or other disposition, merger or
consolidation, or acquisition of property of another utility. If original cost
is not known, an estimate of original cost based, to the extent possible, upon
records or data of the applicant or its predecessors must be furnished, a full
explanation of the manner in which such estimate has been made, and a statement
indicating where all existing data and records may be found;
(k) A statement as to whether or not any
application with respect to the transaction or any part thereof, is required to
be filed with any federal or other state regulatory body;
(l) The facts relied upon by applicants to
show that the proposed sale, lease, assignment, or consolidation of facilities,
mortgage or encumbrance of property, or acquisition of stock, bonds, or
property of another utility will be consistent with the public
interest;
(m) The reasons, in
detail, relied upon by each applicant, or party to the application, for
entering into the proposed sale, lease, assignment, merger, or consolidation of
facilities, mortgage or encumbrance of property, acquisition of stock, bonds,
or property of another utility, and the benefits, if any, to be derived by the
customers of the applicants and the public;
(n) The amount of stock, bonds, or other
securities, now owned, held or controlled by applicant, of the utility from
which stock or bonds are proposed to be acquired; and
(o) A brief statement of franchises held,
showing date of expiration if not perpetual, or, in case of transfer, that
transferee has the necessary franchises.
(2) Required Exhibits. There shall be filed with the application as part thereof the following exhibits:
(a) EXHIBIT A. A copy of the charter or
articles of incorporation with amendments to date;
(b) EXHIBIT B. A copy of the bylaws with
amendments to date;
(c) EXHIBIT C.
Copies of all resolutions of directors authorizing the proposed disposition,
merger, or consolidation of facilities, mortgage or encumbrance of property,
acquisition of stock, bonds, or property of another utility, in respect to
which the application is made and, if approval of stockholders has been
obtained, copies of the resolutions of the stockholders should also be
furnished;
(d) EXHIBIT D. Copies of
all mortgages, trust, deeds, or indentures, securing any obligation of each
party to the transaction;
(e)
EXHIBIT E. Balance sheets showing booked amounts, adjustments to record the
proposed transaction and pro forma, with supporting fixed capital or plant
schedules in conformity with the forms in the annual report, which applicant(s)
is required, or will be required, to file with the Commission;
(f) EXHIBIT F. A statement of all known
contingent liabilities, except minor items such as damage claims and similar
items involving relatively small amounts, as of the date of the
application;
(g) EXHIBIT G.
Comparative income statements showing recorded results of operations,
adjustments to record the proposed transaction and pro forma, in conformity
with the form in the annual report which applicant(s) is required, or will be
required, to file with the Commission;
(h) EXHIBIT H. An analysis of surplus for the
period covered by the income statements referred to in Exhibit G;
(i) EXHIBIT I. A copy of each contract in
respect to the sale, lease or other proposed disposition, merger or
consolidation of facilities, acquisition of stock, bonds, or property of
another utility, as the case may be, with copies of all other written
instruments entered into or proposed to be entered into by the parties to the
transaction pertaining thereto;
(j)
EXHIBIT J. A copy of each proposed journal entry to be used to record the
transaction upon each applicant's books; and
(k) EXHIBIT K. A copy of each supporting
schedule showing the benefits, if any, which each applicant relies upon to
support the facts as required by subsection (1)(l) of this rule and the reasons
as required by subsection (1)(m) of this rule.
(3) Utilities may use the following form in lieu of filing under sections (1) and (2) of this rule when permitted to do so by the Commission: [Form not included. See ED. NOTE.]
Forms & Exhibits referenced are available from the agency.
Stat. Auth.: ORS 183, ORS 756, ORS 757 & ORS 759
Stats. Implemented: ORS 756.105, ORS 757.480, ORS 757.485, ORS 759.375 & ORS 759.380
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