093_HB2200sam004

 










                                     LRB093 07959 AMC 20144 a

 1                    AMENDMENT TO HOUSE BILL 2200

 2        AMENDMENT NO.     .  Amend House Bill 2200,  AS  AMENDED,
 3    by  replacing  everything  after the enacting clause with the
 4    following:

 5        "Section 5.  The  Public  Utilities  Act  is  amended  by
 6    changing Section 7-204 as follows:

 7        (220 ILCS 5/7-204) (from Ch. 111 2/3, par. 7-204)
 8        Sec.  7-204.  Reorganization defined; Commission approval
 9    therefore.
10        (a)  For purposes of this Section, "reorganization" means
11    any transaction which, regardless of the means by which it is
12    accomplished, results in a  change  in  the  ownership  of  a
13    majority  of  the  voting capital stock of an Illinois public
14    utility; or the ownership or control of any entity which owns
15    or controls a majority of  the  voting  capital  stock  of  a
16    public  utility;  or by which 2 public utilities merge, or by
17    which a public utility  acquires  substantially  all  of  the
18    assets   of  another  public  utility;  or  the  transactions
19    described  in  subsection  (g);   provided,   however,   that
20    "reorganization"  as used in this Section shall not include a
21    mortgage or pledge transaction entered into to secure a  bona
22    fide  borrowing  by the party granting the mortgage or making
 
                            -2-      LRB093 07959 AMC 20144 a
 1    the pledge.
 2        In addition  to  the  foregoing,  "reorganization"  shall
 3    include  for  purposes of this Section any transaction which,
 4    regardless of the means by which  it  is  accomplished,  will
 5    have the effect of terminating the affiliated interest status
 6    of  any  entity as defined in paragraphs (a), (b), (c) or (d)
 7    of subsection (2) of Section 7-101 of  this  Act  where  such
 8    entity  had  transactions  with the public utility, in the 12
 9    calendar months immediately preceding the date of termination
10    of such affiliated interest status subject to subsection  (3)
11    of Section 7-101 of this Act with a value greater than 15% of
12    the  public utility's revenues for that same 12-month period.
13    If  the  proposed  transaction  would  have  the  effect   of
14    terminating  the  affiliated interest status of more than one
15    Illinois  public  utility,  the  utility  with  the  greatest
16    revenues for the 12-month period shall be used  to  determine
17    whether such proposed transaction is a reorganization for the
18    purposes   of   this  Section.   The  Commission  shall  have
19    jurisdiction over any reorganization as defined herein.
20        (b)  No reorganization shall  take  place  without  prior
21    Commission  approval.    The Commission shall not approve any
22    proposed reorganization if the Commission finds, after notice
23    and hearing, that the reorganization  will  adversely  affect
24    the  utility's  ability to perform its duties under this Act.
25    In reviewing any proposed reorganization, the Commission must
26    find that:
27             (1)  the proposed reorganization will  not  diminish
28        the  utility's  ability  to  provide  adequate, reliable,
29        efficient, safe and least-cost public utility service;
30             (2)  the proposed reorganization will not result  in
31        the  unjustified  subsidization of non-utility activities
32        by the utility or its customers;
33             (3)  costs and facilities are fairly and  reasonably
34        allocated  between  utility and non-utility activities in
 
                            -3-      LRB093 07959 AMC 20144 a
 1        such a manner that  the  Commission  may  identify  those
 2        costs  and  facilities which are properly included by the
 3        utility for ratemaking purposes;
 4             (4)  the   proposed    reorganization    will    not
 5        significantly  impair  the  utility's  ability  to  raise
 6        necessary  capital  on  reasonable terms or to maintain a
 7        reasonable capital structure;
 8             (5)  the  utility  will  remain   subject   to   all
 9        applicable   laws,   regulations,  rules,  decisions  and
10        policies governing  the  regulation  of  Illinois  public
11        utilities;
12             (6)  the  proposed  reorganization  is not likely to
13        have a significant adverse effect on competition in those
14        markets over which the Commission has jurisdiction;
15             (7)  the proposed reorganization is  not  likely  to
16        result in any adverse rate impacts on retail customers.
17        (c)  The  Commission  shall  not approve a reorganization
18    without  ruling  on:  (i)  the  allocation  of  any   savings
19    resulting  from the proposed reorganization; and (ii) whether
20    the companies should be allowed to recover any costs incurred
21    in accomplishing the proposed reorganization and, if so,  the
22    amount  of costs eligible for recovery and how the costs will
23    be allocated.
24        (d)  The Commission shall issue its  Order  approving  or
25    denying  the  proposed  reorganization within 11 months after
26    the application is  filed.  The  Commission  may  extend  the
27    deadline  for  a period equivalent to the length of any delay
28    which the  Commission  finds  to  have  been  caused  by  the
29    Applicant's  failure to provide data or information requested
30    by  the  Commission  or  that  the  Commission  ordered   the
31    Applicant  to provide to the parties. The Commission may also
32    extend the deadline by an additional period not to  exceed  3
33    months  to  consider amendments to the Applicant's filing, or
34    to consider reasonably unforeseeable changes in circumstances
 
                            -4-      LRB093 07959 AMC 20144 a
 1    subsequent to the Applicant's initial filing.
 2        (e)  Subsections (c) and (d) and  subparagraphs  (6)  and
 3    (7)  of  subsection  (b)  of this Section shall apply only to
 4    merger applications submitted to the Commission subsequent to
 5    April 23,  1997.  No  other  Commission  approvals  shall  be
 6    required for mergers that are subject to this Section.
 7        (f)  In approving any proposed reorganization pursuant to
 8    this Section the Commission may impose such terms, conditions
 9    or requirements as, in its judgment, are necessary to protect
10    the interests of the public utility and its customers.
11        (g)  The  Commission  shall,  within  9  months  after an
12    application is filed, but in no event  later  than  one  year
13    after  the  effective date of this amendatory Act of the 93rd
14    General Assembly, issue its Order approving  or  denying  any
15    proposed reorganization involving the acquisition by a public
16    utility  or  its  affiliate  of  all  of  the common stock or
17    substantially all of the operating assets, whether by merger,
18    creation and acquisition of  a  limited  liability  or  other
19    company,  or  otherwise,  of  another public utility that has
20    secured debt which is, or was, within the year prior  to  the
21    filing of the application, rated below investment grade by at
22    least 3 nationally recognized rating agencies. The Commission
23    shall  in  such  a  proceeding  review  and  approve, with or
24    without modification, the entries to be made as a  result  of
25    such   reorganization   on  the  books  and  records  of  the
26    reorganized public utility. The Commission shall further have
27    the authority, consistent with State jurisdiction, to  review
28    and  approve in such proceeding any purchased power agreement
29    related to the reorganization agreement that is entered  into
30    by  the  reorganized  utility,  or  by  a public utility that
31    becomes affiliated with such public utility as  a  result  of
32    the  reorganization,  and  may  condition its approval of any
33    such agreement in such manner as it  may  deem  necessary  to
34    safeguard the public interest. If the reorganization involves
 
                            -5-      LRB093 07959 AMC 20144 a
 1    the sale or transfer of operating assets, then the Commission
 2    shall also in such proceeding have the authority to make such
 3    other  determinations  and  approvals  as  may be required to
 4    implement the  reorganization  and  provide  for  an  orderly
 5    transition,  including, but not limited to, providing for the
 6    adoption by the reorganized public utility of existing rates,
 7    terms, and conditions  (including  those  filed  pursuant  to
 8    Section   16-108   or   Article   XVIII  of  this  Act),  the
 9    abandonment, transfer or granting  of  certificates,  or  the
10    assignment of service area agreements.
11    (Source: P.A. 90-561, eff. 12-16-97.)

12        Section  99.  Effective date.  This Act takes effect upon
13    becoming law.".