State of Illinois
91st General Assembly
Legislation

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[ House Amendment 001 ]

91_HB0613ham002

 










                                           LRB9102391JSpcam01

 1                     AMENDMENT TO HOUSE BILL 613

 2        AMENDMENT NO.     .  Amend House Bill 613, AS AMENDED, by
 3    replacing the title with the following:
 4        "AN ACT to amend the Public  Utilities  Act  by  changing
 5    Section 6-102."; and

 6    by  replacing  everything  after the enacting clause with the
 7    following:

 8        "Section 5.  The  Public  Utilities  Act  is  amended  by
 9    changing Section 6-102 as follows:

10        (220 ILCS 5/6-102) (from Ch. 111 2/3, par. 6-102)
11        Sec. 6-102. Authorization of issues of stock.
12        (a)  Subject  to  the  provisions  of this Act and of the
13    order of the Commission issued as provided  in  this  Act,  a
14    public  utility  may issue stocks and stock certificates, and
15    bonds, notes and other evidences of indebtedness  payable  at
16    periods of more than 12 months after the date thereof for any
17    lawful purpose. However, such public utility shall first have
18    secured  from  the Commission an order authorizing such issue
19    and stating the amount thereof and the purpose or purposes to
20    which the issue or the proceeds thereof are  to  be  applied,
21    and  that  in  the  opinion  of  the  Commission,  the money,
 
                            -2-            LRB9102391JSpcam01
 1    property or labor to be procured or paid for by such issue is
 2    reasonably required for the purpose or purposes specified  in
 3    the order.
 4        (b)  The  provisions  of  this subsection (b) shall apply
 5    only to (1) any issuances of stock in  a  cumulative  amount,
 6    exclusive  of any issuances referred to in item (3), that are
 7    10% or more in a calendar year or 20% or more in  a  24-month
 8    period  of  the  total  common stockholders' equity or of the
 9    total amount of preferred stock outstanding, as the case  may
10    be, of the public utility, and (2) to any issuances of bonds,
11    notes  or  other  evidences  of  indebtedness in a cumulative
12    principal amount, exclusive of any issuances referred  to  in
13    item  (3),  that are 10% or more in a calendar year or 20% or
14    more in a 24-month period of the aggregate  principal  amount
15    of  bonds,  notes  and other evidences of indebtedness of the
16    public utility outstanding,  all  as  of  the  date   of  the
17    issuance,  but  shall not apply to (3) any issuances of stock
18    or of bonds, notes or other evidences of indebtedness 90%  or
19    more  of  the  proceeds of which are to be used by the public
20    utility for purposes of refunding, redeeming  or  refinancing
21    outstanding  issues of stock, bonds, notes or other evidences
22    of indebtedness. To enable it to determine  whether  it  will
23    issue  the  order required by subsection (a) of this Section,
24    the  Commission  may  hold  a  hearing  and  may  make   such
25    additional   inquiry   or  investigation,  and  examine  such
26    witnesses, books, papers, accounts, documents  and  contracts
27    and  require  the  filing  of  such  data  as  it may deem of
28    assistance.  The  public  utility  may  be  required  by  the
29    Commission to disclose every interest  of  the  directors  of
30    such  public  utility in any transaction under investigation.
31    The Commission shall  have  power  to  investigate  all  such
32    transactions  and  to inquire into the good faith thereof, to
33    examine books, papers, accounts, documents and  contracts  of
34    public utilities, construction or other companies or of firms
 
                            -3-            LRB9102391JSpcam01
 1    or  individuals  with  whom the public utility shall have had
 2    financial transactions, for the purpose  of  enabling  it  to
 3    verify  any  statements  furnished,  and  to examine into the
 4    actual value of property acquired by or services rendered  to
 5    such   public   utility.   Before   issuing  its  order,  the
 6    Commission, when it is deemed necessary  by  the  Commission,
 7    shall  make an adequate physical valuation of all property of
 8    the public utility, but a valuation already made under proper
 9    public supervision may be adopted,  either  in  whole  or  in
10    part,  at  the  discretion  of the Commission; and shall also
11    examine all previously authorized or  outstanding  securities
12    of  the public utility, and fixed charges attached thereto. A
13    statement of the results of such physical  valuation,  and  a
14    statement  of  the  character  of all outstanding securities,
15    together with the conditions under which they are held, shall
16    be included in the order. The  Commission  may  require  that
17    such  information  or  such part thereof as it thinks proper,
18    shall appear upon the stock, stock certificate, bond, note or
19    other evidence of indebtedness authorized by its  order.  The
20    Commission may by its order grant permission for the issue of
21    such  stock  certificates, or bonds, notes or other evidences
22    of indebtedness in the amount applied for,  or  in  a  lesser
23    amount,  or not at all, and may attach to the exercise of its
24    permission such  condition  or  conditions  as  it  may  deem
25    reasonable  and  necessary.  Nothing  in  this  Section shall
26    prevent a public utility from  seeking,  nor  the  Commission
27    from   approving,  a  shelf  registration  plan  for  issuing
28    securities  over  a  reasonable  period  in  accordance  with
29    regulations established by the United States  Securities  and
30    Exchange  Commission.   Any  securities issued pursuant to an
31    approved shelf registration plan need not be further approved
32    by the Commission so long as they are in compliance with  the
33    approved  shelf  registration plan. The Commission shall have
34    the power to refuse its approval  of  applications  to  issue
 
                            -4-            LRB9102391JSpcam01
 1    securities,  in  whole  or  in  part, upon a finding that the
 2    issue  of  such  securities  would  be  contrary  to   public
 3    interest.  The Commission may also require the public utility
 4    to compile for the information of its shareholders such facts
 5    in regard to its financial transactions, in such form as  the
 6    Commission may direct.
 7        No  public  utility  shall,  without  the  consent of the
 8    Commission,  apply  the  issue  of   any   stock   or   stock
 9    certificates,   or   bond,   note   or   other   evidence  of
10    indebtedness, which was issued pursuant to an  order  of  the
11    Commission  entered  pursuant  to this subsection (b), or any
12    part thereof, or any proceeds thereof,  to  any  purpose  not
13    specified  in  the  Commission's  order  or  to  any  purpose
14    specified  in  the Commission's order in excess of the amount
15    authorized for such purpose; or issue or dispose of the  same
16    on  any  terms  less  favorable  than those specified in such
17    order, or a modification thereof. The Commission  shall  have
18    the  power  to  require  public  utilities to account for the
19    disposition of the proceeds of all sales of stocks and  stock
20    certificates,   and  bonds,  notes  and  other  evidences  of
21    indebtedness, which were issued pursuant to an order  of  the
22    Commission  entered  pursuant to this subsection (b), in such
23    form and detail as it may deem advisable,  and  to  establish
24    such  rules  and  regulations  as  it may deem reasonable and
25    necessary to insure the disposition of such proceeds for  the
26    purpose or purposes specified in its order.
27        (c)  A   public  utility  may  issue  notes,  for  proper
28    purposes, and not in violation of any provision of  this  Act
29    or  any  other  Act,  payable  at periods of not more than 12
30    months after the date of issuance of the  same,  without  the
31    consent  of  the Commission; but no such note shall, in whole
32    or in part, be renewed or be refunded from  the  proceeds  of
33    any  other such note or evidence of indebtedness from time to
34    time without the consent of the Commission for  an  aggregate
 
                            -5-            LRB9102391JSpcam01
 1    period of longer than 2 years. A "telecommunications carrier"
 2    as  that  term  is  defined  by Section 13-202 of this Act is
 3    exempt from the requirements of this subsection (c).
 4        (d)  Any issuance of stock or of bonds,  notes  or  other
 5    evidences  of  indebtedness,  other  than  issuances of notes
 6    pursuant to subsection (c) of  this  Section,  which  is  not
 7    subject to subsection (b) of this Section, shall be regulated
 8    by  the Commission as follows:  the public utility shall file
 9    with the Commission, at least 15 days before the date of  the
10    issuance,  an  informational statement setting forth the type
11    and amount of the issue and the purpose or purposes to  which
12    the  issue  or the proceeds thereof are to be applied.  Prior
13    to the date of the issuance specified in the public utility's
14    filing, the Commission, if it finds that the issuance is  not
15    subject  to  subsection  (b)  of  this Section, shall issue a
16    written order in conformance  with  subsection  (a)  of  this
17    Section  authorizing the issuance.  Notwithstanding any other
18    provisions of this  Act,  the  Commission  may  delegate  its
19    authority  to enter the order required by this subsection (d)
20    to a hearing examiner.
21        (e)  The Commission shall have no power to authorize  the
22    capitalization  of  the  right  to  be  a  corporation, or to
23    authorize the capitalization of any  franchise,  license,  or
24    permit  whatsoever  or the right to own, operate or enjoy any
25    such franchise, license, or permit, in excess of  the  amount
26    (exclusive  of any tax or annual charge) actually paid to the
27    State  or  to  a  political  subdivision   thereof   as   the
28    consideration  for  the  grant  of  such  franchise, license,
29    permit or right; nor shall any contract for consolidation  or
30    lease  be capitalized, nor shall any public utility hereafter
31    issue any bonds, notes or  other  evidences  of  indebtedness
32    against  or as a lien, upon any contract for consolidation or
33    merger.
34        (f)  The provisions of this Section shall  not  apply  to
 
                            -6-            LRB9102391JSpcam01
 1    public utilities which are not corporations duly incorporated
 2    under  the  laws  of  this  State to the extent that any such
 3    public  utility  may  issue  stock,  bonds,  notes  or  other
 4    evidences  of  indebtedness  not   directly   or   indirectly
 5    constituting  or  creating  a  lien or charge on, or right to
 6    profits from,  any  property  used  or  useful  in  rendering
 7    service  within  this  State.  Nothing  in this Section or in
 8    Section 6-104 of this Act shall be  construed  to  require  a
 9    common   carrier  by  railroad  subject  to  Part  I  of  the
10    Interstate Commerce Act, being part of an  Act  of  the  49th
11    Congress  of  the  United States entitled "An Act to Regulate
12    Commerce",  as  amended,  to  secure  from   the   Commission
13    authority  to  issue  or  execute  or deliver any conditional
14    sales contract or similar contract or instrument reserving or
15    retaining title in the seller for all or part of the purchase
16    price of equipment or property used or to be used for  or  in
17    connection with the transportation of persons or property.
18    (Source: P.A. 90-561, eff. 12-16-97.)

19        Section  99.  Effective date.  This Act takes effect upon
20    becoming law.".

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