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90_HB3537
220 ILCS 5/6-102 from Ch. 111 2/3, par. 6-102
Amends the Public Utilities Act. Makes a technical
change in a Section concerning the issuance of stock and
bonds.
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1 AN ACT to amend the Public Utilities Act by changing
2 Section 6-102.
3 Be it enacted by the People of the State of Illinois,
4 represented in the General Assembly:
5 Section 5. The Public Utilities Act is amended by
6 changing Section 6-102 as follows:
7 (220 ILCS 5/6-102) (from Ch. 111 2/3, par. 6-102)
8 Sec. 6-102. Authorization of issues of stock.
9 (a) Subject to the provisions of this Act and of the
10 order of the Commission issued as provided in this Act, a
11 public utility may issue stocks and stock certificates, and
12 bonds, notes and other evidences of indebtedness payable at
13 periods of more than 12 months after the date thereof for any
14 lawful purpose. However, the such public utility shall first
15 have secured from the Commission an order authorizing such
16 issue and stating the amount thereof and the purpose or
17 purposes to which the issue or the proceeds thereof are to be
18 applied, and that in the opinion of the Commission, the
19 money, property or labor to be procured or paid for by such
20 issue is reasonably required for the purpose or purposes
21 specified in the order.
22 (b) The provisions of this subsection (b) shall apply
23 only to (1) any issuances of stock in a cumulative amount,
24 exclusive of any issuances referred to in item (3), that are
25 10% or more in a calendar year or 20% or more in a 24-month
26 period of the total common stockholders' equity or of the
27 total amount of preferred stock outstanding, as the case may
28 be, of the public utility, and (2) to any issuances of bonds,
29 notes or other evidences of indebtedness in a cumulative
30 principal amount, exclusive of any issuances referred to in
31 item (3), that are 10% or more in a calendar year or 20% or
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1 more in a 24-month period of the aggregate principal amount
2 of bonds, notes and other evidences of indebtedness of the
3 public utility outstanding, all as of the date of the
4 issuance, but shall not apply to (3) any issuances of stock
5 or of bonds, notes or other evidences of indebtedness 90% or
6 more of the proceeds of which are to be used by the public
7 utility for purposes of refunding, redeeming or refinancing
8 outstanding issues of stock, bonds, notes or other evidences
9 of indebtedness. To enable it to determine whether it will
10 issue the order required by subsection (a) of this Section,
11 the Commission may hold a hearing and may make such
12 additional inquiry or investigation, and examine such
13 witnesses, books, papers, accounts, documents and contracts
14 and require the filing of such data as it may deem of
15 assistance. The public utility may be required by the
16 Commission to disclose every interest of the directors of
17 such public utility in any transaction under investigation.
18 The Commission shall have power to investigate all such
19 transactions and to inquire into the good faith thereof, to
20 examine books, papers, accounts, documents and contracts of
21 public utilities, construction or other companies or of firms
22 or individuals with whom the public utility shall have had
23 financial transactions, for the purpose of enabling it to
24 verify any statements furnished, and to examine into the
25 actual value of property acquired by or services rendered to
26 such public utility. Before issuing its order, the
27 Commission, when it is deemed necessary by the Commission,
28 shall make an adequate physical valuation of all property of
29 the public utility, but a valuation already made under proper
30 public supervision may be adopted, either in whole or in
31 part, at the discretion of the Commission; and shall also
32 examine all previously authorized or outstanding securities
33 of the public utility, and fixed charges attached thereto. A
34 statement of the results of such physical valuation, and a
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1 statement of the character of all outstanding securities,
2 together with the conditions under which they are held, shall
3 be included in the order. The Commission may require that
4 such information or such part thereof as it thinks proper,
5 shall appear upon the stock, stock certificate, bond, note or
6 other evidence of indebtedness authorized by its order. The
7 Commission may by its order grant permission for the issue of
8 such stock certificates, or bonds, notes or other evidences
9 of indebtedness in the amount applied for, or in a lesser
10 amount, or not at all, and may attach to the exercise of its
11 permission such condition or conditions as it may deem
12 reasonable and necessary. Nothing in this Section shall
13 prevent a public utility from seeking, nor the Commission
14 from approving, a shelf registration plan for issuing
15 securities over a reasonable period in accordance with
16 regulations established by the United States Securities and
17 Exchange Commission. Any securities issued pursuant to an
18 approved shelf registration plan need not be further approved
19 by the Commission so long as they are in compliance with the
20 approved shelf registration plan. The Commission shall have
21 the power to refuse its approval of applications to issue
22 securities, in whole or in part, upon a finding that the
23 issue of such securities would be contrary to public
24 interest. The Commission may also require the public utility
25 to compile for the information of its shareholders such facts
26 in regard to its financial transactions, in such form as the
27 Commission may direct.
28 No public utility shall, without the consent of the
29 Commission, apply the issue of any stock or stock
30 certificates, or bond, note or other evidence of
31 indebtedness, which was issued pursuant to an order of the
32 Commission entered pursuant to this subsection (b), or any
33 part thereof, or any proceeds thereof, to any purpose not
34 specified in the Commission's order or to any purpose
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1 specified in the Commission's order in excess of the amount
2 authorized for such purpose; or issue or dispose of the same
3 on any terms less favorable than those specified in such
4 order, or a modification thereof. The Commission shall have
5 the power to require public utilities to account for the
6 disposition of the proceeds of all sales of stocks and stock
7 certificates, and bonds, notes and other evidences of
8 indebtedness, which were issued pursuant to an order of the
9 Commission entered pursuant to this subsection (b), in such
10 form and detail as it may deem advisable, and to establish
11 such rules and regulations as it may deem reasonable and
12 necessary to insure the disposition of such proceeds for the
13 purpose or purposes specified in its order.
14 (c) A public utility may issue notes, for proper
15 purposes, and not in violation of any provision of this Act
16 or any other Act, payable at periods of not more than 12
17 months after the date of issuance of the same, without the
18 consent of the Commission; but no such note shall, in whole
19 or in part, be renewed or be refunded from the proceeds of
20 any other such note or evidence of indebtedness from time to
21 time without the consent of the Commission for an aggregate
22 period of longer than 2 years.
23 (d) Any issuance of stock or of bonds, notes or other
24 evidences of indebtedness, other than issuances of notes
25 pursuant to subsection (c) of this Section, which is not
26 subject to subsection (b) of this Section, shall be regulated
27 by the Commission as follows: the public utility shall file
28 with the Commission, at least 15 days before the date of the
29 issuance, an informational statement setting forth the type
30 and amount of the issue and the purpose or purposes to which
31 the issue or the proceeds thereof are to be applied. Prior
32 to the date of the issuance specified in the public utility's
33 filing, the Commission, if it finds that the issuance is not
34 subject to subsection (b) of this Section, shall issue a
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1 written order in conformance with subsection (a) of this
2 Section authorizing the issuance. Notwithstanding any other
3 provisions of this Act, the Commission may delegate its
4 authority to enter the order required by this subsection (d)
5 to a hearing examiner.
6 (e) The Commission shall have no power to authorize the
7 capitalization of the right to be a corporation, or to
8 authorize the capitalization of any franchise, license, or
9 permit whatsoever or the right to own, operate or enjoy any
10 such franchise, license, or permit, in excess of the amount
11 (exclusive of any tax or annual charge) actually paid to the
12 State or to a political subdivision thereof as the
13 consideration for the grant of such franchise, license,
14 permit or right; nor shall any contract for consolidation or
15 lease be capitalized, nor shall any public utility hereafter
16 issue any bonds, notes or other evidences of indebtedness
17 against or as a lien, upon any contract for consolidation or
18 merger.
19 (f) The provisions of this Section shall not apply to
20 public utilities which are not corporations duly incorporated
21 under the laws of this State to the extent that any such
22 public utility may issue stock, bonds, notes or other
23 evidences of indebtedness not directly or indirectly
24 constituting or creating a lien or charge on, or right to
25 profits from, any property used or useful in rendering
26 service within this State. Nothing in this Section or in
27 Section 6-104 of this Act shall be construed to require a
28 common carrier by railroad subject to Part I of the
29 Interstate Commerce Act, being part of an Act of the 49th
30 Congress of the United States entitled "An Act to Regulate
31 Commerce", as amended, to secure from the Commission
32 authority to issue or execute or deliver any conditional
33 sales contract or similar contract or instrument reserving or
34 retaining title in the seller for all or part of the purchase
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1 price of equipment or property used or to be used for or in
2 connection with the transportation of persons or property.
3 (Source: P.A. 90-561, eff. 12-16-97.)