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| [ House Amendment 002 ] |
91_HB0613eng HB0613 Engrossed LRB9102391JSpc 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, such public utility shall first have 15 secured from the Commission an order authorizing such issue 16 and stating the amount thereof and the purpose or purposes to 17 which the issue or the proceeds thereof are to be applied, 18 and that in the opinion of the Commission, the money, 19 property or labor to be procured or paid for by such issue is 20 reasonably required for the purpose or purposes specified in 21 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 HB0613 Engrossed -2- LRB9102391JSpc 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 HB0613 Engrossed -3- LRB9102391JSpc 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 HB0613 Engrossed -4- LRB9102391JSpc 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. A "telecommunications carrier" 23 as that term is defined by Section 13-202 of this Act is 24 exempt from the requirements of this subsection (c). 25 (d) Any issuance of stock or of bonds, notes or other 26 evidences of indebtedness, other than issuances of notes 27 pursuant to subsection (c) of this Section, which is not 28 subject to subsection (b) of this Section, shall be regulated 29 by the Commission as follows: the public utility shall file 30 with the Commission, at least 15 days before the date of the 31 issuance, an informational statement setting forth the type 32 and amount of the issue and the purpose or purposes to which 33 the issue or the proceeds thereof are to be applied. Prior 34 to the date of the issuance specified in the public utility's HB0613 Engrossed -5- LRB9102391JSpc 1 filing, the Commission, if it finds that the issuance is not 2 subject to subsection (b) of this Section, shall issue a 3 written order in conformance with subsection (a) of this 4 Section authorizing the issuance. Notwithstanding any other 5 provisions of this Act, the Commission may delegate its 6 authority to enter the order required by this subsection (d) 7 to a hearing examiner. 8 (e) The Commission shall have no power to authorize the 9 capitalization of the right to be a corporation, or to 10 authorize the capitalization of any franchise, license, or 11 permit whatsoever or the right to own, operate or enjoy any 12 such franchise, license, or permit, in excess of the amount 13 (exclusive of any tax or annual charge) actually paid to the 14 State or to a political subdivision thereof as the 15 consideration for the grant of such franchise, license, 16 permit or right; nor shall any contract for consolidation or 17 lease be capitalized, nor shall any public utility hereafter 18 issue any bonds, notes or other evidences of indebtedness 19 against or as a lien, upon any contract for consolidation or 20 merger. 21 (f) The provisions of this Section shall not apply to 22 public utilities which are not corporations duly incorporated 23 under the laws of this State to the extent that any such 24 public utility may issue stock, bonds, notes or other 25 evidences of indebtedness not directly or indirectly 26 constituting or creating a lien or charge on, or right to 27 profits from, any property used or useful in rendering 28 service within this State. Nothing in this Section or in 29 Section 6-104 of this Act shall be construed to require a 30 common carrier by railroad subject to Part I of the 31 Interstate Commerce Act, being part of an Act of the 49th 32 Congress of the United States entitled "An Act to Regulate 33 Commerce", as amended, to secure from the Commission 34 authority to issue or execute or deliver any conditional HB0613 Engrossed -6- LRB9102391JSpc 1 sales contract or similar contract or instrument reserving or 2 retaining title in the seller for all or part of the purchase 3 price of equipment or property used or to be used for or in 4 connection with the transportation of persons or property. 5 (Source: P.A. 90-561, eff. 12-16-97.) 6 Section 99. Effective date. This Act takes effect upon 7 becoming law.