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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,
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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
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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
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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
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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
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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.".