[Federal Register Volume 62, Number 49 (Thursday, March 13, 1997)]
[Notices]
[Pages 11934-11935]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 97-6344]


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NUCLEAR REGULATORY COMMISSION
[Docket No. 50-344]


Portland General Electric Company (Trojan Nuclear Plant); Order 
Approving Application Regarding the Planned Merger of Portland General 
Corporation, the Parent Holding Company for Portland General Electric, 
With Enron Corporation

I
    Portland General Electric Company (PGE or the licensee) owns a 
67.5-percent interest in the Trojan Nuclear Plant (TNP) located on the 
west bank of the Columbia River in Columbia County, Oregon. PGE holds 
Facility Operating License No. NPF-1 issued by the U.S. Nuclear 
Regulatory Commission (NRC) pursuant to Part 50 of Title 10 of the Code 
of Federal Regulations (10 CFR Part 50) on November 21, 1975. Under 
this license, PGE has the authority to possess and maintain but not 
operate TNP. PGE is currently a wholly owned subsidiary of Portland 
General Corporation (PGC).
II
    By letter dated August 20, 1996, as supplemented by letters dated 
October 16, 1996, and October 30, 1996, PGE informed the Commission 
that PGE's parent company, PGC, has agreed to a merger with Enron 
Corporation (Enron), subject to certain conditions. Those conditions 
include approval by the shareholders of the companies and obtaining 
appropriate governmental approvals which do not impose terms or 
conditions that would be reasonably likely to have an adverse effect on 
PGE or Enron.
    In the August 20, 1996, submittal, as supplemented by letters dated 
October 16, 1996, and October 30, 1996, PGE requested the Commission's 
consent to the planned merger to the extent necessary under Sections 
81, 101, and 184 of the Atomic Energy Act, and under 10 CFR 50.80 and 
10 CFR 30.34. Notice of this application was published in the Federal 
Register on January 16, 1997 (62 FR 2399). Under the agreement and plan 
of merger, the businesses of Enron and PGC would be combined by means 
of the reincorporation of Enron as an Oregon corporation through the 
merger of Enron with and into a wholly owned Enron subsidiary 
(hereinafter referred to as the ``Merger Company''), and the merger of 
PGC into the Merger Company. The shareholders of Enron will become 
shareholders of the Merger Company, and likewise the shareholders of 
PGC will become shareholders of the Merger Company on a one-for-one 
basis. The Merger Company will be known as Enron. PGE will continue to 
be headquartered in Portland, Oregon and senior management will remain 
in place. The merger will not affect PGE's status as a regulated public 
utility in the State of Oregon. After the merger, PGE will continue to 
be the NRC licensee for TNP and no direct transfer of the operating 
license or interests in the unit will result from the merger. Direct 
control of the possession-only license for TNP now held by PGE and its 
co-owners will remain with PGE and the same co-owners, and will not be 
affected by the planned merger.
    Under 10 CFR 50.80, no license shall be transferred, directly or 
indirectly, through transfer of control of the license, unless the 
Commission shall give its consent in writing. Upon review of the 
information submitted in the letter of August 20, 1996, and 
supplemental letters dated October 16, 1996, and October 30, 1996, and 
other information before the Commission, the NRC staff has determined 
that the proposed merger will not affect the qualifications of PGE as 
holder of the license, and that the transfer of control of the license 
for TNP, to the extent effected by the merger, is otherwise consistent 
with applicable provisions of law, regulations, and orders issued by 
the Commission, subject to the conditions set forth herein. These 
findings are supported by a safety evaluation dated March 6, 1997.
    An Environmental Assessment and Finding of No Significant Impact 
was published in the Federal Register on March 5, 1997 (62 FR 10094).
III
    Accordingly, pursuant to Sections 161b, 161i, 161o, and 184 of the 
Atomic Energy Act of 1954, as amended, 42 USC 2201(b), 2201(i), 2201(o) 
and 2234, and 10 CFR 50.80, it is hereby ordered that the Commission 
approves the application regarding the merger agreement between PGC and 
Enron subject to the following: (1) PGE shall continue to fund its 
decommissioning trust funds in accordance with the schedule stated in 
the licensee's Post-Shutdown Decommissioning Activities Report (PSDAR), 
and (2) PGE will provide the Director, NRR, with at least 60 days prior 
notice of a transfer (excluding grants of security interests or liens), 
from PGE to its parent or to any other affiliated company, of 
facilities for the production, transmission, or distribution of 
electric energy having a depreciated book value exceeding 10 percent of 
PGE's consolidated net utility plant, as recorded on PGE's books of 
account; provided, however, this condition (2) shall not apply once (a) 
PGE has completed all major decommissioning activities, as that term is 
defined in 10 CFR 50.2, or (b) PGE's external decommissioning trust 
fund has been funded in an amount sufficient to pay PGE's share of site 
radiological decommissioning costs as estimated in the PSDAR. Any such 
notice to the Director, NRR, shall be exempt from public disclosure to 
the extent permitted by the NRC's regulations implementing the Freedom 
of Information Act. In addition, should the merger between PGC and 
Enron not be consummated by December 31, 1997, this Order shall become 
null and void, provided, however, an application and for good cause 
shown, such date may be extended.
    This Order is effective upon issuance.
IV
    By April 14, 1997, any person adversely affected by this Order may 
file a request for a hearing with respect to issuance of the Order. Any 
person requesting a hearing shall set forth with particularity how that 
interest is adversely affected by this Order and shall address the 
criteria set forth in 10 CFR 2.714(d).
    If a hearing is to be held, the Commission will issue an order 
designating the time and place of such hearing.
    The issue to be considered at any such hearing shall be whether 
this Order should be sustained.
    Any request for a hearing must be filed with the Secretary of the 
Commission, U.S. Nuclear Regulatory Commission, Washington, DC 20555-
0001, Attention: Docketing and Services Branch, or may be delivered to 
11555 Rockville Pike, Rockville, Maryland between 7:45 am and 4:15 pm 
Federal workdays, by the above date. Copies should be also sent to the 
Office of the General Counsel and to the Director, Office of Nuclear 
Reactor Regulation, U.S. Nuclear Regulatory Commission, Washington, DC 
20555-0001, and to Mr. Douglas R. Nichols, Esq., Assistant General 
Counsel PGE, 121 S.W. Salmon

[[Page 11935]]

Street, Suite 1300, Portland, Oregon 97204.
    For further details with respect to this Order, see PGE's 
application dated August 20, 1996, and supplemental letters dated 
October 16, 1996, and October 30, 1996, which are available for public 
inspection at the Commission's Public Document Room, Gelman Building, 
2120 L Street, N.W., Washington, D.C., and at the TNP local public 
document room located at the Branford Price Millar Library, Portland 
State University, Portland, Oregon 97207.

    Dated at Rockville, Maryland, this 6th day of March 1997.

    For the Nuclear Regulatory Commission.
Samuel J. Collins,
Director, Office of Nuclear Reactor Regulation.
[FR Doc. 97-6344 Filed 3-12-97; 8:45 am]
BILLING CODE 7590-01-P