New Jersey Administrative Code › Title 14 - PUBLIC UTILITIES › Chapter 17 - RULES OF PRACTICE AND PROCEDURE OF THE OFFICE OF CABLE TELEVISION › Subchapter 6 - PETITIONS › Section 14:17-6.13 - Petitions for authority to issue stocks, bonds, notes, other evidence of indebtedness, or to execute mortgages

Current through Register Vol. 56, No. 14, July 15, 2024
(a) Petitions for
				authority to issue any stocks, bonds, notes, or other evidence of indebtedness,
				payable in more than one year from the date thereof, and to execute mortgages
				shall conform to the provisions of
				N.J.S.A.
				48:5A-1 et seq., and N.J.A.C. 14:17-4, and
				6.1 through 6.4, to the extent applicable, and shall in the body thereof, or in
				attached exhibits, provide the following information:
1. A statement of the amount and terms of the
				proposed issue including the nature of the security therefor, if any; the
				purposes for which the proceeds are to be used; and the nature of all rights
				and limitations applicable to the security;
2. Where one of the purposes is the
				acquisition of property, a general description of the property, the name of the
				transferor, and a copy of the contract, if any, for such acquisition. In the
				case of property to be acquired for right-of-way purposes, a general
				description of the proposed route and a map or plot plan will be
				sufficient.
3. Where one of the
				purposes is the construction, completion, extension or improvement of
				facilities, a general description of the work proposed to be done, and an
				estimate of the cost thereof in reasonable detail. Where one of the purposes is
				the improvement or maintenance of service, there shall be included a
				description of the existing service as well as of the improvements or
				betterments proposed;
4. Where one
				of the purposes is the refunding of securities, a description of the securities
				and obligations to be refunded, including the kind, amount, date of issue and
				date of maturity, together with the terms of refunding and all other material
				facts affecting the same must be set out;
5. Where one of the purposes is the issuance
				of capital stock based upon the investment of earnings in plant, which might
				have been distributed in dividends a complete and reasonably detailed
				enumeration of petitioner's property, priced at original cost, estimated if not
				known. The petitioner shall produce at the hearing, evidence in support of such
				enumeration and pricing;
6. Where
				one of the purposes is to reimburse the treasury for expenditures not
				theretofore capitalized by the issuance of securities, the petitioner shall
				also show the exact period and amount for which reimbursement is desired,
				comparative financial statements which shall include, at a minimum, balance
				sheets and utility plant by accounts as at the beginning and end of the period,
				as well as changes in the period (in the case of cable television plant,
				additions and retirements shall be stated separately for each year); a
				statement indicating the source and application of funds during the period; a
				statement indicating the manner in which petitioner proposes to use the
				proceeds from the security issue; and the necessity and reasonableness of the
				proposed transaction;
7. Where one
				of the purposes is for the issuance of common capital stock in connection with
				the organization of a new corporation to operate as a cable television company,
				the petition must contain the following:
i. A
				copy of the certificate of incorporation;
ii. The names and addresses of the elected or
				proposed officers, directors, and stockholders of the company and the number of
				shares of capital stock to be held by each;
iii. The required number of stockholders and
				directors and the state in which they reside pursuant to the statute under
				which the corporation will be organized;
iv. A corporate resolution or proposed
				resolution of directors of the cable television company authorizing the
				issuance of the stock;
v. A copy of
				a pro forma balance sheet of the new corporation and a copy of a pro forma
				income statement of estimated operating results anticipated for the first two
				years of its proposed operations, unless a different period is specified by the
				Office;
vi. The name of the
				municipality and the street and number therein:
(1) In which the principal office in this
				State is to be located and the name of the agent in charge of such principal
				office upon whom process against the corporation may be served;
(2) In which the principal business office is
				to be located;
(3) At which the
				records, books, accounts, documents and other writings referred to in
				48:5A-1 et seq., to be kept and
				the name, place of residence within this State and place of business of the
				agent who shall have custody of said corporate records and upon whom process
				for the production of the same before the Board or Office may be served. (The
				books of account must be kept in conformity with the appropriate Uniform System
				of Accounts prescribed by the Office.) Books and records must be kept within
				this State unless authority to do otherwise is obtained from the
				Board.
vii. A detailed
				list of organization expenditures;
viii. A copy of a pro forma balance sheet
				giving effect to the issuance of the proposed securities;
ix. A copy of a pro forma income statement
				giving effect to the issuance of the proposed securities;
x. The effective rate of interest or of the
				cost of money to the petitioner, and the reasonableness thereof, if authority
				is requested to issue stocks, bonds, notes or other evidence of indebtedness by
				means of private placement and not a public offering, and the financial sources
				that the petitioner has contacted in this connection. Petitioner should submit
				information as to the computation of the effective rate of interest or of the
				cost of money as distinguished from the nominal rates which may be
				indicated.
8. Where one
				of the purposes is the issuance of bonds to be secured by an existing mortgage
				a statement showing the amount and use made of the proceeds of the bonds, if
				any, already issued under such mortgage;
9. Information relating to the current
				financial condition of the petitioner setting forth:
i. As to each class of capital stock of the
				petitioner, the amount authorized and the amount issued and
				outstanding;
ii. As to each class
				of preferred stock of the petitioner, a summary statement of the terms of
				preference thereof;
iii. As to each
				issue or series of long-term indebtedness of the petitioner, the principal
				amount authorized to be issued, date of issue, date of maturity, rate of
				interest and principal amount outstanding, and as to each such issue secured by
				a mortgage upon any property of the petitioner, the date of said mortgage, name
				of trustee, principal amount authorized to be secured, and a brief description
				of the mortgaged property;
iv.
				Other indebtedness of all kinds, giving same by classes and describing
				security, if any;
v. Amount of
				interest charged to income during previous fiscal year upon each kind of
				indebtedness and rate thereof, and, if different rates were charged, amount
				charged at each rate;
vi. The
				amount of dividends paid upon each class of stock during the previous calendar
				year and rate thereof;
vii. A
				detailed income statement for the previous calendar year and balance sheet
				showing conditions at the close of that year.
10. A statement whether any franchise or
				right is proposed to be capitalized directly or indirectly. In case it is
				proposed to capitalize any franchise. A copy of such franchise and a statement,
				together with an affidavit showing the amount actually paid for said franchise
				shall be attached to the petition;
11. Where any contract, agreement or
				arrangement, verbal or written has been to sell the securities proposed to be
				issued, a description of such contract, agreement or arrangement and, if in
				writing, a copy thereof;
12. If no
				contract, agreement, or arrangement has been made for the sale or other
				disposition of the securities proposed to be issued, the proposed method of
				sale or other disposition must be set forth together with an affidavit of a
				competent person showing the amount which can probably be realized from the
				sale and disposition thereof, and the reasons for the opinion of the
				affiant;
13. Petitions filed under
				this rule shall contain a certified copy of the resolution of the Board of
				Directors or other authority authorizing the proposed issuance of securities
				and shall be verified. The verification shall include a statement that it is
				the intention of the petitioner in good faith to use the proceeds of the
				securities proposed to be issued for the purposes set forth in the petition;
				and
14. Information which under
				this rule is required to be set forth in a petition or any exhibit attached
				thereto and which is contained in any report, document, pleading or other
				instrument previously filed with the Office pursuant to any requirement of any
				statute or any rule of the Office, may be incorporated in such petition or
				exhibit by reference to the official filing thereof with the Office provided
				that said information is still correct in all respects.