Pennsylvania Code › Title 52 - PUBLIC UTILITIES › Part I - Public Utility Commission › Subpart A - General Provisions › Chapter 3 - SPECIAL PROVISIONS › Subchapter I - REGISTRATION OF SECURITIES › Section 3.601 - General

Current through Register Vol. 54, No. 28, July 13, 2024
(a)
Scope
. A public utility shall file with the Commission and
					 receive from it notice of registration of a securities certificate before the
					 public utility issues or assumes securities.
(b)
Format
. A securities
					 certificate must be in a form consistent with §
											§
											1.31 and
					 1.32 (relating to requirements for
					 documentary filings; and form of documents), accompanied by payment in the
					 amount provided in §
											1.43 (relating to schedule of fees
					 payable to the Commission) and in a payment mode provided for in §
					 1.31.
(c)
Form
.
					 The securities certificate must provide information required by the Commission
					 on a form available from the Commission or shown on its website as well as
					 additional information required by the Commission. The securities certificate
					 must contain the following information:
(1)
					 The name and address of the public utility filing the securities
					 certificate.
(2) The name and
					 address of the public utility's attorney.
(3) A brief corporate history of the public
					 utility, a general description of the territory in which it actually furnishes
					 service to the public, and of the kind of service rendered.
(4) Whether the public utility is controlled
					 by a corporation, and, if so:
(i) The name of
					 the controlling corporation.
(ii)
					 The form and manner of control.
(iii) The extent of control.
(iv) Whether control is direct or
					 indirect.
(v) The names of
					 intermediaries through which control, if indirect, is held. When control is in
					 a holding company organization, show the chain of ownership or control to the
					 main parent company.
(5)
					 The following information regarding the securities which the public utility
					 proposes to issue or assume:
(i) The exact
					 title of security.
(ii) The
					 aggregate par value, or if no par value then the number of shares, or the
					 principal amount to be issued or assumed.
(iii) In the case of stock certificates, as
					 applicable:
(A) Par value.
(B) Dividend rate and payment
					 dates.
(C) Redemption
					 value.
(D) Liquidation
					 value.
(E) Voting powers.
(F) Preferences as to assets and
					 dividends.
(G) Cumulative and
					 participating dividend provisions.
(H) Callability and conversion
					 provision.
(iv) In the
					 case of evidences of indebtedness, as applicable:
(A) Nominal date of issue.
(B) Date of maturity.
(C) Interest rate and payment
					 dates.
(D) Extent to which taxes on
					 securities are assumed by the issuer.
(E) Callability and conversion
					 provisions.
(F)
					 Maintenance.
(G) Depreciation and
					 sinking or other fund provision.
(H) Name and address of trustee and whether
					 affiliated with the public utility.
(6) The method by which the public utility
					 proposes to dispose of the securities, giving pertinent details as to date and
					 manner of sale, exchange or other disposition. If sale, include minimum net
					 price to the public utility, maximum commission or fee to be paid to investment
					 bankers, brokers or others, and whether securities are to be sold on an
					 underwriting or take-down basis. State whether or not those negotiating or
					 arranging the sale are in any way affiliated with the utility. If a private
					 sale, state whether the purchasers are in any way affiliated with the utility.
					 Show in tabular form an estimate in reasonable detail of the expenses to be
					 incurred in issuing the securities, including, by groups, legal fees, fees and
					 documentary taxes to governmental authorities, printing expenses, underwriting
					 or brokerage commission, duplicate interest and other expenses.
(7) The purpose for which the public utility
					 proposes to issue or assume the securities.
(i) If the purpose is the acquisition of all
					 or part of the assets of a going concern, state:
(A) The name and address of the vendor and
					 the docket number of Commission approval of the acquisition.
(B) A brief description of property, and
					 whether it is all or part of a completed system.
(C) The full consideration to be paid,
					 including any indebtedness to be assumed by the utility.
(D) The manner of determining
					 consideration.
(E) The manner in
					 which acquisition is to be recorded on the public utility's books.
(F) The original cost of physical property to
					 be acquired, stated according to plant accounts prescribed by the
					 classification of accounts applicable to the public utility.
(G) The depreciation applicable thereto as
					 recorded on the books of the vendor.
(H) The manner of determining the original
					 cost and depreciation.
(I) An
					 income statement for the latest available 12 months applicable to the operation
					 of the property being acquired.
(ii) If the purpose is the purchase or
					 construction of new facilities, or the betterment of existing facilities, give:
(A) A brief description of the new facilities
					 or betterments.
(B) A list of plant
					 accounts prescribed by the classification of accounts applicable to the utility
					 to be charged with the new facilities or betterments, showing opposite each
					 account the estimated cost to be charged.
(C) A list of the accounts and the amounts to
					 be credited thereto for the retirements of any property resulting from the
					 purchase or construction of new facilities or betterments.
(D) The manner of determining amounts at
					 which retired property is to be credited.
(E) The date when it is expected that the
					 purchase or construction or betterment will be completed.
(iii) If the purpose is to obtain working
					 capital, explain any unusual condition which exists, or will exist, in the
					 public utility's current assets or current liabilities, stating:
(A) The approximate cost of average materials
					 and supplies inventory which the public utility expects to carry.
(B) The average time elapsing between the
					 date when the public utility furnishes or begins a period of furnishing service
					 to customers and the date when collection is made from customers for the
					 service.
(C) The minimum bank
					 balance requirements.
(D) A
					 statement, by accounts, of the operating expenses for the latest available 12
					 months.
(iv) If the
					 purpose is to refund obligations, describe obligations in detail.
(A) Explain the purpose for which obligations
					 were issued, or refer to number of securities certificate, securities
					 application or certificate of notification in which the purpose
					 appears.
(B) State the date of last
					 disposition of obligation, the amount disposed of and the price
					 received.
(C) State whether
					 refunding is to meet maturity, or to effect saving in interest or other annual
					 charges; if to effect saving, state date when, and price at which obligations
					 are to be called, and submit statement showing saving to be effected as a
					 result of refunding.
(D) State
					 disposition to be made of any discount or expense remaining unamortized on the
					 obligations to be refunded and of any premium included in the call
					 price.
(E) State whether any
					 unamortized debt discount and expense was originally incurred in connection
					 with securities not now outstanding, and if so, give amount applicable to each
					 issue.
(v) If the purpose
					 is reimbursement for moneys already expended, state the purpose for which the
					 moneys were expended in as complete detail as if the securities now being
					 issued were for that purpose as required by this subsection and by subsections
					 (a), (b) and (d).
(A) List the names and
					 principal amounts of any securities already issued against the
					 expenditures.
(B) State the dates
					 upon or between which the expenditures were made.
(8) State whether a registration
					 statement, application or declaration has been filed or will be filed with the
					 Securities and Exchange Commission in respect to the securities herein proposed
					 to be issued or assumed. If so, state:
(i) The
					 date filed.
(ii) The nature of the
					 application or declaration.
(iii)
					 The closing date before the Securities and Exchange Commission.
(9) The public utility shall
					 attach to each securities certificate:
(i) A
					 balance sheet of the public utility set up by ledger accounts and not by
					 groupings dated within at least 3 months of the date of securities certificate,
					 including any transactions which have occurred between the date of the balance
					 sheet and the date of filing the securities certificate and an explanation of
					 any major contingent liabilities faced by the public utility.
(ii) An income account of the public utility
					 set up by general ledger accounts, not by groupings, showing in detail the
					 other credits and charges made to surplus during the year, for the 12-month
					 period ending by the date of the balance sheet.
(iii) A statement with respect to the plant
					 accounts appearing on the balance sheet showing the following:
(A) A summary by the detailed plant accounts
					 prescribed in the system of accounts applicable to the public
					 utility.
(B) The portion of the
					 plant account balance representing increments in plant book values resulting
					 from the acquisition of property through purchase, merger and consolidation or
					 reorganization.
(C) The portion of
					 the plant account balance representing increases in plant book values resulting
					 from the recording of appraised values by the public utility unless the public
					 utility has filed with the Commission an original cost study.
(iv) A statement of securities of
					 other corporations owned by the public utility, including:
(A) The name of the issuer.
(B) The exact title of the
					 security.
(C) The amount
					 owned.
(D) The date
					 acquired.
(E) The price
					 paid.
(F) The book value.
(G) The market value.
(H) The cost to the affiliate, if acquired
					 from an affiliate.
(V) A statement showing the
					 status of the funded debt of the public utility outstanding at the date of the
					 balance sheet, plus particulars of any important changes in the funded debt
					 outstanding which have taken place since that date. The statement must be in
					 the form available from the Commission.
(vi) A statement showing the status of
					 outstanding capital stock of the public utility as of the date of the balance
					 sheet, including any important changes in the capital stock outstanding which
					 have taken place since the date of the balance sheet according to the form
					 available from the Commission.
(vii) A copy of the registration statement
					 filed by the public utility with the Securities and Exchange Commission under
					 the Securities Act of 1933 (15 U.S.C.A. §
														§
														77a-77aa) with respect to the proposed
					 issuance or assumption of securities.
(viii) Copies of applications and
					 declarations filed by the public utility with the Securities and Exchange
					 Commission with respect to the proposed issuance or assumption of securities,
					 under the Public Utility Holding Company Act of 1935 (15 U.S.C.A. §
														§
														79-79z-6).
(ix) A copy of the resolution of the board of
					 directors of the public utility authorizing the proposed issuance or assumption
					 of securities.
(x) A copy of the
					 stock certificate or other security proposed to be issued or assumed. Bonds or
					 other evidences of indebtedness secured by mortgage, collateral trust agreement
					 or other underlying instrument. This exhibit must be a copy of the underlying
					 instrument, rather than of the evidence of indebtedness itself.
(xi) A statement showing, in journal entry
					 form, the charges and credits to be made on the books of account of the public
					 utility as a result of the proposed issuance or assumption of
					 securities.
(xii) An affidavit in
					 the form prescribed by §
													§
													1.35 and
					 1.36 (relating to execution; and
					 verification).