ML042020296
| ML042020296 | |
| Person / Time | |
|---|---|
| Site: | Diablo Canyon  |
| Issue date: | 07/12/2004 |
| From: | Justic S Pacific Gas & Electric Co, Winston & Strawn, LLP |
| To: | Office of Nuclear Reactor Regulation, US Federal Judiciary, Bankruptcy Court, Northern District of California |
| References | |
| 94-0742640 | |
| Download: ML042020296 (21) | |
Text
Donald K. Dankner (No. 0186536)
Thomas F. Blakemore (No. 03121566) 2 Stacy D. Justic (No. 6277752) 50 - 2Y5/ -3 3 WINSTON & STRAWN LLP 35 West Wacker Dr.
4 Chicago, IL 60601 Phone: 312-558-5600 5 Facsimile: 312-558-5700 6 Special Counsel Attorneys for Debtor PACIFIC GAS and ELECTRIC COMPANY 7
8 UNITED STATES BANKRUPTCY COURT 9 NORTHERN DISTRICT OF CALIFORNIA 10 SAN FRANCISCO DIVISION 11 In re No. 01-30923 DM 12 PACIFIC GAS and ELE(CTRIC COMPANY, a Chapter 11 Case California corporation, 13 Date: September 14, 2004 Debtor. Time: 1:30 p.m.
14 Judge: Hon. Dennis Montali Courtroom: 235 Pine Street, 22nd Floor 15 Federal I.D. No. 94-0742 640 San Francisco, California 16 17 18 EIGHTH AND FINAL APPLICATION FOR ALLOWANCE OF FEES AND EXPENSES OF WINSTON & STRAWN LLP 19 (August 16,2001 THROUGH April 12,2004) 20 Pursuant to sections 330 and 331 of the Bankruptcy Code (the "Code"), 11 21 U.S.C. §§ 101, e setq., Rule 2016 of the Federal Rules of Bankruptcy Procedure (the 22 "Bankruptcy Rules"), the Amended Order Establishing Interim Fee Application and Expense 23 Reimbursement Procedure entered on July 26, 2001, as subsequently amended (the "Fee 24 Order"), the Office of the United States Trustee for the Northern District of California N 25 Guidelines (the "UST Guidelines') and the United States Bankruptcy Court Northern District 26 of California Guidelines for Compensation and Expense Reimbursement of Professionals and 27 Trustees (the "Court Guidelines"), Winston & Strawn LLP ("W&S"), special counsel to Debtor 28 in Possession on Non-Bankruptcy Matters ("Special Counsel") of Pacific Gas and Electric.
FINAL FEE APPLICATION OF WINSTON &
STRAWN LLP (08/16/01 - 04/12104)
B_Joq
i 1 Company, a California corporation (the "Debtor"), debtors in possession in this chapter II 2 bankruptcy case, respectfully requests entry of a final order authorizing payment of its fees and 3 reimbursement of expenses. In support of this Eighth and Final Application for Allowance of 4 Fees and Expenses of Winston & Strawn LLP (August 16, 2001 Through April 12, 2004, the 5 "Final Application Period") (this "Application").
6 1.
7 INTRODUCTION 8
A. BACKGROUND AND RETENTION 9
10 On April 6, 2001 (the "Petition Date") the Debtor filed a voluntary petition for 11 relief under Chapter 11 of the Code. Pursuant to Sections 1107 and 1108 of the Code, the 12 Debtor has been operating its business as a debtor in possession.
13 For many years, PG&E has employed W&S to represent PG&E on Federal 14 Energy Regulatory Commission ("FERC") matters and Nuclear Regulatory Commission 15 ("NRC") matters. W&S attorneys have advised and represented PG&E on FERC matters 16 since 1975 and on NRC matters since the early 1980s. After PG&E filed its voluntary 17 petition under Chapter 11 of the Code, PG&E requested that W&S take primary responsibility 18 for implementing the gas transmission, hydroelectric power and nuclear power regulatory 19 aspects of the Plan.
20 On May 16, 2001, the Debtor filed its Application for Authority to Employ and 21 to Continue the Employment of Special Counsel to Debtor in Possession on Non-Bankruptcy 22 Matters. An Amended Application for Authority to Employ Special Counsel was filed by the 23 Debtor on June 22, 2001. By its application to employ special counsel, the Debtor sought the 24 Court's approval, inter alia, of W&S's postpetition retention to provide the same services to 25 the Debtor that W&S was providing prepetition.
26 On August 16, 2001, the Court entered its Order Approving Amended 27 Application for Authority to Employ and to Continue the Employment of Special Counsel 28 (the "Omnibus Order"). Pursuant to the Omnibus Order, W&S was and is one of the law FINAL FEE APPLICATION OF WINSTON & 2 STRAWN LLP (08/16/01 - 04/12/04)
4.
firmns approved for employment as special counsel to the Debtor under section 327(e) of the Code in connection with FERC and NRC practice and advice. As of the Omnibus Order, 3 W&S was approved by the Court to provide the categories of services described herein.
4 W&S was and is employed pursuant to the Debtor's standard terms of monthly billing for 5 professional services rendered and reimbursement of expenses incurred.
6 On September 14, 2001, the Debtor filed an Amendment to the Amended 7 Application for Authority to Employ and to continue the Employment of Special Counsel (the 8 "Amendment") seeking authority to expand the extent of the services to be provided by 9 W&S. W&S's expanded representation was required by the complex and massive regulatory 10 undertaking necessitated by Debtor's plan of reorganization (as amended or supplemented 11 from time to time, the "Plan"). W&S's expanded representation fell under the category of 12 FERC and NRC Regulatory Issues described hereinafter.
13 After conferring with the United States Trustee regarding treatment W&S's 14 expanded representation under the Omnibus Order, the Debtor, W&S and the United States 15 Trustee entered into a Stipulation and Order Regarding Employment of Winston & Strawn as 16 Special Counsel to the Debtor in Possession dated September 27, 2001 (the "Stipulation").
17 The Stipulation provided that W&S's reimbursement for all fees and expenses incurred by 18 W&S as special counsel to Debtor through July 31, 2001 is governed by the Omnibus Order.
19 Pursuant to the Stipulation and Omnibus Order, W&S has not and will not submit 20 applications to the Court for fees and expenses incurred through July 31,2001.
21 To date, under the Omnibus Order, W&S has submitted invoices directly to the 22 debtor and been paid for the following post-petition services:
23 Application Period Amount Submitted Amount Paid Amount Outstanding' 24 June 1,2001-June 30, $117,735.06 $117,404.31 $0.00 25 2001 ___
26 27 28 l As is common in the ordinary course of dealing as between the Debtor and W&S, W&S waived reimbursement for certain fees and expenses invoiced to the Debtor.
FINAL FEE APPLICATION OF WINSTON & 3 STRAWN LLP (08/16/01 - 04/12/04)
1 July 1, 2001-July 31, $169,199.53 $169,197.43 $0.00 2
2001 3
Also pursuant to the Stipulation, the provisions of the Fee Order apply to W&S 4
fees and expenses incurred as special counsel to the Debtor after August 1, 2001. Under the 5
Fee Order, professionals seeking payment of interim compensation for a given calendar 6
month must file with the Court and serve on the Special Notice List for Debtor's case 7
abbreviated monthly applications for interim compensation and reimbursement of expenses 8
(the "Cover Sheet Applications"). Cover Sheet Applications filed with the Court and served 9
on counsel for Official Committee of Unsecured Creditors, counsel for the Debtor, and the 10 United States Trustee must include detailed time entries of the fees incurred during the month 11 for which reimbursement is sought. To date, W&S has filed and served Cover Sheet 12 Applications for the months of August through December 2001, January through December 13 2002, January through December 2003 and January through April 12, 2004.
14 Each Cover Sheet Application filed by W&S has sought, pursuant to the Fee 15 Order, interim compensation in an amount equal to 85% of fees, resulting in a 15% (the 16 "Holdback") and 100% of the expenses incurred by W&S on behalf of the Debtor.
17 To date, no objections have been filed to any of the Cover Sheet Applications 18 filed by W&S.
19 In addition to the monthly Cover Sheet Applications, the Fee Order requires 20 each professional to file with the Court interim fee applications for every 4-month period, in 21 accordance and compliance with Section 331 of the Code, Bankruptcy Rule 2016, the Court 22 Guidelines and the UST Guidelines. Under the Fee Order, the interim applications shall seek 23 approval of 100% (including the 15% Holdback) of fees and 100% of expenses incurred on 24 behalf of the Debtor. The Fee Order requires that the interim applications and a separate time 25 records exhibit with detailed time records in support of the interim applications (the "Time 26 Records Exhibit") be served on the Trustee, Debtor's reorganization counsel and counsel for 27 the Official Committee of Unsecured Creditors (the "Committee").
28 FINAL FEE APPLICATION OF WINSTON & 4 ST1RAWN LLP (08/16/01 - 04/12/04)
1 The following chart reflects: (a) the Cover Sheet Applications submitted to date 2 by W&S, including this Cover Sheet Application; (b) the First, Second, Third, Fourth, Fifth, 3 Sixth and Seventh Interim Applications submitted to date by W&S; (c) for the fees and 4 expenses incurred by the Finn after July 31, 2001, the amounts incurred and the amounts paid S to W&S by the Debtor to date; (d) W&S's voluntary and Court ordered reductions in 6 compensation sought from the Debtor as part of the First Interim Application; and (e) the total 7 amount owed by the Debtor to the Firm to date.
8 Application Period 85% Fees Expenses 15% Fee Amount Paid Total Amount Holdback Owed 2 10 August 1 - November 30,2001 Interim $897,521.08 $71,206.39 $158,386.07 $1,108,261.28 $0.00 11 Application Period l _
December 1,2001 -
12 March 31, 2002 $598,780.25 $61,038.79 $105,667.10 $765,816.41 $0.00 Interim Application 13 Period April 1, 2002 - July 14 31, 2002 Interim $406,772.94 $24,698A4 $71,783A6 $497,204.33 $0.00 Application Period _
15 August 1, 2002 -
November 30,2002 $429,341.12 $35,042.85 $75,766.08 $530,996.29 $0.00 16 Interim Application Period 17 December 1, 2002 -
March 31,2003 $419,462.68 $31,681.44 $74,022.83 $517,083.54 $0.00 18 Interim Application Period_
19 April 1, 2003-July 31, 2003 Interim 20 Application Period $223,720.47 $22,102.11 S39,480.08 $285,302.66 $0.00 August 1, 2003-21 November 30,2003 Interim Application 22 Period $58,434.65 $13,945.06 $10,312.00 $82,691.71 $0.00 December 1, 2003-23 December 31, 2003 $9,379.54 $814.57 $1,655.21 $10,194.12 $1,655.20 January 1,2004 -
24 January 31,2004 $15,942.26 $1,463.34 $2,813.34 $17,405.61 $2,813.33 February 1,2004 -
25 February 29, 2004 $25,592.35 $2,208.96 $4,516.30 $26,344.52 $5,955.24 March 1,2004-26 March 31, 2004 $25,444.88 $3,502.09 $4,490.27 $25,944.58 $7,492.66 27 28 2 Total Amount Owed includes the 15% holdback.
FINAL FEE APPLICATION OF WINSTON & 5 STRAWN LLP (08/16/01 - 04/12/04)
1 l April 1,2004-April l l l l 12,2004 l $2,975.17 l $25.66 $525.03 l $3,000.83 l $525.03 l 2 Total $3,076,936.02 $268,783.43 $542,985.73 $3,870,245.88 $18,441.46 3 II.
4
SUMMARY
OF FEES AND EXPENSES 5
6 A. First Interim Fee Application 7 W&S filed its First Interim Fee Application of Winston & Strawn LLP (August 1, 8 2001-November 30, 2001) on January 14, 2002 (the "First Fee Application"). After W&S 9 supplemented its First Interim Application in response to objections made by the Trustee to the 10 W&S application, the Court granted W&S's First Interim Application, subject to certain 11 reductions in fees and expenses sought. Upon review and consideration, this Court awarded 12 W&S $1,108,261.28 in fees and expenses incurred during the period from August 1, 2001 13 through November 30, 2001 on account of the First Interim Application.
14 B. Second Interim Fee Application 15 W&S filed its Second Interim Fee Application of Winston & Strawvn LLP 16 (December 1, 2001-March 31, 2002) on May 9, 2002 (the "Second Fee Application"). Upon 17 review and consideration, this Court entered an order granting W&S $765,816.42 in fees and 18 expenses on account of the Second Interim Application incurred during the period from 19 December 1, 2001 through March 31,2002.
20 C. Third Interim Fee Application 21 W&S filed its Third Interim Fee Application of Winston & Strawn LLP (April 1, 22 2002-July 31, 2002) on September 5, 2002 (the "Third Fee Application"). Upon review and 23 consideration, this Court entered an order granting W&S $497,207.32 in fees and expenses on 24 account of the Third Interim Application incurred during the period from April 1, 2002 through 25 July 31,2002.
26 27 28 FINAL FEE APPLICATION OF WINSTON & 6 ST'RAWN LLP (08/16/01 - 04/12104)
I D. Fourth Interim Fee Application 2 W&S filed its Fourth Interim Fee Application of Winston & Strawn LLP (August 3 1, 2002-November 30, 2002) on January 13, 2003 (the "Fourth Fee Application"). Upon review 4 and consideration, this Court entered an order granting W&S $530,996.29 in fees and expenses 5 on account of the Fourth Interim Application incurred during the period from August 1, 2002 6 through November 30, 2002.
7 E. Fifth Interim Fee Application 8 W&S filed its Fifth Interim Fee Application of Winston & Strawn LLP (December 9 1, 2002-March 31, 2003) on May 13, 2003 (the "Fifth Fee Application"). Upon review and 10 consideration, this Court entered an order granting W&S $517,083.54 in fees and expenses on 11 account of the Fifth Interim Application incurred during the period from December 1, 2002 12 through March 31, 2003.
13 F. Sixth Interim Fee Application 14 W&S filed its Sixth Interim Fee Application of Winston & Strawn LLP (April 15 1, 2003-July 31, 2003) on September 12, 2003 (the "Sixth Fee Application"). Upon review 16 and consideration, this Court entered an order granting W&S $285,370.16 in fees and 17 expenses on account of the Sixth Interim Application incurred during the period from April 1, 18 2003 through July 31, 2003.
19 G. Seventh Interim Fee Application 20 W&S filed its Seventh Interim Fee Application of Winston & Strawn LLP (August 21 1, 2003-November 30, 2003) on January 14, 2004 (the "Seventh Fee Application and collectively 22 with the First, Second, Third, Fourth, Fifth and Sixth Fee Applications, the "Prior Fee 23 Applications"). Upon review and consideration, this Court entered an order granting W&S 24 $82,691.71 in fees and expenses on account of the Seventh Interim Application incurred 25 during the period from August 1, 2003 through November 30, 2003.
26 27 28 FINAL FEE APPLICATION OF WINSTON & 7 STRAWN LLP (08/16/01 - 04/12/04)
1 H. Eighth Interim Fee Application 2
This Eighth Interim Application Period (the "Eighth Application Period") covers 3
fees and expenses incurred during the period from December 1, 2003 through and including April I
4 12, 2004. Fees and expenses incurred during this period are detailed in the time records attached 5
as Exhibit "A".3 A summary of services rendered by category during the Eighth Fee 6
Application Period is set forth in the following chart:
7 8 CODE CATEGORY AMOUNT A Plan of Reorganization (Gas) $1,510.00 9 B Plan of Reorganization (Hydro) - _$720.00 C Plan of Reorganization (Nuclear) $7,177.00 10 D Diablo Canyon $9,051.65 E Dry Cask Storage _21_880.50 11 F Diablo Canyon-Nuclear $1,543.70 G Hydro Compliance and Administration $42,692.00 12 H Bankruptcy Fee Application $9,746.50 1 FERC and NRC Regulatory $0.00 13 J Travel $0.00 14 K TSSA Storage $0.00 L DOE Environmental $0.00 15 Fees $94,321.35 Expenses $8,014.62 16 TOTAL $102,335.97 17 The total fees and expenses for W&S incurred in the Eighth Application Period of 18 the case (December, 2003, January, February, March, and April 1-12, 2004) for which payment 19 is sought is $102,335.97.
20 The fees and expenses incurred in the Eighth Application Period have not 21 previously been applied in the Prior Fee Applications. The detailed time and expense reports 22 for the Eighth Application Period are attached herewith.
23 24 25 26 27 3 This Eighth and Final Application corrects certain errors that were submitted on the monthly statements. For example, W&S's invoices for Diablo Canyon (as member of Equipment 28 Qualification Group) were inadvertently omitted during February and March's monthly statements.
FINAL FEE APPLICATION OF WINSTON & 8 STRAWN LLP (08116/01 - 04/12/04)
I I. Blended Hourly Rate 2 The blended hourly rate is $241.86 per hour for all W&S timekeepers working on these cases during the Eighth Application Period, that is, total fees divided by total hours spent by 4 all timekeepers (partners, associates and paralegals).
6 The blended hourly rate is $269.74 per hour for all W&S timekeepers working on 6 these cases during the Final Application Period, that is, total fees divided by total hours spent by 7
all timekeepers (partners, associates and paralegals).
8 J. Final Allowance of Fees 9
10 W&S submits this Eighth and Final Application for an Order under Bankruptcy 11 Code § 330(a)(1) for final allowance of compensation of $94,321.35 in fees and reimbursement 12 of $8,014.62 in expenses incurred during the Eighth Application Period.
13 In addition, W&S requests this Court to grant final allowance under Bankruptcy 14 Code §330(a)(1) of W&S's fees and expenses described in this Final Application and the Prior 15 Fee Applications of W&S for the period August 16, 2001 through April 12, 2004, for which 16 detailed time and expenses reports were already filed with the Court and served on all appropriate 17 parties at the interim application.
18 W&S seeks final allowance under Bankruptcy Code § 330(a)(1) of 19 compensation of $3,662,785.16 and expenses in the amount of $267,729.70 incurred during 20 the period from August 16, 2001 to April 12, 2004. The total fees and expenses incurred 21 during this Final Application Period are $3,930,514.86.
22 m.
23 CASE STATUS 24 W&S relies on the description of the status of the bankruptcy case provided by 25 Debtor's reorganization counsel.
26 27 28 FINAL FEE APPLICATION OF WINSTON & 9 STRAWN LLP (08/16/01 - 04112/04)
1 IV.
2 RESPONSIBLE PERSONNEL 3
4 For the services rendered during the Final Application Period, W&S assigned 5 attorneys to tasks based on the level of expertise required for the tasks. Donald K. Dankner 6 has overall responsibility for the Plan applications filed on behalf of the Debtor and primary 7 responsibility for the Section 7 Applications. In addition to the brief sununary below, a 8 summary of the time and related fees of each person whose work is included in this application is attached hereto as Exhibit "B".
10 A. Attorneys 11 Donald K. Dankner, a partner, was admitted to the Washington D.C. Bar in 1973.
12 His customary billing rate was $375 per hour during the Application Period. Mr. Dankner was 13 primarily responsible for overall responsibility for the Plan applications filed on behalf of the 14 Debtor and primary responsibility for the Section 7 Applications. Mr. Dankner has been 15 representing clients before the FERC on gas transmission matters for over 17 years.
16 John A. Whittaker IV, a partner, was admitted to the Washington State Bar in 1976 17 and the Washington D.C. Bar in 1980. His customary billing rate was $245 per hour during the 18 Application Period. Mr. Whittaker was primarily responsible for the Hydro Applications. Mr.
19 Whittaker has nearly 18 years of experience on FERC hydroelectric matters and was a staff 20 attorney at FERC for 6 years prior to joining W&S.
21 David A. Repka, a partner, was admitted to the Washington D.C. Bar in 1981. His 22 customary billing rate was $325 per hour during the Application Period. Mr. Repka had primary 23 responsibility for the NRC Applications and matters relating to the Installation. Mr. Repka 24 worked at the NRC for 3 years before joining W&S in 1984, where he has worked 25 continuously on matters before the NRC 26 The other attorneys of W&S who have rendered professional services during the 27 Application Period are William A. Horin, Eric L. Hirschhorn, William J. Madden, Jr., Jeanne M.
28 Dennis, Patricia L. Campbell, Martin J. ONeill, Anne W. Cottingham, Carey W. Fleming, FINAL FEE APPLICATION OF WINSTON & 10 STRAWN LLP (08/16/01 - 04/12/04)
1 Nicole Y. Silver, Brook. D. Poole and Stacy D. Justic. Multiple attorneys performed services for 2 the Debtor because of the large amount of work involved, the nature of the work product, the 3 complex issues arising out of the Debtor's Plan and the discrete, specialized, areas of law within 4 the purview of those attorneys' expertise. In addition, there were two separate contested licensing 5 matters at the NRC, and two separate petitions for review of NRC orders in the United States 6 Court of Appeals.
7 B. Paralegals 8
9 John D. Criner, senior paralegal, performed extensive research and assisted in 10 assembling and filing various regulatory materials. His customary billing rate was $135 per hour 11 during the Application Period. Mr. Criner holds a B.S. Degree from Roanoke College.
12 Carlos L. Sisco, a senior paralegal, performed research on various regulatory 13 issues. His customary billing rate was $120 per hour during the Application Period. Mr. Sisco 14 holds a B.A. Degree from Northwestern University.
15 Paige D. Stepan, a senior paralegal, assisted with drafting, compiling and serving 16 monthly and interim fee applications. Her customary billing rate was $125 per hour during the 17 Application Period. Ms. Stepan holds a B.S. Degree from the University of Wisconsin.
18 The other paraprofessionals of W&S who have rendered paraprofessional 19 services during the Application Period are Nicole Scaravalle, Jennifer Miller, Lauren 20 Anderson and Ryan J. Strong. The paraprofessional services for which compensation is 21 sought would have been performed by professionals if not done by the paraprofessionals.
22 Such services are compensable under the Code and the Court Guidelines. The W&S 23 paraprofessionals performing services for the Debtor during the Application period are not 24 primarily secretarial or clerical workers.
25 26 27 28 FINAL FEE APPLICATION OF WVINSTON & 11 STRAWN LLP (08/16/01 - 04/12/04)
1 V.
2
SUMMARY
OF SERVICES RENDERED DURING THE EIGHTH APPLICATION PERIOD 3
In accordance with the Compensation Guidelines, the activities of W&S are 4 divided into twelve (12) specific categories. A breakdown of the fees incurred under each billing 5
category is attached hereto as Exhibit "C".
6 Category A: Plan of Reorganization (Gas) (Matter 101239-00049)
(Fees- $1,510.00; Total Hours 4.80) 8 During the Eighth Application Period, W&S conferred with FERC staff re 9 withdrawal of GTrans application and reviewed and commented on notice of withdrawal of 10 the GTrans application.
I11 For details regarding other work performed by W&S during the Final Application 12 Period, please see the Prior Fee Applications.
1 Category B: Plan of Reorganization (Hydro) (Matter 101239-00051) 14 (Fees- $720.00; Total Hours 2.40) 15 During the Eighth Application Period, W&S attorneys prepared comments on 16 proposed notice of withdrawal of the hydro license transfer applications and advised PG&E as to 17 hydro aspects of the Plan settlement agreement.
For details regarding other work performed by W&S during the Final Application Period, please see the Prior Fee Applications.
20 Category C: Plan of Reorganization (Nuclear) (Matter 101239-00050) 21 (Fees- $7,177.00; Total Hours 30.10) 22 During the Eighth Application Period, W&S continued to represent PG&E with respect to NRC license transfer matters in the cases before the NRC, the Ninth Circuit Court 24 of Appeals, and the Court of Appeals for the District of Columbia Circuit. However, given 25 that proceedings in all matters were ordered to be held in abeyance pending the resolution of 26 the proposed bankruptcy settlement, specific activities were limited. W&S monitored 27 developments in the CPUC and Bankruptcy Court proceedings on the proposed settlement 28 FINAL FEE APPLICATION OF WINSTON & 12 STRAWN LLP (08/16/01 - 04112/04)
I and prepared and filed appropriate notifications to the NRC and the relevant courts of 2 developments in these matters. subsequently, W&S prepared the appropriate agency and court 3 pleadings to terminate the cases. W&S also continued to prepare certain routine internal 4 status reports on the NRC licensing issues and related legal proceedings.
5 For details regarding other work performed by W&S during the Final Application 6 Period, please see the Prior Fee Applications.
7 Category D: Diablo Canyon (Matter 10117-945) 8 (Fees-$9,051.65; Total Hours 25.31) 9 The Equipment Qualification Group (the "Group") is comprised of many nuclear 10 licensees for which W&S performs work. The Group addresses NRC rulemaking and compliance 11 matters relating to the required capabilities, testing and documentation for certain electrical 12 equipment used in nuclear applications. Fees charged to members of the Group are based on a 13 formula among the members intended to defray the cost among the members of the Group. This 14 category captures and the invoices reflect the Debtor's share of fees for work performed for the 16 Group. Due to Debtor's membership in the Group and the method of billing the Group, it is not 17 possible for W&S to generate a separate invoice for the Debtor that sets forth the hourly time 18 entries of W&S attorneys for this category.
19 During the Application Period, on behalf of the Group W&S monitored and 20 participated in several activities, including: the development of industry positions related to 21 potential new NRC requirements concerning risk-informed requirements for environmental 22 qualification, coordination with the Nuclear Energy Institute in addressing NRC activities 23 concerning guidance on digital equipment and other NRC activities; providing information to 24 Group members concerning numerous specific qualification issues; establishing bases for 25 Group members to address the NRC's rule on hydrogen and oxygen monitoring; managing, 26 and conducting a Group meeting at W&S's offices; and developing industry positions related 27 28 FINAL FEE APPLICATION OF WINSTON & 13 STRAWN LLP (08/16/01 - 04/12104)
I to implementation of consistent industry standards for equipment post accident operating in 2 conjunction with regulatory improvement under the NRC's burden reduction initiative.
3 For details regarding other work performed by W&S during the Final 4 Application Period, please see the Prior Fee Applications.
5 Category E: Dry Cask Storage (Matter 101239-00042) 6 (Fees-$21,880.50; Total Hours 93.80) 7 During the Eighth Application Period, W&S This category encompasses NRC 8
licensing of the proposed dry cask storage installation at DCPP for high level nuclear waste.
9 W&S has advised PG&E with respect to the NRC regulatory issues involved in obtaining a 10 license to construct and operate the facility and represented PG&E in the administrative hearing at the NRC. During the Eighth Application Period, W&S continued to advise the 12 Company with respect to NRC requests for additional information and with respect to the final 13 environmental assessment and safety evaluation. In addition, during this period certain 14 petitioners filed a Petition for Review in the United States Court of Appeals for the Ninth Circuit 15 seeking reversal of certain final decisions of the NRC in this matter. W&S is representing PG&E 16 in the appeal. During this Eighth Application Period, W&S prepared and filed a motion to 17 intervene; began basic legal research on the issues raised in the appeal; reviewed briefs filed by 18 the petitioners and amici; and began preparation of a brief for PG&E.
19 For details regarding other work performed by W&S during the Final Application 20 Period, please see the Prior Fee Applications.
21 Category F: Nuclear General (Matter 101239.00037) 22 (Fees- $1,543.70; Total Hours 5.58) 23 This category encompasses time spent counseling on general NRC regulatory 24 issues relating to the DCPP. The category includes ongoing matters of regulatory compliance 25 and NRC licensing, such as advice on responding to the NRC's generic security orders issued 26 as a result of the events of September 11, 2001. Also included in this category is the Debtor's 27 minimal share of fees for work performed by W&S in updating from time to time, advice on 28 FINAL FEE APPLICATION OF WINSTON & 14 STRAWN LLP (08/16101 - 04/12/04)
1 NRC reporting requirements. During the Eighth Application Period, W&S provided minimal 2 services in this area focused on regulatory licensing issues.
3 For details regarding other work performed by W&S during the Final Application 4 Period, please see the Prior Fee Applications.
5 Category G: Hydro Compliance and Administration (Matter 101297-0000) 6 (Fees- $42,692.00; Total Hours 171.20) 7 During the Eighth Application Period, W&S continued to represent PG&E on 8 hydroelectric regulatory matters before the Federal Energy Regulatory Commission (FERC).
9 W&S attorneys prepared a PG&E request for rehearing of a FERC order involving Endangered 10 Species Act matters at PG&E's Potter Valley Project, and provided advice to PG&E on a variety 11 of regulatory issues at its Kern Canyon, North Fork Feather River, Drum Spaulding, Pit 4, Poe, 12 and Kilarc-Cow Creek Projects, including issues pertaining to federal preemption of state 13 inspection requirements, water quality requirements, and license surrender and decommissioning.
14 W&S attorneys also continued to advise PG&E as to general hydro industry developments, 15 including USEPA initiatives affecting hydro.
16 For details regarding other work performed by W&S during the Final Application 17 Period, please see the Prior Fee Applications.
18 Category H: Bankruptcy Fee Application (Matter 101239-00048) 19 (Fees-$9,746.50; Total Hours 65.80) 20 This category includes extensive time spent on drafting, compiling, filing and 21 serving W&S's Cover Sheet Applications and the Seventh Interim Application. In addition, 22 this category includes time spent on reviewing and editing monthly pre-bills, as well as 23 updating amounts billed, paid and owed. Substantial time allocable to drafting, compiling, 24 filing and serving the Cover Sheet Applications and the Seventh Interim Application was 25 billed by Ms. Stepan, a paraprofessional whose billing rate is approximately one-half of the 26 hourly rate charged by the attorneys who also billed time to this task.
27 For details regarding other work performed by W&S during the Final Application 28 Period, please see the Prior Fee Applications.
FINAL FEE APPLICATION OF WINSTON & 15 STRAWN LLP (08/16/01 - 04/12/04)
I Category I: FERC and NRC Regulatory (Matter 101239-00046) 2 (Fees $0.00; Total Hours 0) 3 W&S did not incur any fees in this category during the Eighth Application Period.
4 For details regarding other work performed by W&S during the Final Application Period, please 5 see the Prior Fee Applications.
6 Category J: Travel (Matter 101239-00047) 7 (Fees- $0.00; Total Hours 0) 8 W&S did not incur any fees in this category during the Eighth Application Period.
For details regarding other work performed by W&S during the Final Application Period, please 10 see the Prior Fee Applications.
11 Category K: TSSA Storage (Mlatter 101239-00052) 12 (Fees- $0.00; Total Hours 0) 13 W&S did not incur any fees in this category during the Eighth Application Period.
14 For details regarding other work performed by W&S during the Final Application Period, please 15 see the Prior Fee Applications.
16 Category L: DOE Environmental (Matter 101239-53) 17 (Fees-$0.00; Total Hours 0) l8 W&S did not incur any fees in this category during the Eighth Application Period.
19 For details regarding other work performed by W&S during the Final Application Period, please 20 see the Prior Fee Applications.
21 VI.
22
SUMMARY
OF SERVICES RENDERED 23 DURING THE FINAL APPLICATION PERIOD 24 Please refer to the Prior Fee Applications for a description of the work performed 25 during the Final Application Period.
26 27 28 FINAL FEE APPLICATION OF WINSTON & 16 ST1RAWN LLP (08/16/01 - 04/1 204)
I1 A complete review by category of the expenses for the Eighth Application Period 2 is attached hereto as Exhibit "D". W&S maintains records of all actual and necessary expenses 3
incurred in the ordinary course of its practice.
4 5 VII.
SUMMARY
OF EXPENSES INCURRED IN THE EIGHTH APPLICATION PERIOD 6
W&S has incurred actual and necessary out-of-pocket disbursements during the 7
Eighth Application Period in the amount of $8,014.62. The expenses for which reimbursement is 8
sought is of the kind, and at the least expensive rate, that W&S customarily charges non-9 bankruptcy clients. The disbursement sum is broken down into categories of charges including, 10 among other things, travel and related expenses, meals, photocopying, telephone and telecopier 11 toll, air courier charges, document retrieval and computerized legal research charges.
12 During the Eighth Application Period, W&S charged the Debtor's estate for 13 expenses at following rates: a) in-house photocopying, at the rate of $.1 0 per page; b) copying 14 done by outside services, at cost; c) computerized research, at cost; d) postage, at cost; e) 15 overnight delivery and messenger service, at cost; f) long distance telephone, at cost; and g) 16 facsimiles, at $.35 per page.
17 Except for meals in connection with travel, much of the expense for meals during 18 the Application Period was incurred as part of meetings and conference calls with the Debtor. In 19 addition, substantial photocopying and air courier charges were incurred in complying with the 20 fee application process.
21 A complete review by category of the expenses for the Eighth Application Period 22 is attached hereto as Exhibit "E". W&S maintains records of all actual and necessary expenses 23 incurred in the ordinary course of its practice.
24 25 DESCRIPTION AMOUNT Air Courier 638.77 26 Binders 7.14 27 Computer Docket System 5.46 Computerized Legal Research 1,488.61 28 Court Costs _ 41.20 Long Distance Telephone 116.14 FINAL FEE APPLICATION OF WINSTON & 1 17 STRAWN LLP (08/16/01 - 04/12/04)
1 Messenger Service 27.49 Miscellaneous Expense 1 288.43 2 Postage 1,400.35 Printing/Reproduction 3,917.41 3 Secretarial Overtime 43.50 Business Meals 40.12 4 TOTAL EXPENSES $8,014.62 5
VIIl.
6
SUMMARY
OF EXPENSES INCURRED IN THE FINAL APPLICATION PERIOD 7 W&S has incurred actual and necessary out-of-pocket disbursements during the 8 Final Application Period in the amount of $267,729.70. The expenses for which reimbursement 9 is sought is of the kind, and at the least expensive rate, that W&S customarily charges non-10 bankruptcy clients. The disbursement sum is broken down into categories of charges including, 11 among other things, travel and related expenses, meals, photocopying, telephone and telecopier 12 toll, air courier charges, document retrieval and computerized legal research charges.
13 During the Final Application Period, W&S charged the Debtor's estate for 14 expenses at following rates: a) in-house photocopying, at the rate of $.10 per page; b) copying 15 done by outside services, at cost; c) computerized research, at cost; d) postage, at cost; e) 16 overnight delivery and messenger service, at cost; f) long distance telephone, at cost; and g) 17 facsimiles, at $.35 per page.
18 Except for meals in connection with travel, much of the expense for meals during 19 the Application Period was incurred as part of meetings and conference calls with the Debtor. In 20 addition, substantial photocopying and air courier charges were incurred in complying with the 21 fee application process.
22 A complete review by category of the expenses for the Final Application Period is 23 attached hereto as Exhibit "F". W&S maintains records of all actual and necessary expenses 24 incurred in the ordinary course of its practice.
25 THIS NEEDS THE NEW CHART REPLACED 26 DESCRIPTION AMOUNT Air Courier 152.85 27 Air Fare 36,617.97 Air Fare-AMEX/McCord 17,016.15 28 Binders 1,443.93 .
FINAL FEE APPLICATION OF WINSTON & 18 STRAWN LLP (08/16/01 - 04/12/04)
- u Business Meals 12,453.76 Computer Docket System 5.46 2 Computerized Legal Research 61,755.49 Color Copies 7.80 3 Court Costs 287.20 Court Reporter 424.62 4 Document Retrieval 4,369.68 Document Imaging 43.04 5 Telecopy 12.17 Local Travel Expense 94.00 6 Lodging Expense 15,552.95 Long Distance Telephone 3,885.42 7
Messenger Service 1,866.10 8 Miscellaneous Expense 444.81 Microfiche 23.03 9 Other Travel Expenses 234.69 Postage 15,654.46 10 Photocopy 58,682.34 Printing 24,634.36 11 Publication Fees 3.64 Publications/Subscriptions 4.07 12 Secretarial Overtime, 93.00 Transcript 2,838.54 13 Transportation-Long Distance 3,128.17 TOTAL EXPENSES $267,729.70 14 Ix.
15 CONCLUSION 16 W&S believes that the allowance of fees and expenses sought in this application is 17 appropriate and that the fees are reasonable and necessary in light of the circumstances of this 18 Chapter 11 case and the scope and difficulty of the business and legal issues involved.
19 All monthly fee statements relevant to this application have been previously 20 provided to the Debtor, Debtor's counsel, and to the members of the Committee. A copy of this 21 application is also being provided to the Debtor, Debtor's counsel, and to the members of the 22 Committee concurrently with the filing of the application. A copy of the cover letter transmitting 23 this application to the Client and supporting declaration is attached hereto as Exhibit "G".
24 WHEREFORE, Winston & Strawn LLP respectfully requests the Court to enter an 25 order:
26 27 28 FINAL FEE APPLICATION OF WINSTON & 19 STRAWN LLP (08/16/01 - 04/12/04)
1 1. For final allowance of fees in the amount of $94,321.35 and expenses in 2 the amount of $8,014.62 incurred during the period from December 1, 2003 through April 12, 3 2004; 4 2. For final allowance of fees in the amount of $3,662,785.16 and expenses in 5 the amount of $267,729.70 incurred during the period from August 16, 2001 to April 12, 2004; 6 3. Authorizing and requiring the Debtors to pay the unpaid balance of allowed 7 fees and expenses; and 8 4. For such other and further relief as is just and appropriate under the 9 circumstances.
10 DATED: July 12,2004 WINSTON & STRAWN LLP 11 12 By:
One of its Attomey 13 327(e) Counsel to Debtors and Debtors in Possession 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 FINAL FEE APPLICATION OF WINSTON & 20 6W'jU LP (08/16/01 - 04/12104)
I 2 CERTIFICATE OF SERVICE 3 I, Paige D. Stepan, certify that on or about July 12, 2004 1 caused a copy of the attached Eighth and Final Application For Allowance of Fees And Expenses For The Period 4 August 16, 2001 through April 12, 2004 to be served upon the United States Trustee, Pacific 5 Gas and Electric Company ("PG&E"), the debtor and debtor in possession, reorganization counsel for PG&E, and counsel for the Official Committee of Unsecured Creditors in the PG&E 6 bankruptcy case, at the following addresses, via overnight Federal Express or U.S. Mail delivery, as indicated:
7 By Federal Express 8
United States Trustee 9 Attn.: Mr. Stephen Johnson United States Department of Justice 10 250 Montgomery Street, Suite 1000 San Francisco, CA 94101 11 James L. Lopes 12 Howard, Rice, Nemerovski, Canady, Falk & Rabkin 13 Three Embarcadero Center, 7th Floor San Francisco, CA 94111 14 Robert J. Moore 15 Milbank, Tweed, Hadley & McCloy LLP 601 South Figueroa Street 16 Los Angeles, CA 900017 17 By U.S. Mail 18 Theresa Lett Pacific Gas & Electric 19 P.O. Box 7442 San Francisco, CA 94120 20 21 22 Senior Paral for Winston & Strawn LLP 23 24 25 26 27 28 2
C111:1394431.1