ML19322C781
| ML19322C781 | |
| Person / Time | |
|---|---|
| Site: | Crane  |
| Issue date: | 12/14/1978 |
| From: | Jackie Cook SECURITIES & EXCHANGE COMMISSION |
| To: | Grossman M NRC OFFICE OF INSPECTION & ENFORCEMENT (IE) |
| Shared Package | |
| ML19322C780 | List: |
| References | |
| TASK-TF, TASK-TMR NUDOCS 8001230546 | |
| Download: ML19322C781 (3) | |
Text
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- j SECURITIES AND EXCHANGE COMt.HSSION s (p WA!HnNCTON D.C.
20549
,w Osvicents or CORNR A T soed VtN A NCE December 34, 1978 i
Milton J.
Grossman, Esquire Chief. Hearing Counsel OSfice of the. Executive
' Legal Director Nuclear Regulatory Commission i
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Dear Mr. Grossman:
I I am writing in response to your letter of Auoust 9.
i 1978 and several subsequent conversations with meebers i
of the staff regarding the public availability of certain financial information supplied to the Nuclear Regulatory Commission ("NRC") by Duke Power Company. Cleveland Electric Illuminating Company, and other applicants for nuclear facility construction permits and operating licenses (the "applicante).
I i
The ifacts, as more fully detailed in your letter and enclosures, are as follows.
. Pursuant to section 182(a) t 4 of the Atomic Energy Act of 1954 and NRC rules and recula-j]d tions, the NRC staff must determine the' financial oualiefi-cations of applicants for nuclear facility construction d
permits.
sh Accordingly, the NRC requests applicants to 6
submit certain additional ofinancial information which includes a projected source of funds statement over the Ef[
relevant construction period, with underlying assumotions.
d showing how anticipated construction expenditures micht be covered by internal and external financinq sources.
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Your previous letter dated January 2. 1976 (' Enclosure 1 j;
1 with your August 9.1978 letter) indicates that the NRC i
I staff does not consider the sources of funds statement as a' financial forecast, but rather looks to the' state-l ment ifor a demonstration of one oossible way by which
- I further construction projects, including the subject dacility of the application. mioht reasonably be fi-
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4 lanced Applicants generally have included a disclaimer cn their sources of funds statements to the effect that taey should not be considered forecasts.
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Milton J.
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- r. j The NRC has a general policy of. full public dis-closure regarding any information submitted to or pre-pared by it that forms part of the basis of its regulatory i
decisions regarding nuclear reactors.
You indicate that the applicants have requested the withholdino from public availability of portions of their projected sources of funds i
statements over the period of construction...In support of i-these requests, the applicants have argued that (1) the l
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' federal securities laws as currently administered by this l
Commission prohibit or materially restrict the publication j'
of projections and (2).i.f the NRC places these projections in the public domain, these applicants will have to comply with all duties and liabilities of anking projections on a reasonabic basis and keeping them up to date by proper public revision.
t As you are aware. in Securities Act Release No. 5992.
(copy enclosed) November 1, 1978, the Commission issued a statement generally encouraain~g companies to disclose projections both in their filings with the Commission and in general.
To that end, the Commission alse adopted rev.ised guidelines for the disclosure of projections in Commission filings and proposed for comment a safe-harbor" ru.le that would provide protection from the liability
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.di, provisions of the federal securities laws for reasonably "l'
based projections that are disclosed in good faith.
U y%-~g In Release No. 5992. the Commission SDecifically noted E'
that issuers have raised ouestions reaardino their obliaa-tions under the federal securities laws with respect to'
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projection information reauired to be submitted to other f5 federal and state regulatory authorities.
The Commission
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further stated that in its view, the submission of this type of information to federal or state regulatory authori-t ties pursuant to their requirements under circumstances i
in which it would be publicly available would not in and of itself violate the federal securities laws or reouire i
issuers to make public projections in filings with the i
Commission or otherwise.
The Commission also reminded i
issuers of their general obligation to assure that material facts concerning their financial condition are f
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-i[i promptly and fully disclosed and that information sub-mitted does not become misleading by virtue of subsequent events.
However, in this regard, it was suggested that issuers may wish to consider the appropriateness of clearly distinguishing such information from any projections already made, or clearly indicating that the information should not be considered as a projection for any purpose other than consideration by the requestina authority.
It was also suggested that issuers may wish to consider the i
appropriatenevs of filing a report on the Commission's Form 8-K,'in which the furnishing of this information could be disclosed and the purpose of its submission anB ~' ~
nature of its use clari.fied Based upon the information presented in your letter, it is the opinion of this Division that submission of this information to the NRC by the applicants and subsecuent rele*ase of it to the public would not contravene the l
requirements of this Commission.
This opinion assumes
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that any projection information contained therein has a reasonable basis.
Moreover, since the NRC does not regard this information as a> financial forecast and applicants
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include a disclaimer to this effect with their submissions.
-.a this Division does not believe that the public availability 2
1 of this information would impose on applicants a burden to qfkg]
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publicly revise and update the material contained therein.
However, to the extent that subsequent material facts
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regarding the financial condition of applicants would
$i j indicate that oreviously disclosed assessments no lonaer 3
dyW have a reasonable basis. full and prompt disclosure of
{l these facts may be required.
?@ hy Sincerely, j
as5 ODlT/C)
Rowland Cook, Chief-Office of Disclosure ' Policy and Proceedings t
Enclosure
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