ML20034F501

Summary of 930204 Meeting W/Util to Discuss Proposed Merger of Two Companies & Resulting Change of Control of Plant

ML20034F501
Person / Time
Site:	River Bend
Issue date:	02/24/1993
From:	Skay D Office of Nuclear Reactor Regulation
To:	Office of Nuclear Reactor Regulation
References
NUDOCS 9303030319
Download: ML20034F501 (10)

Text

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February 24, 1993 Docket No. 50-458 LICENSEE:

Gulf States Utilities FACILITY:

River Ber.d Station

SUMMARY

OF MEETING REGARDING THE PROPOSED MERGER OF GULF STATES UTILITIES AND ENTERGY OPERATIONS On February 4,1993, the staff met with representatives of Gulf States Utilities (GSU) and Entergy Operations (E01) to discuss the propo ud merger of the two companies and the resulting change of control of River Bend Station.

GSU had submitted an application to the NRC on January 13, 1993, to amend the River Bend license to reflect this change. GSU and E01 presented an overview of the merger process including: the status of other regulatory approvals, descriptions of the holding companies to be formed, and post merger operating and support agreements.

The licensee estimated that the Louisiana Public Service Commission and the Texas Public Utility Commission (PUCT) would complete their reviews of the merger this summer. The Federal Energy Regulatory Commission (FERC) anticipates completion of its review by September, however, hearings have been scheduled for March that could delay the approval. The Security and Exchange Commission's (SEC) review will follow FERC's decision. The licensee requested that the NRC complete its review of the proposed license amendment by October I,1993, to coincide with these approvals.

The merger will result in the formation of a new Entergy Corporation of which GSU will be a wholly owned subsidiary. A concern was raised by the staff regarding the transfer of assets between GSU and Entergy following the merger and the potential for a reduction in resources available to River Bend. The licensee stated that GSU and co-owner Cajun Electric Power Cooperative would remain liable for all operating, maintenance, repair, decontamination, and decommissioning costs.

E01 would take responsibility for operation of the plant and would have the responsibility to shut down the plant if adequate resources are not available.

GSU would also retain the authority to direct that the plant be shut down by E01 based on its safety judgement. Any transfer of assets must be approved by the SEC and PUCT.

In response to a question from the staff, GSU and E01 committed to accept a license condition which would prohibit E01 from participating in the marketing and brokering of energy.

E01 stated that the design, operation, and organization of River Bend will remain the same with the exception of some of the QA aid engineering personnel which will change to accommodate E01's centralized QA and engineering support.

The merger will not affect contractual agreements or distribution networks.

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2-February 24, 1993

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Another concern was raised regarding Cajun Electric Power Cooperative which owns 30% interest in River Bend.

Cajun is not supportive of the merger and believes that its consent should be required for the-license transfer. Cajun stated.that it plans to submit a letter to the Commission and a pleading in response to the public notice, raising its concerns. These concerns include; the financial positions of GSU and E01, the proposed E01/GSU operating agreement, adherence to license conditions, and the antitrust review process.

A copy of the presentation materials are provided in the enclosure.

Original signed by Donna M.Skay, Project Engineer Project Directorate IV-2 Division of Reactor Projects Ill/IV/V Office of Nuclear Reactor Regulation

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Enclosures:

1.

Attendance List 2.

Presentation Handouts cc w/ enclosures:

See next page DISTRIBUTION:

3 Docket:Filea NRC/PDR Local PDR PDIV-2 RF J. Roe M.Virgilio E.Peyton OGC E. Jordan J.Gagliardo, RIV DSkay R. Wood E. Holler W.Lambe E.Reis E. Baker ACRS(10) w/o enclosures:

F.Miraglia J.Partlow 0FFICE PDIV-2/LA PDIV-2/PE PDIV-2/PM PDIV-2/D' NAME LeftN DSkay Or3 ' IBakerN#

SBlac2I' DATE 2/12/93 2/\\6493 2/R$93 2/2Y93

Mr. Philip D. Graham -

cc w/ enclosures:

Winston & Strawn Ms. H. Anne Plettinger ATTN: Mark J. Wetterhahn, Esq.

3456 Villa Rose Drive 1400 L Street, N.W.

Baton Rouge, Louisiana 70806 Washington, D.C. 20005-3502 Administrator Mr. Les England Louisiana Radiation Protection Division Director - Naciear Licensing P. O. Box 82135 Gulf States Utilities Company Baton Rouge, Louisiana 70884-2135 St. Francisville, Louisiana 70775 Gulf States Utilities Mr. Philip G. Harris ATTN: Mr. Philip D. Graham Cajun Electric Power Coop, Inc.

Vice President (RBNG) 10719 Airline Highway Post Office Box 220 P. O. Box 15540 St. Francisville, Louisiana 70775 Baton Rouge, Louisiana 70895 Senior Resident Inspector P. O. Box 1051 St. Francisville, Louisiana 70775 President of West Feliciana Police Jury P. O. Box 1921 St. Francisville, Louisiana 70775 Regional Administrator, Region IV U.S. Nuclear Regulatory Commission 611 Ryan Plaza Drive, Suite 1000 Arlington, Texas 76011 Mr. J. E. Booker Manager-Nuclear Industry Relations Gulf States Utilities P. O. Box 2951 Beaumont, Texas 77704 Mr. J. David McNeill, III William G. Davis, Esq.

Department of Justice Attorney General's Office P. O. Box 94095 Baton Rouge, Louisiana 70804-9095

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1' ATTENDANCE LIST MEETING WITH GULF STATES UTILITIES February 4. 1993 i

GULF STATES UTILITIES D. Clements P. Graham L. England U.NSTON & STRAWN M. Wetterhahn ENTERGY CORPORATION J. Dewease W. Edge (Entergy Operations, Inc.)

WCC&C B. McGehee CAJUN ELECTRIC POWER COOPERATIVE P. Harris SPIEGEL & McDIARMID B. McDiarmid DUNCAN. WEINBERG. MILLER & PEMBROKE J. Pembroke NRC W. Lambe B. Wood E. Reis G. Holler E. Baker D. Skay T. Quay 1

AGENDA NRC-GSU-EOI MEETING ROCKVILLE, MD FEBRUARY 4,1993 1:00 PM TOPIC SPEAKER OPENING RDIARKS PHIL GRAHAM i

- INTRODUCTIONS i

-AGENDA BACKGROUND JERROLD DDVEASE

-PURPOSE OF APPLICATIONS

-OTHER REGULATORY FILINGS MERGER PROCESS t REGULATORY JERROLD DEMTASE APPROVALS APPLICATION FOR CONSENT TO MERGER PHIL GRAHAM ENTERGY OPERATIONS AMENDMENT JERROLD DEWEASE REQUEST SCHEDULE JERROLD DDVEASE t

CONCLUDING RBfARKS PHIL GRAHAM

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.s-BACKGROUND o

18 MONTH MERGER PERIOD o

REGULATORY FILINGS FERC SEC LPSC, PUCT FTC, DOJ NRC r

o SHAREHOLDER APPROVAL t

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o TWO APPLICATIONS l

I CHANGE OF CONTROL I

CHANGE OF OPERATOR o

CONTDIPORANEOUS REVIEW

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AERGER PROCESS & REGULATORY APPROVALS i

o GSU SUBSIDIARY OF NEW ENTERGY CORPORATION l

GSU & CAJUN OWNERSHIP i

t CONTRACTUAL RELATIONSHIPS ASSETS, OBLIGATIONS, CUSTOMERS STOCK OWNERSHIP i

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o OTHER REGULATORY APPROVALS i

o EOI OPERATIONS APPROVAL SEC 6

LPSC a

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I APPLICATION FOR CONSENT TO MERGER I

WE PURSUANT 10 CFR 50.80,50.90 f

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NOT CHANGED:

1 RBS DESIGN, OR OPERAT"JN i

ORGANIZATION, OR PERSONhTL i

FINANCIAL RESPONSIBILITY ANTITRUST LICENSE CONT)ITIONS o

REQUESTED REVIEW SCHEDULE i

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s ENTERGY OPERATIONS AhENDAENT REQUEST o

FILED PURSUANT 10 CFR 50.90 EOI SUBSIDIARY OF ENTERGY CORPORATION o

NUCLEAR PLANT OPERATOR RBS EMPLOYEE STATUS ORGANIZATIONAL CHANGES RESPONSIBILITY FOR SAFE OPERATION o

EQI CHANGED IN APPLICATION TECHNICAL QUALIFICATIONS FINANCIAL QUALIFICATIONS RBS OWNERSHIP, O&M RESPONSIBILITY OTOT_RSHIP OF POWER, ANTITRUST CONSIDERATIONS PHYSICAL PLANT, OR TECHNICAL SPECIFICATIONS DIERGENCY PLAN, SECURITY PLAN, QA OFFSITE POWER ENGINEERING SUPPORT GSU POST MERGER OPERATING & SUPPORT AGREBIENTS o

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SCHEDULE FOR APPROVALS o

SHAREHOLDERS o

LPCS o

PUCT o

FERC o

SEC i

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MERGFE

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