ML20049H500
| ML20049H500 | |
| Person / Time | |
|---|---|
| Site: | Fermi  |
| Issue date: | 02/26/1982 |
| From: | Voigt H DETROIT EDISON CO., LEBOEUF, LAMB, LEIBY & MACRAE |
| To: | Eisenhut D Office of Nuclear Reactor Regulation |
| References | |
| NUDOCS 8203030191 | |
| Download: ML20049H500 (7) | |
Text
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.b L EBOEU F, LAM B, LElBY a M ACR AE A PARTN E R SM s p INC LWOe NG. stOF E SSION AL COR POm Af sOues 1333 Ncw H AMPSHIRE AVEN UE, N. W.
WAS HIN GTo N, D. C. 20 0 36 47 mEuCLEv SouAaE i40 enOAoWAv N E W YOR R. N. Y 10005 LONDON wax SDB.ENGL AhD TELEPHONE 01 -493 73 3 B 212 269 1600 202-457-7500 TELEX:440274 T E L E COPI E R: 202-457-7543 a3 CENTRAL STREET 500 REARh8 ButLDING BOSTON,MA 02109 136 SOUTH M A6N 817-459 138 5 S ALT L AR E CITY, UT 84101 801 355 6910 338 F AYETTEvtLLE STREET MALL P. O. SO N 750 461 PEQUOT AVENUE February 26, 1982 SOv7 POa'.cf 0 490 a at Eio. ~c 27*oa W89 -83 3 -9799 03 259 8383 D
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Mr. Darrell G. Eisenhut c:
Director, Division of Licensing
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Office of Nuclear Reactor Regulation b
I<T 2 Joy. R th {~] iip >w ~[1/
U U.S. Nuclear Regulatory Commission Q
'f Washington, D.C.
20555 i
p Re:
Docket No. 50-341 IJ,
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Dear Mr. Eisenhut:
We act as licensing counsel to The Detroit Edison Company
(" Edison"), Northern Michigan Electric Cooperative, Inc., and Wolverine Electric Cooperative, Inc. (collectively
" Applicants").
Applicants are the holders of Construction Permit No. CPPR-87 issued in this docket and are currently seeking an operating license.
The purpose of this letter is to advise the Commission of a proposed change in the corporate status of Edison.
Edison is presently incorporated in both New York and Michigan.
It proposes, by means of a statutory merger, to terminate its incorporation in New York, with the surviving corporation to be the Michigan corporation only.
The proposed statutory merger and the reasons for it are more fully described in a letter dated January 28, 1982 from Edison to the New York Stock Exchange, a copy of which is enclosed.
Since the prcposed statutory merger will cause no change in Edison's capitalization, assets, liabilities, or name, it is our position that consummation of the merger will not constitute a transfer or assignment of the con-struction permit within the meaning of Section 185 of the Atomic Energy Act, 42 U.S.C.
S 2234 (1976), and therefore o 7
that the prior written consent of the Commission is not D'
required.
We would appreciate written confirmation that the Commission agrees with our view of the law.
I I 8203030191 820226 PDR ADOCK 05000341 A
s' i
l Mr. Darrell G. Eisenhut February 26, 1982 Page 2 Because the Amended and Substituted Application for Licenses filed in this docket on October 21, 1974 reflects the dual incorporation of Edison, an amendment to the Application to reflect the change in corporate status will be filed in due course.
No amendment of the construction permit will be necessary.
If further information is required, or if the Commission wishes to meet with representatives of Edison to discuss this matter, please let me know.
Sincerely, N
Enclosure cc w/ enc.:
Colleen P. Woodhead, Esq.
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e Deholton Ed.'2"d ^
l v v e$ pis):37 M 7"g m January 28, 1982 Mr. Thomas E. Veit, New York Stock Exchange,-
20 Broad Street, New York, N.Y. 10005
Dear Mr. Veit:
This will confirm our discussion today regarding the proposed action of The Detroit Edison Company (the
" Company") to eliminate its dual corporate status.
The Company was originally incorporated in the State of New York in 1903 as an electric public utility whose principal offi:es and entire operations were conducted in the southeastern portion o5 the State of Michigan subject to regulaticn by the Michigan Public Service Commission as to rates and as to issuances of securities.
As a result of the addition of interstate electrical connections, the Federal Power Commission would also have had jurisdiction over all issuances of the Company's securities unless it was incorporated in a state which regulated such issuances.
To avoid this duplication of state and federal regulation, in i
1967 the Company, with the approval of shareholders, filed a duplicate of its New York charter'in Michigan pursuant to a special statutory provision then applicable and thereby became incorporated in both the State of New York and the State of Michigan.
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The Company now finds such dual corporate status burdensome, unnecessary, undesirable and not in the best interests of the corporation, its shareholders or customers Therefore, and since no other feasible legal vehicle is available, the Company proposes to engage in a statutory merger by virtue of which the Company as an existing New York corporation together with a wholly-owned inactive subsidiary of the Company will merge with and into the Company as an existing Michigan corporation with the existing Michigan corporation surviving.
The involvement of the wholly-owned inactive subsidiary serves only the purpose of satisfying the statutory merger requirement that at least two corporations be involved.
No definitive legal opinions have been obtainable as to whether the Company is one corporation separately recognized by two individual states or in fact two separate corporations.
However, there is only one authorized and outstanding capitalization, one Board of Directors, one group of officers, one physical plant, etc.
The Michigan corporation and the New York corporation are one and the same in all respects except they o
have sepa ' ate, though substantively identical, charters.
On January 25, 1982 the Company's Board of i
Directors authorized the submission to shareholders of a proposal to eliminate the dual corporate status of the Company by means of the legal mechanism described above.
I Preliminary Proxy materials are scheduled to be filed with l
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the Securities and Exchange Commission on February 12, 1982, and it is the desire of the Company to determine as soon as possible the position of the New York Stock Exchange with respect to the proposed transaction.
The proposal is to be submitted to Common shareholders at their annual meeting on April 26, 1982 and, if approved, is expected to be
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effectuated on or about June 30, 1982.
The holders of the Company's Preferred and Preference Shares are not entitled Dissenting Common shareholders will have appraisal to vote.
rights under New York law.
We' feel that our situation is unique.
The proposed merger is not a conventional migratory merger involving the creation of a new entity into which an existing listed company merges with the concommitant issuances of new securities to be exchanged for those outstanding.
There are to be no changes in the Company's capitalization, assets, liabilities, or name.
The company's existing shareholders and holders of its General and Refunding Mortgage Bonds will continue to own the same
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Michigan securities in the same Michigan corporation as they t
l did befora the termination of the New York corporation, f
i There will be no tax consequences to the transaction.
Other t
than the normal reporting requirement under the Exchange Act of 1934, there are no filing or registration requirements with the Securities and Exchange Commission.
There may be approvals or rulings sought by the Company from the Federal.
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Energy Regulatory Commission, the Michigan Public Service Commission, the Nuclear Regulatory Commission and the Internal Revenue Service.
In light of all the circumstances we feel that the proposed transaction is essentially a non-event and that no listing application or listing fees should be necessary since all securities involved in the transaction are now outstanding, no additional securities will be issued and all securities listed after the transaction are now already listed.
Furthermore, we are of the view that the transaction is such that it should have no effect upon the 15-year period currently applicable, regarding continuing annual fees, without a new period commencing when the transaction is effected.
In addition, we assume that, as was the case in 1967 when the Company became dually incorporated, the l
existing stock of certificates will continue to constitute good delivery even though the corporation will no longer be in fact incorporated in 'the State of New York as reflected on such L.<isting certificates.
Please advise us at your earliest convenience if you concur with us as to the conclusions we have reached.
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Should you require any further information, please feel free to contact me at (313) 237-7056.
ery truly y ur s
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r\\1-Thomas P. Bingman, Senior Attorney e
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