ML20095A168
| ML20095A168 | |
| Person / Time | |
|---|---|
| Site: | Millstone  |
| Issue date: | 04/14/1992 |
| From: | Voigt H FITCHBURG GAS & ELECTRIC LIGHT CO., LEBOEUF, LAMB, LEIBY & MACRAE |
| To: | Murley T Office of Nuclear Reactor Regulation |
| References | |
| NUDOCS 9204160124 | |
| Download: ML20095A168 (13) | |
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HamTFORD CT ussa WOSCOW NEWAmn.NJ Di2LCT OtaL April 14, 1992 BY FAE Dr. Thomas E. Murley, Director Office of Nuclear Reactor Regulation U. S. Nuclear Regulatory Commission Weshington, DC 20555 Ret Docket No.
50-423--PIqaqnd Acouisition of the OutstandiDg Comsn_ Stock of Fitchbura Gas and Electric Light Company _by,_UM,lTIL Cord 2 rat 10D
Dear Dr. Murley:
This firm represents Fit &. burg Gas and Electric Light Company ("Fitchburg"), a Massechusetts corporation whi::h ir a minority owner of the Milletone Nuclear Power Station, Unit No. 3.
The purpose of this letter is to advise the Commission of the proposed merger of Fitchburg with UNITXL Corporation ("UNITIL"), a New Hampshire corporatiors. The merger has already been approved by various state _ agencies and the Federal Energy Regulatory Commission.
The closing of the merger is scheduled for April 20, 1992.
Fitchburg oras.0217 percent of Mills' tone Unit 3; it has no involvement in or control over the operation of the plant.
Upon completion of the proposed morger, Fitchburg will be a wholly-owned
.eubsidiary of UNITIL.
Fitchburg will continue to own the same minority interest in Millstone Unit 3 that it now owns, and it will maintaitt its corporate identity an a separate subsidiary of UNITIL.
Thus, the license itself will not be transferred to any new entity, and Fitchburg will remain the licensee at all times during and after the merger.
No other entity will acquire any owneruhip interest in Millstone Unit 3 as a result of the inerger.
Upon completion of the merger, each outstanding share of l
p common stock of ?itchburg vill be converted into one share of I
common stock of UNITIL, and the present holders of Fitchburg common l
stock will becomo the majority shareholders of UNITIL.
Fitchburg l
shareholdern will thus continue to control Fitchburg's interest in l
thS plant following the transaction.
Moreover, a majority of the 92041e.,0124 920414 j]
FDR ADOCK 05000423 V
1 POR t
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Thoman E. Murley, Dirt: tor April 14, 1992 Fage 2 directors of UNITIL will consist of the present directors of Fitchburg.
Because the present shareholders and directors of Fitchburg will continue to control Fitchburg, there will be no
" transfer of control" of the license as described in 10 C F.R.
550.80 (a).
In our view, this merger does not require any action on NRC's part.
No direct or indirect transter of the operating license for Millstone Unit 3 will occur as a result of the transactions described abcVe. Fitchburg will continue in existence as a separate corporation; no license amendment to ascign or transfer Fitchburg's minority interest in Millstone Unit 3 to another company is contnaplated; and a majority of the holding company's stock will be cwned by Fitchburg's cunent shareholders.
who will continue to elect the majority of the holding company's directors and will control the surviving corporation.
Nonetheless, should the Conmission believe that Ppproval of this transaction is required, Fitchburg urges the Commission to give its consent. To that end, we are providing certain additionhl information concern.ng the Fitchburg-UNITIL merger.
4 Following completion of the merger, all of the officers and directors of Fitchburg and all of the of ficers and directors of UNITIL will be American citizens.
Neither Fit:hburg nor UNITIL vill be owned, controlled, or dominated by an alien, a foreign corporation, or a foreign gevernment.
The merger is expected to improve Fitchburg's financial position by providing greater opportunities in the purchased powe:c market, as well as permitting more ef ficient operation th1.ough the integration of Fitchburg with the existing UNITIL subsidiaries.
There will be no change in the outstanding bonded debt of Fitchburg as a result of the merger.
UNITIL has no bonded debt.
In approving the
- znarger, the PERC examined the effect of the transaction on the capit.al structure and capital costs of both Fitchburg and UNITIL, and found nu suggestion that tne trancaction would advs,rsely affact the public interest in that (or any other) respect.
sing Elishbur.g. Gas and Electric Li.ght
- Company, 58 F.E.R.C.1 61,201 (1992). A copy of the FERC order is attached.
The merger will not adversely affect the ability of Fitchburg to carry out its financial obligations undur the license, both as to operation and as to decommissioning.
Fitchburg believes that antitrust review by the NRC of the prepased merger is neither required nor appropriato.
10 C. F.R.
S 50.33a(a)(3) suggests that antitrust review is not required where an applicant has electrical generating capacity of 200 MW or lesa.
Fitchburg's total owneenhip of generating capacity is 50,5 MW.
The FERC has already looked into possible anticonpetitive effects of
Thomas E. Murley, Director April 14, 1992 Fage 3 i
the merger and has concluded that "there is nu evidence that the tranoactions will adversely affect the existing competitive situation in New England."
Eq?q FERC order, mimeo. at 9.
As previo". sly noted, there will be no chcnge in Fitchburg's minority ownership of Millstone Unit 3
as a
result of the nerger, j
According?y, the Commission should conclude that no antitrust l
review is required.
As discussed above, we do not believe that the Fitchburg-U1:ITIL merger requirss Commission approval.
Nonetheless, to tha extent that'the Commission feels that its consent may be recessar1, we urge the Commission to approve the transaction to the f u.11 extent required by law on or before April 20, 1992.
If you need any additional information, pl. nase advise me, and we will respLnd immediately.
Thank you for your attention to this mattet.
T,incerely yours.
Le 2104 C
t$
bit 9Ing.y for FitShburc Gag and Elgstric Li.cht Company cc (w/ enc.):
U.S.
Nuclear llegulatory Commission Attn: Document Control Desk Wash.i.ngton, DC 20555 Joseph F. Sainto, Esq.
Mail Stop 15 B18 Joseph Rutberg, Esq.
Mail Stop 15 D18 L
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AO INFORMMION CENTER 1
4 I. 24 ERGY REGULATORY COMMISSION s,
0-V Bufore Cosmissioners:
Martin L. Allday, Chairman!
Charles A. Trabandt, Elizabeth Anne Moler, Jerry J.
Langden and Branko Terzic.
7-l-)]0'hpp Fitchburg Cas and Elcetric
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Docket No. EC92-2-000 02'O Light campany
)
ORDER DENYING REQUEST FOR DISCLAIMER OF JURISDICTION AND AUTHORIZING DISPOSITION OF JORISDICTIONAL FACILITIES (Issued February 21, 1992)
On October 24, 1991, Fitchburg G1s and Electric Light Company (Fitchburg or_ Applicant) filed an application under section 203 of the Fedatal Power Act (FPA).
The application seeks Commission authorization, if necessary, to dispose of juriedictional facilitiec pursuant to a series of transactions involving both a merger and.the exchange of common stock.
specifically, Fitchburg proposes to merge with UFC Elec.tric e
. Company (UMC), a wholly-owned subsidiary of UNITIL.Corporatior.
yg(he. merger transaction and to facilitate the exchange of stock UNITIL).
UMC was created solely for the purpcse of ef fectuating g,jtbetween Fitchburg and UNITIL.
As a result of thosa proposed transactions, Fitchburg will become a wholly-ouned subsidiary of UNITIL, 1/ a public utility. holding company.
Too Applicant states that it believec that the transactions are not suuject to the jurisdiction of this' Commission under the FPA, and states that it reserves the right to contest jurisdiction if necessary at a later time.
Nonetheless, because the-tra.7sactions might be interpreted as a " disposition" of jurisdictional facilities under section 203 of the FPA, Fitchburg requests Commission approval of the transactions.
BackaEERDd Fitchburg is a public utility which supplies both electric and
_ gas service at retail in the Town of Fitchburg, Massachusetts und other Massachuastts communities.
In 1990, Fitchburg served over 25,000 retail customers and had a peak load of nearly-75 MW.
~ Fitchburg operates a 26.75-MM turbine under a 25-year lease from-Fleet credit: Corporation and has ownership sntitlements totaling -
On December 16,-1901, Fitchburg filed a letter with the Commission advising that on December 2, 1991, the shareholders of bcth' UNITIL and Fitchburo passed resolutions approving the proposed merger.
Dockat No. EC92-2-000 f
~ 23.75 MF in three New England Power Pool ( NL' POOL) planned generating units located in Connecticut and Haine.
Fitchburg osns
~
limited 69 kV transmission network located entirely within its a
service territory, and is interconnacted to the bulk power transmission system in New England through its 115 kV transmission substation with New England Power Company (NEPCO).
Under the NEPOOL Agreement, Fitchburg is able to use the transmission systems of other NEPOOL members to transmit power purchased f rom other utilitias and to transmit itc ownership entitlements in HEPOOL planned unitr.
Fitchburg currently does not provide wholesale l
regyirements service to any customer, but does engage in short-tenn unit contract sales. ?s' UNITIL is a public utility holding company incorporated in New Hampshiro.
UNITIL owns all of the common stock of Concord Electric Company (Cencord) and Exeter & Hampton Electric Company (Exeter).
Together, Concord and Exeter provide electric service at retail to approximately 60,000 customers in several New Hampshire towns and in 1990 served a peak load of approximately 164 MW.
UNITIL also owns all of the common stock of UNITIL Power, a public utility which providec wholesale power to Concord and Exoter and to other utilities. 1/
In addition, UNITIL wholly-vwnn UNITIL Service Corporation (UNITIL Service) and UNITIL Realty Corporation.
UNITIL Power owns no generation or transmission facilities.
{'[}/sourcesandobtainstransmissionserviceUNITIL Power purchases its power supp
- Instead, s,
from Public Service Company of New Hampshire (PSNH), which provides UNITIL Power with access to NEPOOL-designated transmission facilities and transmission services.
UNITIL Power also leases certain facilities from Exeter to provide transmission service to PSNH for station service to the Seabrook Nuclear Power Station, vulch is located in Exeter's service tarritory.
UNITIL's electric utility subsidiaries are not directly interconnected with Fitchburg.
The transmissier. facilities of NEPOOL memb.ars serve as a means of indirect interconnection between Fitchburg and UNITIL's electric utility subsidiaries.
Fitchburg and UNITIL Power entered into a Power Supply Cooperation Agreement on March 1, 1989.
Since that time, Fitchburg and UNITIL Power have, on several occasions, used NEPOOL-designated transmission services and other transmission services (obtcined from NEPCO, PSNH and other New England utilities) to engage in power transactions with each other.
2)
The sales are made in accordance with the provisions of the
['s}__
NEPOCL Agreement and various rate schedulet filed with the Commission.
%)
2/
The three UNITIL electric utility subsidiaries are treated as individual participants in IEPOOL.
Dochet No. EC92-2-000 Ihn_fJRRREELTDMsGliMJ1s The proposed transactions will occur in several steps.
- First, UNC vill issue 1,000 shares of common stock, at $1.00 par value, to UNITIL and beccme a subsidia?ty of UhITIL.
Next, UHC will merge with Pitchburg, with Fitchburg remaining us th9 surviving corporation.
Then, each outstanding share of Fitchburg's common stock, par vhlue $10.00, v4.11 he converted into one sha e of common stock, no par value, of UNITIL. i/
Fitchburg will then become a wholly-owned subsidiary of UN!TIL. 1/
The Applicant states that the proposed transactions will create benefits co both Fitchburg and UNITIL, in the form of improved management planning and efficiency in corporato accetunting, data processing, tax serviens and other adminiscrat!.ve activities.
The Applicant asserts that the proposed transactions will result in the ability to more effectively recruit and retain expert staff in specialized areas which will enable UNITIL to improve management planning and efficiancy in adminietration.
The Applicant contenda that the proposed transactions will result in a greater opportunity to obtain economies through the coordinated purchase or procurement nf supplies, equipment and insurance.
The Applicant further asserts that the propcsed transactions vill allow a more favorable m'.rkating of securities due to the greater financial strength of the combined companies.
The Applicant expects the proposed transactions to produce significant long-tern power supply benafits.
The Applicant be,11 eves that an integrated approach to power supply operation ans:
-planning will reduce costs and improve the oiversity and flexibility of power supply. 5/
Fitchburg views the proposed Priot to cor.
mmation of the propoued transactionc UNIT!L is required to pay to its shtreholders an 11 percent stock dividend.
5/
On October 22, 1991, the Maine Public Utilities Commission exempted the proposed transactions from approval undnr its state law.
The Connecticut Department of Public Utility control-approved the proposed transactions on December 24, 1991.
The Massachusetts Department of Public Utilities approved the transactions on January 10, 1992.
Under Macsachusetts law, Fitchburg is required to complete the transactions by March 10, 1992.
Accordingly, Fitchburg requeste that the Commissicn act on its application by March 10, 1992.
9 /
According to the Applicant, the specific benefits it expects to realiza are:
(concinued...)
/
Docket No. EC92-2-000 (
transactions and the resulting corporate relationship au essential to the proper integration of the two systetss.
The Applicant intends to take additional steps to more fully integrate operations if the proposed transactions are approved.
Such additional steps include complete management integration of the two power supply systems and possible revision of the existing UNITIL System Agreement on file with the Commission to reflect participation by Fitchburg.
The Applicant also plans to achieve, if economically feasible, a single operational pown.r supply system within the NEPOOL framework.
Notica of Fitchburg's application was published in the Federal Register, 2/ with comments due on or before November 19, 1991.
On November 19, 1991, motions to intervene were filed by Green Mountain Power Corporation (Green Mountain), Northeast Utilities Service Company (Northeast) and PSNH.
None of the intervenors has requested a hearing, but all seek to participate as a party in the proceeding.
Referring to the Commission's recent review of Northeast's proposed acquisition of PSNH, Green Mountain suggests that similar issues involving bulk power markets and the availability of transmission services in New England may arise in this proceeding and could impact the electric operations of Green Mountain.
\\
Northeast states that its operating companies are involved with both Fitchburg and UNITIL Power in various bulk power and wheeling transactions and may be affected by the proposed disposition of facilities.
Because it also conducts transactions with both Fitchburg and UNITIL Power, PSNH claims that it too may be affected by the outcome of the proceeding.
5/ (... continued) a.
improved ability to participate in a competitive bulk power market and to influence the seller's price and terms due to potentially larger purchases of the combined system; b.
greater flexibility to consider economical, large generating facilities, for either acquisition or construction; and c.
increased ability to benefit from diversity in existing 7-power supply commitments, to maintain a desirable (S
y diversity in power supply, and to take advantage of the s_s' diverse load characteristics of the two systems.
2/
56 Fed. Reg. 56,639 (1991).
l Docket No. EC92-2-000 Dia.GnaalRD Pursuant to Rule 314 of the Commission's Rules of Practice and Procedure, 18 C.F.R. $ 385.214 (1991), the timely, ur. opposed motions to intervene of Green Mountain, Northeast and PSNH serve to make them parties to this proceeding, ilgriajictiona1 AnGLLY11a Fitchburg believes that the proposed merger of Fitchburg with UMC and the exchange of stock between Fitchburg and UNITIL are not subject to the Commission's jurisdiction; Fitchburg reserves the right to contest jurisdiction if necessary at a later time.
Fitchburg states that, after the transactions, it will continue to
-own the same facilities which it now owns; that it will not sell, lease, or encumber any of its jurisdictional facilities as a part of the transactions; and that it will not issue stock or assume new liabilitien.
Thus, Fitchburg maintains that the proposed transactions do not require Commission authorization.
Nonethelesa, because the transactions might be interpreted as a adispositior" of jurisdictional facilities under section 203 of the FPA, Fitchburg requests Commission approval of the transactions.
Section 203(a) provides in pertinent part:
)
No public utility shall sell, lease, or otherwise s_/
dispose of the whole of its facilities subject to the jurisdiction of the_ Commission, or any part thereof of a value in excess of $50,000, or by any means whatsoever, directly or indirectly, marge or consolidate such facilities or any part thereof with those of any.other person, or purchase, acquire, or take any security of any other public.. utility, without first having secured an order of the
-Commission authorizing it to do so. (1/)
In.Q.RDtI3L1 V8ERQILt Public Service Corocration, 9/ the Commission concluded that the transfer of ownership and control of jurisdictional facilities, through a transfer of a public utility's common stock from existing shareholders to a newly-created holding company, constitutes a disposition of jurisdictional facilities requiring prior Commission approval under section 203.
The Commission recognized that the current stockholders of the public utility, although acquiring stock in the holding company as a result of the transaction, would no longer have a proprietary interert in, or direct control over, the jurisdictional facilitics k/
16 U.S.C. 5 824h(a) (1988).
2/
39 FERC-1 61,295 (1987) ; 219_A11Q Central Illinois Public Service Company, 42 FERC 1 61,073 (1988).
r Docket No. F.C92-2-ooO )of the public utility.
The Commission characterized the substance
\\ of the transaction as a disposition of facilities by virtue of the
(
transfer of all direct centrol.
In asserting jurisdiction, the for cross-Commission expressed concern about the potential subsidization of non-utility operations with electric utility revenues.
in Savannab_ Electric and Power commu1 Land _The Similarly, 12/ the Commission asserted section 203 Southern qqncany, jurisdiction over a proposed transaction in which The Southern a registered public utility holding company, Company / Southern),
acquired all of the com=on stock of Savann&h Electric and Power Savannah By virtue of the stock transaction, Company (Savannah).
proposed to become a wholly-owned operating subsidiary of Southern.
In asserting jurisdiction, the Commission relied upon its earlier holding in CanL%1 Vermant:
"(T]he proposed transaction, transferring ownership and control of Savannah's jurisdictional is clearly a facilities to an existing holding company, jurisdictional disposition of utility property under section 203." 11/
In the instant proceeding, all direct control over and proprietary interest in Fitchburg's jurisdictional f acilities will pass from Fitchburg's current shareholders to those of In addition, while most of the activities of UNITIL UNITIL. 12/
tility operations, the
/^) subsidiaries are presently confined to potential exists for further diversifice. tion into non-utilityConsis (s/
operations.Eavannah Electric, the Commission will assert jurisdiction in this We specifically note our authority under case under section 203.
to make such supplemental orders as we later may section 203(b) find necessary _r appropriate. 12/
Public Interggt Determination The Commission must approve Fitchburg's application if the proposed disposition of jurisdictional facilities "will be Under section 203(b), the consistent with the public interest."
1Q/
42 PERC 1 61,240 (1988).
11/
IL.at 61,778.
Testimony contained in Fitchburg's application for approval filed with the Massachusetts Department of Public Utilities 12/
states that following the consummation of the proposed transactions, the former shareholders of Fitchburg will own 0
approximately 61 percent of the UNITIL common stock outstanding.
12/
16 U.S.C. 5 824b(b) (1988).
l\\(
>cket No. EC92-2-000 ()c:mmissionmayconditionitsapprovalon"suchtermsandcondition as it finds necessary or appropriate to secure the maintenance of N-adequate service and proper coordination in the public interest of facilities subject to the jurisdiction of the Commission." li/
An applicant need not show that a positive benefit to the public will result from a proposed disposition of facilities in order to support a public interest finding, only a showing of compatibility is required. 11/
The Applicant is required to make a full disclosure of all Laterial facts and to show affirmatively that the disposition of facilities is consistent with the public interest. 15/
The Conmission does not have to determine whether the transactions involved are the only means by which the companies could accomplish the overall objective of t..o Federal Power Act.
Rather, the Commission, after analysis of all the relevant factors, need only conclude that, in the particular circumstances, the disposition of facilities is consistent with the public interest. 12/
In Commonwealth _Edicon Company, the Commission adopted a nonexclusive list of factors to be considered when evaluating whether a proposed merger or disposition of facilities is consistent with the public interest:
(1) the effect on operating ccets and rate levels;
(
(2) the contemplated accounting treatment; (3) the reasonableness of the purchase price; (4) the possibility of coercion; (5) the effect on competition; and (6) the impact on the effectiveness of state and federal regulation. [11/)
11/
Id.i.
15/
SAA, e.g, Kentucky Utilities Company and Old Dominion Power Company, 56 PERC 1 61,184 at 61,655 (1991) (citing Pacific Power & Light Company v. FPC, 111 F.2d 1014 (9th Cir. 1940)).
Id2 j
Esa Commonwealth Edison Company, 3G PPC 927, 931 (1966), aff'4 f
sub nom. Utility Users League v.
1968), cert, denigd, 393 U.S. 953 (1968).
13/
36 FPC at 936-42.
/
Docket No. EC92-2-000 !% 1We examine each of these factors below.
(J
- 1. E f f e cl._Qll_9EDLLtiD.cL_Cgata.Eul R ate _Lgv e 1 q Based on anticipated savings from the transactions, Fitchburg projects that its operating costs and retail rate levels will No allegation about adverse effects on cost and wholesale decline.
rate levels has been made by any party to this proceeding.
Further, Commission ::eview does not suggest that any adverse In addition, any future wholesale rate changes effects will occur.
are subject to review and approval by the Commisnion under section 205 of the FPA. 19/
- 2. EqG.QMDtina Treatment Commission revinw indicates that the accounting treatment of the proposed disposition of facilities is satisfactory and will not adversely affect the public interest.
- 3. Reasonableneaa_gi'_ the Putchue EILca m
Fitchburg and UNITIL propose to exchange common stock after UNITIL declares a 11 percent stock dividend on its common stock.
2.q/
As we have explained in other orders, 21/ in evaluating our concern is not the 6'the reasonableness of the purchase price,effect of the purchase price (
The effect of tha stock exchange on shareholdars of UNITIL and Fitchburg is more appropriately addressed under applicable federal l
and state securities laws.
Here, none of the parties to this proceeding has made any allegation that the exchange of stock between Fitchburg and UNITIL will have any adverse effect on the capital structure or capital costs of any of the utilities involved in the merger transactions.
Nor does our review suggest that the purchase price will, in any way, adversely affect the public inte. rest.
3/
16 U.S.C. 5 824d (1988).
i 29/
E9.2 AMpIA text accompanying notes 4-5 (explaining stock exchange in greater detail).
1/
- E93, e.g., Southern California Edison Company and San Diego Gas and Electric Company, 47 FERC 1 61,196 at 61,673-74 & n.20, 61,675 (1989).
_-__m__m_
f Docket No. EC92-2-000 O) 4.
Evidenge of Coercion (s/
m No allegation of coercion has been raised with respect to the proposed transactions.
Furthermore, there is no evidence of coercion.
- 5. Effect Qn the Existino CQapA itive Situat19D t
In its application, Fitchburg indicates that the transaction will have a positive effect on coopetition. 22/
In order to acquire capacity from other utilities and from each other, both Fitchburg and UNITIL Power must obtain transmission services from other utilities, pursuant to the NEPOOL Agreement or individual contracts subject to review by the Commission.
The combined capacity resources of Fitchburg and UNITIL Power Amount to under one percent of the total genere. ting capacity of all NEPOCL members.
More importantly, UNITIL and its ?ubsidiaries own no transmission lines above 34.5 kV.
Although Fitchburg owns a liutted 69 kV transmission network,12/ its only point of interconnection with the bulk power transmission system in New Eng'End is threugh the Fisgg Pond substation which connects Fitchburg's system with two 115 kV lines owned by NEPCO. 23/
We conclude that thfra It no evidence ths.t the transactions will advertely affect the exisiting competitive situation in New England.
[]
- 6. IM211ruent of Ef fig _tive Recy13AigL L)
Finally, there is no evidence to Puogest thet the proposed transactions will impair effective rectlatir.7 by any state regulatory coumission or by the Comalusion.
Because Fitchburg will continue as a separate corporate entity within UNITIL, no change in the regulation of Fitchburg's jurisdictional activities by this Commission or any other regulatory comaission is expected to occur.
In this regard, the general concerna expressed by Northeast and 22/
The Applicant states that by integrating the Fitchburg system with those of UNITIL's other electric power subsidiaries, the system can operate ;n an integrated manner.
Given the small size of the companies involved, the Applicant argues, integration will increase the companies' ability to compete as a buyer in the New England market.
Application at 26.
22/
According to the application, approximately 14.78 miles of Fitchburg's 69 kV system are classified as NEPOOL Lower Voltage Pool Transmission F.scilities pursuant to the NEPOOL Agreement.
/
Zi/
Although Green Mountain has suggested that the transaction may raise isnues regarding bulk powcr markets and the availability of transmission services, Green Mountain has not requested a hearing or substantiated its claims.
ocket No. EC92-2-000 O FaNH about the possible impact of the proposed disposition of
(
/ jurisdictional facilities on wholosale transactions which they currently conduct with UNITIL Power and Fitchburg do not warrant further investigation at this time.
All such contracts will continue to be regulated by the Commission after the disposition of jurisdictional facilities.
The Commission retains its regulatory authority to consider any and all wholesale rate-related issues.
2.k/
Conclusion Based on the foregoing analysis, we fi
' that the proposed disposition of jurisdictional facilities in consistent with the public interest.
We will therefore approve the proposed transactions.
As explained above, the Commission ~ retains the authority under section 203(b} of the FOA to issue supplemental orders as appropriate.
The Commission orders:
(A)
The Applicant's request for a disclaimar of jurisdiction is hereby denied.
(B) The Applicant's proposed disposition of jurisdictional facilities, upon the terms and conditions and for the porposes set 7
_s'forth in the application, is hereby authorized pursuant to section
[
\\s_/203 of the Federal Power Act.
(C)
The Commission's authorization of the proposed transactions in this docket is without prejudice to the authority of this Commission or any other regulatory body with respect to rates, se rvice, accounts, valuation, estimates, determinations of cost, or any other matter whatsoever now pending or which may come before this Commission or any other regulatory body in the future.
By the Commission.
(SIAL) h-Lois D.
- Cashell, Sacretary.
f
"~
25/
- Egg, e.Q.,
Util1 Corp United Inc. and Centel Corporation, 56 PERC 1 61,427 at 62,528-29 (1991).
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