ML20217J969

Order Approving Application Re Corporate Merger Agreement Between Union Electric Co & Cipsco,Inc to Form Holding Company.Commission Ordered to Approve Subj Application

ML20217J969
Person / Time
Site:	Callaway
Issue date:	10/16/1997
From:	Collins S NRC (Affiliation Not Assigned)
To:	NRC COMMISSION (OCM)
Shared Package
ML20217J957	List: ML20217J953 ML20217J969 ML20217J991 ML20217J998
References
NUDOCS 9710220324
Download: ML20217J969 (4)

Text

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7590 01 V.NITED STATES OF AMERICA NUCLEAR REGULATORY COMMISSION In the Matter of ) 1

-) {

UNION ELECTRIC COMPANY ) Docket No. 50 483 I

)

(Callaway Plant. Unit 1) )

ORDER APPROVING APPLICATION REGARDING THE CORPORATE MERGER AGREEMENT BETWEEN UNION ELECTRIC COMPANY AND CIPSCO INCORPORATED TO FORM A HOLDING COMPANY I.

Union Electric Company (UEC) is sole owner of Callaway Plant. Unit 1.

UEC holds Facility Operating License No. NPF-30 issued by the U.S. Nuclear Regulatory Comission (NRC) pursuant to Part 50 of Title 10 of the Code of Federal Regulations on October 18, 1984. Under this license. UEC has the authority to own and operate Callaway Plant. Unit 1. Callaway Plant is located in Callaway County. Missouri.

II.

By letter dated February 23. 1996, as supplemented by letters dated April 24, 1996, and November 15. 1996. UEC informed the Comission that it had entered into a merger agreement with C?PSCO Incorporated (CIPSCO) which would provide for UEC to become a wholly-ownd operating company of Ameren Corporation (Ameren). Ameren was formed to implement the merger agreement.

and is presently owned equally by UEC anu CIPSCC. Under the merger agreement.

current hoiders of UEC common stock and holders of CIPSCO comon stock will become holders of comon stock in Ameren. UEC requested, to the extent necessary. the Comission's approval, pursuant to 10 CFR 50.80. Notice of r

9710220324 PDR 971016 M ADOCK 05000483 PDR

this application for approval was published in the FEDERAL REGISTER on June 10. 1996 (61 FR 29434), and an Environmental Assessment and Finding of No Significant Impact was published in the FEDERAL REGISTER on November 22. 1996 (61 FR 59469).

Under 10 CFR 50.80 no license shall be transferred, directly or indirectly, through transfer of control of the license, unless the Comission shall give its consent in writing. Upon review of the information submitted in the letter of February 23, 1996, as supplemented by letters dated April 24. l 1996, and November 15. 1996, and other information before the Comission, the NRC staff has determined that consummation of the merger agreement between UEC and CIPSCO. resulting in UEC becoming a wholly-owned subsidiary of a holding company. Ameren, will not affect the qualifications of UEC as holder of the license for Callaway Plant, and that the transfer of control of the license, to the extent effected by the consummation of the merger agreement between UEC and CIPSCO. is otherwise consistent with applicable provisions of law, regulations, and orders issued by the Comission, subject to the

., conditions set forth herein. These findings are supported by the Safety Evaluation dated October 16, 1997.

III.

Accordingly, pursuant to Section 161b.1611,1610. and 184 of the Atomic Energy Act of 1954, as amended. 42 USC 2201(b). 2201(1). 2201(o) and 2234, and 10 CFR 50.80. IT IS HEREBY ORDERED that the Comission approves the application regarding the merger agreement between UEC and CIPSCO. under which Ameren will become the holding company of UEC. subject to the following: (1)

UEC shall provide the Director of the Office of Nuclear Reactor Regulation a copy of cny application, at the time it is filed, to transfer (excluding a . - - -

3 grants of secufity interests or li6ns) from UEC to its prooosed parent or to any other affiliated company, facilities or other assets for the production, transmission, or distribution of electric energy having a depreciated book value exceeding ten percent (10%) of UEC's consolidated net utility plant, as recorded on UEC's books of account; and (2) should the merger agreement between UEC and CIPSCO not be implemented by September 30. 1998, this Order j shall become null and void, provided, however, on application and for good cause shown, such date may be extended.

This Order is effective upon issuance.

IV.

By November 21, 1997, any person adversely affected by this Order may file a request for a hearing with respect to issuance of the Order. Any person requesting a hearing shall set forth with particularity how that interest is adversely affected by this Order and shall address the criteria set forth in 10 CFR 2.714(d).

If a hearing is to be held, the Comission will issue an order

' designating the time and place of such hearing.

The issue to be considered at any such hearing shall be whether this Order should be sustained.

Any request for a hearing must be filed with the Secrei.ary of the Comission. U.S. Nuclear Regulatory Comission. Washington, DC 20555-0001.

Ai;tention: Rulemakings and Adjudications Staff. or may be delivered to 11555 Rockville Pike. Rockville. Maryland between 7:45 am and 4:15 pm Federal workdays, by the_above date. Copies should be also sent to the Office of the

' General Counsel, and to the Director. Office of Nuclear Reactor Regulation.

U.S. Nuclear Regulatory Commission. Washington. DC 20555 and to Gerald Charnoff. Esquire / Thomas A. Baxter. Esquire. Shaw. Pittman. Potts &

Trowbridge, 2300 N. Street. N *.'.. Washington. D.C. 20037. attorneys for UEC.

For further details with respect to this Order, see the application dated February 23. 1996, and supplemental letters d6ted April 24. 1996 and November 15. 1996, which are available for public inspection at the

-Commission's Public Document Room, the Gelman Building 2120 L Street. NW.,

Washington, DC. and at the local public document room located at the Callaway County Public Library. 710 Court Street. Fulton. Missouri 65251.

FOR THE NUCLEAR REGULATORY COMMISSION Director Office of Nuclear Reactor Regulation Dated at Rockville. Maryland.

this 16th day of October 1997 Y .