ML20236F968
| ML20236F968 | |
| Person / Time | |
|---|---|
| Site: | Portsmouth Gaseous Diffusion Plant, Paducah Gaseous Diffusion Plant |
| Issue date: | 05/01/1998 |
| From: | Adams J UNITED STATES ENRICHMENT CORP. (USEC) |
| To: | Dopp R NRC |
| Shared Package | |
| ML20036E497 | List: |
| References | |
| NUDOCS 9807060038 | |
| Download: ML20236F968 (4) | |
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i USEC A Global Energy Company May 1,1998 Mr. Richard A. Dopp Acting Director Division of Facilities and Security U. S. Nuclear Regulatory Commission Mail Stop: T6E46 Washington, D. C. 20555 INFORMATION TRANSMITTED HEREWITH IS PROTECTED FROM PUBLIC DISCLOSURE AS CONFIDENTIAL COMMERCIAL OR FINANCIAL INFORMATION AND/OR TRADE SECRETS PURSUANT TO 10 CFR 2.790 AND 9.17(a)(4)
Dear Mr. Dopp:
Pursuant to the Energy Policy Act of 1992 and the USEC Privatization Act, the United States Enrichment Corporation (USEC-Government) Board of Directors has authorized the initiation of the privatization of USEC-Government. The privatization of USEC-Govemment will be undertaken
- through a dual path process, simultaneously pursuing a merger and acquisition (M&A) transaction with a third party and an initial public offering (IPO) of common stock. The USEC-Government
. Board of Directors, with the approval of the Secretary of the Treasury, will select the method of privatization that best meets the criteria for privatization set forth in the Energy Policy Act of 1992 and the USEC Privatization Act.
On January 30,1998, this office submitted infonnatio 1 to y sur office in order to allow the Nuclear Regulatory Commission (NRC) to make a determhation regarding foreign ownership, control, or influence (FOCI) for the IPO process. Since the ginal submittal, USEC-Government l
has provided responses to questions from your office on Febury 20 and current drafts of the IPO L
charter and by-laws on April 24 The creation of a state chartered corporation is required by the USEC Privatization Act in order to accomplish the privatization of USEC-Government. As presented to and' discussed with your staffin a meeting on April 27, the IPO privatization transaction will involve the reorganization of USEC-Government into a holding company with two wholly-owned subsidiaries. The holding company,"USEC, Inc. " will be created and organized under the laws of the State of Delaware. The two wholly-owned subsidiaries will also be organized under the laws of the State of Delaware and will be named " United States Enrichment Corporation" (or USEC, termed as "USEC-Private" for 9807060038 a90501 t
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Telephone 301-564-3200 Fax 301-564-3201 http://www.usec.com Offices in 1.ivermore CA Paducah, KY Portsmouth, OH Washington, DC C__
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l Mr. Richard A. Dopp May 1,1998 Page Two the purposes of this submittal to differentiate it from "USEC-Government") and "USEC Senices Corporation."
I Once these corporations are formed. the privatization will be accomplished through a public i
offering of common stock of USEC, Inc. As a holding company, USEC, Inc. will primarily consist I
of headquarters employees and corporate officers and directors. USEC Services Corporation will provide USEC, Inc. and USEC-Private with certain personnel and support services in connection with their operation.
USEC-Private will be responsible for the operation of the gaseous diffusion plants (GDPs) under the terms of the existing Lease Agreement with the Department of Energy (DOE).
Furthermore, all of the customers, contracts and assets at the GDPs owned by USEC will be transferred to USEC-Private, as well as the operating contract with Lockheed Martin Utility Ser ices. USEC-Private will also have responsibility for research and development of other enrichment technologies (i.e. AVLIS) and will continue to serve as the U.S. Executive Agent under the Russian contract.
j In order fer the NRC to make a FOCI determination with the previously mention IPO corporate structure, USEC was directed by NRC and DOE representatives at the April 20 meeting that FOCl submittals were required for each of the holding company and two subsidiaries. To this end, enclosed at Attachment A, B, and C are the FOCI submittals for the three corporations.
The material submitted has been prepared in accordance with the FOCI Guidance Documents j
jointly developed by NRC and DOE for the USEC-Government privatization. All of the materials submitted are intended to reflect the currently anticipated structure of the privatized USEC-Government upon completion of an IPO transaction, in the event that an IPO is selected by the USEC-Government Board of Directors and approved by the Secretary of the Treasury. For purposes of this submission, it is assumed that any IPO privatization transaction will be in compliance with the statutory requirements and the tests and presumptive limits that were developed in consultation with NRC, DOE, and other federal agencies. A copy of the statutory requirements and the tests and presumptive limits are included within Attachments A, B, and C.
Also enclosed within Attachments A, B, and C is a listing of the anticipated Owners, Ollicers, Directors, and Executive Personnel (OODEP) of USEC, Inc., USEC-Private, and USEC Services Corporation. The current members of the USEC-Government Board of Directors were appointed by the President and confirmed by the U.S. Senate. Although permitted to continue to sen'e on the Board of Directors after privatization, the current members have decided to step down upon privatization. At this time, a new Board of Directors for USEC, Inc. has not been determined, however, this information is planned to be provided to your office by mid-May.
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Mr. Richard A. Dopp May 1,1998 Page Three Due to the fact that none of these corporations have previously existed. financial reports for the three corporations are not available. Therefore, the most recent USEC-Government audited Financial Statements for the fiscal year ending June 30,1997 have been enclosed within each attachment.
Thank you for your support and patience of this unprecedented and important endeavor. If you should require any additional information, please give me a call at (301) 564-3410.
Sincerely,
~-
ohn Adams Safety and Health Assurance and Policies Manager Enclosure as stated cc w/ enclosures:
L. Wilcher, DOE-GTN
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This Enclosure Contains Proprietary Information-Not for Public Disclosure l-GDP 98-0091 Updated FOCI Information l
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