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Category:INTERNAL OR EXTERNAL MEMORANDUM
MONTHYEARML20211H4441999-08-27027 August 1999 Notification of Significant Meeting with Util on 990916 & 17 in Arlington,Tx to Improve Utility & NRC Understanding of Industry & Regulatory Perspectives on Current Issues ML20209G2421999-07-14014 July 1999 Notification of 990722 Meeting with License in Rockville, MD to Discuss Changes in EOI Licensing Organization Including Division of Responsibilities within New EOI Corporate Licensing Group ML20203J5931999-02-17017 February 1999 Notification of Significant Licensee Meeting with Util on 990329 Re NRC Plant Performance Review Summary Meeting ML20203A5081999-02-0505 February 1999 Notification of 980226 Meeting with Texas Utils Electric Co, Southern California Edison & NPPD Re Control of Hazard Barrier Tr, .Agenda Encl ML20195H9221998-11-17017 November 1998 Forwards Exam Repts 50-445/98-301 & 50-446/98-301 Conducted on 980619-26 with as Given Written Exams Encl,Designated for Distribution ML20153B0331998-09-18018 September 1998 Notification of 980929 Meeting with Texas Utilities Electric Co in Rockville,Md to Discuss Licensee Proposed App K Exemption Request & Topical Rept Submitted in Support of Exemption Request ML20236G8291998-07-0202 July 1998 Notification of 980720 Meeting W/Util in CPSES Nuclear Operations Support Facility Lab Annex to Discuss Midloop Operations During Last Refueling Outage ML20236F7611998-06-29029 June 1998 Notification of 980714 Meeting W/Util in Rockville,Md to Discuss Methods of ECCS Analyses & Licensing Submittals Required for Proposing Exemption to Appendix K & Power Uprate License Amend ML20217M9351998-04-0606 April 1998 Notification of Licensee Meeting W/Util on 980407 in Arlington,Tx Re Status of Licensee Actions in Response to GL 96-01 ML20202E6791997-12-0202 December 1997 Notification of 971209 Meeting W/Texas Utilities Electric Co in Rockville,Maryland to Discuss risk-informed Inservice Testing Request for Addl Info Responses, ML20202B1421997-11-26026 November 1997 Notification of 971115 Meeting W/Util in Arlington,Texas to Discuss Recent Unit 2 Refueling/Maint Outage at TU Electric Comanche Peak Plant ML20212G3921997-10-27027 October 1997 Notification of 971112 Meeting W/Util to Discuss Util 970228 Responses to Remaining Three Open Items Listed in NRC Safety Evaluation on Cable Functionality, .Reissued Due to Change of Cc:List ML20203C1181997-10-24024 October 1997 Discusses OI Rept 4-97-027 Re Falsification of Thermolag Matl Insp Records.Allegation Not Substantiated Therefore Enforcement Action Not Appropriate ML20212B7261997-10-16016 October 1997 Notification of 971031 Meeting W/Util in Arlington,Tx Re Predecisional Enforcement Conference ML20206E3401997-09-19019 September 1997 Requests That NRR Conduct Review of Licensee Backfit Claim to Determine of plant-specific Backfit Exists & Submits Recommended Actions to Be Taken If One Does Exists ML20217R1561997-08-28028 August 1997 Informs That GL 96-04 Did Not Require Response for Licensee That Did Not Have Boraflex in Sf Racks ML20237B9901997-07-0303 July 1997 Informs That on 970529-30,NRC Team Attended Severe Accident Mgt Implementation Demonstration at Comanche Peak Steam Electric Station,In Granbury,Tx ML20137C9201997-03-20020 March 1997 Forwards Documentation of Meeting Conducted in Region 4 Office on 970225 to Discuss NRC Enforcement Policy as Applied to Nonescalated Enforcement ML20134N2911996-11-22022 November 1996 Notification of 961205 Meeting W/Util in Arlington,Tx to Discuss Responses to Open Items Listed in NRCs Safety Evaluation on Cable Functionality at Plant, ML20134L9821996-11-19019 November 1996 Notification of Licensee Meeting W/Util on 961204 to Discuss Revision 25 to Emergency Plan ML20128P3011996-10-10010 October 1996 Forwards Analysis of Financial Qualifications & Antitrust Reviews & Input to SER on Proposal to NRC by Tuec for Tx Utilities Corp ML20129E9031996-10-0101 October 1996 Notification of 961002 Meeting W/Util in Rockville,Md Re License Amend Request 96-005,inverters & Battery Chargers Mod ML20135A2801996-04-10010 April 1996 Discusses Director'S Decision Re Actions Requested by Petitioners W/Regard to Use of Thermo-Lag by Reactor Licensees.Petitioners Requested Immediate Shutdown of Reactors Using Thermo-Lag ML20078H7831994-11-0707 November 1994 Forwards Rev 11 to CPSES ODCM & Receipt Acknowledgement Sheet ML20059K5261994-01-21021 January 1994 Notification of 940203 Meeting W/Util in Arlington,Tx to Discuss Realignment of Nuclear Overview Functions ML20059K4921994-01-21021 January 1994 Notification of 940204 Meeting W/Util in Glen Rose,Tx to Discuss Unit 1 Outage Related Activities ML20058C5451993-11-22022 November 1993 Notification of 931202 Enforcement Conference Re Reactor Coolant Spill Inside Containment on 931026 ML20058N1471993-10-0505 October 1993 Notification of 931006 Meeting W/Util in Rockville,Md to Discuss Implementation of Std TSs for Both Units ML20057C9801993-09-27027 September 1993 Discusses 930927 Press Conference Re J O'Connor Announcement That Util Settled Six Rate Matters & Appeals Before Illinois Courts & Commerce Commission by Agreeing to Refund Listed Amount to Customers Over Next 12 Months ML20057A8271993-09-13013 September 1993 Notification of 930920 Meeting W/Util in Rockville,Md to Discuss Fire Barrier Testing & Implementation on Unit 1 ML20056H2941993-09-0101 September 1993 Notification of 930916 Meeting W/Util in Comanche Peak Steam Electric Station to Discuss Safe Shutdown Risk & Other Issues Associated W/Scheduled Oct 1993 Refueling Outage ML20056E4571993-08-0505 August 1993 Forwards Technical Review Rept Re, Tardy Licensee Actions Initiated Because of Delayed Replacement of Batteries in Uninterruptible Power Supplies at Plant ML20128F3531993-02-0202 February 1993 Discusses Emergency Motion to Stay Issuance of low-power Ol.Motion Requested That Commission Issue Order Staying Issuance of Low Power License & Grant Petitioners Chance to Review Withheld Documentation Re Settlement Agreements ML20128D5741993-01-27027 January 1993 Forwards Sworn Joint Affidavit of I Barnes & Ft Grubelich ML20127L9121993-01-26026 January 1993 Forwards NRC Staff Reply to Cfur Request for Publication of Proposed Action Re Licensing of Unit 2.Sworn & Executed Affidavits of I Barnes & Ft Grubelich Will Be Filed as Soon as Possible ML20127H4811993-01-18018 January 1993 Notification of 930121 Meeting W/Util in Rockville,Md to Discuss Fire Protection issues,Thermo-lag Installation Issues & Test Reports ML20127D6951993-01-13013 January 1993 Notification of Significant Licensee Meeting W/Util on on 930122 to Discuss Results of ORAT Insp ML20127C4861993-01-11011 January 1993 Notification of 920115 Public Mgt Meeting W/Util in Region IV Ofc to Discuss CPSES Temporary Mod Program ML20126H3491992-12-29029 December 1992 Notification of Significant Licensee Meeting W/Util on 930107 to Discuss Plant Monthly Status of Const & Licensing Activities ML20126K7681992-12-24024 December 1992 Forwards Part of Earlier Submittal by TU Electric for Distribution as Was Done for Previous Submittal Re ME215 Sapcas Computer Code.Proprietary Abstract Also Encl.Abstract Withheld ML20126F4161992-12-18018 December 1992 Notification of 930107 Meeting W/Util in Rockville,Md to Discuss Design & Operability of Alternate Min Recirculation Path in Highhead Pressure Safety Injection Sys ML20126D9061992-12-14014 December 1992 Notification of 921217 Meeting W/Util in Rockville,Md to Discuss Fire Protection Issues at Plant ML20057C9921992-10-26026 October 1992 Partially Withheld Memo Discussing Rape Allegation at Plant ML20127F5051992-10-21021 October 1992 Discusses 921020 Telcon W/R Feldman of Thermal Science,Inc (TSI) Re 921018 Rept Made by Util That Less than 10 of 2,000 Conduit Sections Provided by TSI Showed Signs of Delamination & Some Had Occluded Porosity in Cross Sections IR 05000445/19920181992-07-0606 July 1992 Discusses Allegation RIV-92-A-0016 Reviewed During Insp Repts 50-445/92-18 & 50-446/92-18 Re Disposal of Radioactive Matl in Landfill Located on Licensee Property ML20057B4601992-05-15015 May 1992 Discusses Telcon W/Rm Dow Re Plant ML20057B1881991-04-18018 April 1991 Discusses 910405 Telcon W/Alleger Re Security Sys at Plant ML20029A4071991-02-13013 February 1991 Forwards Correspondence sign-off Sheet for LER 90-036-01. Suppl Acceptable for Submittal to NRC ML20057B1781991-02-0505 February 1991 Discusses Allegations Made by M Dow Re Scores of Security, Safety Violations & Allegation of Sexual Harassment at Plant ML20065K0251990-11-0707 November 1990 Forwards Amend 2 to Tech Specs,Modifying Tables 2.2-1 & 3.3-3 Re Neutron Flux Meter Setpoints 1999-08-27
[Table view] Category:MEMORANDUMS-CORRESPONDENCE
MONTHYEARML20211H4441999-08-27027 August 1999 Notification of Significant Meeting with Util on 990916 & 17 in Arlington,Tx to Improve Utility & NRC Understanding of Industry & Regulatory Perspectives on Current Issues ML20209G2421999-07-14014 July 1999 Notification of 990722 Meeting with License in Rockville, MD to Discuss Changes in EOI Licensing Organization Including Division of Responsibilities within New EOI Corporate Licensing Group ML20203J5931999-02-17017 February 1999 Notification of Significant Licensee Meeting with Util on 990329 Re NRC Plant Performance Review Summary Meeting ML20203A5081999-02-0505 February 1999 Notification of 980226 Meeting with Texas Utils Electric Co, Southern California Edison & NPPD Re Control of Hazard Barrier Tr, .Agenda Encl ML20195H9221998-11-17017 November 1998 Forwards Exam Repts 50-445/98-301 & 50-446/98-301 Conducted on 980619-26 with as Given Written Exams Encl,Designated for Distribution ML20153B0331998-09-18018 September 1998 Notification of 980929 Meeting with Texas Utilities Electric Co in Rockville,Md to Discuss Licensee Proposed App K Exemption Request & Topical Rept Submitted in Support of Exemption Request ML20236G8291998-07-0202 July 1998 Notification of 980720 Meeting W/Util in CPSES Nuclear Operations Support Facility Lab Annex to Discuss Midloop Operations During Last Refueling Outage ML20236F7611998-06-29029 June 1998 Notification of 980714 Meeting W/Util in Rockville,Md to Discuss Methods of ECCS Analyses & Licensing Submittals Required for Proposing Exemption to Appendix K & Power Uprate License Amend ML20217M9351998-04-0606 April 1998 Notification of Licensee Meeting W/Util on 980407 in Arlington,Tx Re Status of Licensee Actions in Response to GL 96-01 ML20202E6791997-12-0202 December 1997 Notification of 971209 Meeting W/Texas Utilities Electric Co in Rockville,Maryland to Discuss risk-informed Inservice Testing Request for Addl Info Responses, ML20202B1421997-11-26026 November 1997 Notification of 971115 Meeting W/Util in Arlington,Texas to Discuss Recent Unit 2 Refueling/Maint Outage at TU Electric Comanche Peak Plant ML20212G3921997-10-27027 October 1997 Notification of 971112 Meeting W/Util to Discuss Util 970228 Responses to Remaining Three Open Items Listed in NRC Safety Evaluation on Cable Functionality, .Reissued Due to Change of Cc:List ML20203C1181997-10-24024 October 1997 Discusses OI Rept 4-97-027 Re Falsification of Thermolag Matl Insp Records.Allegation Not Substantiated Therefore Enforcement Action Not Appropriate ML20212B7261997-10-16016 October 1997 Notification of 971031 Meeting W/Util in Arlington,Tx Re Predecisional Enforcement Conference ML20206E3401997-09-19019 September 1997 Requests That NRR Conduct Review of Licensee Backfit Claim to Determine of plant-specific Backfit Exists & Submits Recommended Actions to Be Taken If One Does Exists ML20217R1561997-08-28028 August 1997 Informs That GL 96-04 Did Not Require Response for Licensee That Did Not Have Boraflex in Sf Racks ML20237B9901997-07-0303 July 1997 Informs That on 970529-30,NRC Team Attended Severe Accident Mgt Implementation Demonstration at Comanche Peak Steam Electric Station,In Granbury,Tx ML20137C9201997-03-20020 March 1997 Forwards Documentation of Meeting Conducted in Region 4 Office on 970225 to Discuss NRC Enforcement Policy as Applied to Nonescalated Enforcement ML20134N2911996-11-22022 November 1996 Notification of 961205 Meeting W/Util in Arlington,Tx to Discuss Responses to Open Items Listed in NRCs Safety Evaluation on Cable Functionality at Plant, ML20134L9821996-11-19019 November 1996 Notification of Licensee Meeting W/Util on 961204 to Discuss Revision 25 to Emergency Plan ML20128P3011996-10-10010 October 1996 Forwards Analysis of Financial Qualifications & Antitrust Reviews & Input to SER on Proposal to NRC by Tuec for Tx Utilities Corp ML20129E9031996-10-0101 October 1996 Notification of 961002 Meeting W/Util in Rockville,Md Re License Amend Request 96-005,inverters & Battery Chargers Mod ML20135A2801996-04-10010 April 1996 Discusses Director'S Decision Re Actions Requested by Petitioners W/Regard to Use of Thermo-Lag by Reactor Licensees.Petitioners Requested Immediate Shutdown of Reactors Using Thermo-Lag ML20078H7831994-11-0707 November 1994 Forwards Rev 11 to CPSES ODCM & Receipt Acknowledgement Sheet ML20059K4921994-01-21021 January 1994 Notification of 940204 Meeting W/Util in Glen Rose,Tx to Discuss Unit 1 Outage Related Activities ML20059K5261994-01-21021 January 1994 Notification of 940203 Meeting W/Util in Arlington,Tx to Discuss Realignment of Nuclear Overview Functions ML20058C5451993-11-22022 November 1993 Notification of 931202 Enforcement Conference Re Reactor Coolant Spill Inside Containment on 931026 ML20058N1471993-10-0505 October 1993 Notification of 931006 Meeting W/Util in Rockville,Md to Discuss Implementation of Std TSs for Both Units ML20057C9801993-09-27027 September 1993 Discusses 930927 Press Conference Re J O'Connor Announcement That Util Settled Six Rate Matters & Appeals Before Illinois Courts & Commerce Commission by Agreeing to Refund Listed Amount to Customers Over Next 12 Months ML20057A8271993-09-13013 September 1993 Notification of 930920 Meeting W/Util in Rockville,Md to Discuss Fire Barrier Testing & Implementation on Unit 1 ML20056H2941993-09-0101 September 1993 Notification of 930916 Meeting W/Util in Comanche Peak Steam Electric Station to Discuss Safe Shutdown Risk & Other Issues Associated W/Scheduled Oct 1993 Refueling Outage ML20056E4571993-08-0505 August 1993 Forwards Technical Review Rept Re, Tardy Licensee Actions Initiated Because of Delayed Replacement of Batteries in Uninterruptible Power Supplies at Plant ML20128H2931993-02-10010 February 1993 Staff Requirements Memo Re Emergency Motion to Stay Issuance of low-power Operating License.Staff Issued Order Denying Motion ML20128E4301993-02-0505 February 1993 Staff Requirements Memo Re 930129 Affirmation/Discussion & Vote on SECY-93-016 Discussing FRN Concerning Proposed Issuance of OL ML20062J1941993-02-0303 February 1993 Board Notification 93-001:notifies of 930202 Emergency Motion to Stay Issuance of low-power OL Requesting Listed Items Including Issue Order Staying Issuance of License ML20128F3531993-02-0202 February 1993 Discusses Emergency Motion to Stay Issuance of low-power Ol.Motion Requested That Commission Issue Order Staying Issuance of Low Power License & Grant Petitioners Chance to Review Withheld Documentation Re Settlement Agreements ML20128D5741993-01-27027 January 1993 Forwards Sworn Joint Affidavit of I Barnes & Ft Grubelich ML20127L9121993-01-26026 January 1993 Forwards NRC Staff Reply to Cfur Request for Publication of Proposed Action Re Licensing of Unit 2.Sworn & Executed Affidavits of I Barnes & Ft Grubelich Will Be Filed as Soon as Possible ML20127H4811993-01-18018 January 1993 Notification of 930121 Meeting W/Util in Rockville,Md to Discuss Fire Protection issues,Thermo-lag Installation Issues & Test Reports ML20127D6951993-01-13013 January 1993 Notification of Significant Licensee Meeting W/Util on on 930122 to Discuss Results of ORAT Insp ML20127C4861993-01-11011 January 1993 Notification of 920115 Public Mgt Meeting W/Util in Region IV Ofc to Discuss CPSES Temporary Mod Program ML20126H3491992-12-29029 December 1992 Notification of Significant Licensee Meeting W/Util on 930107 to Discuss Plant Monthly Status of Const & Licensing Activities ML20126K7681992-12-24024 December 1992 Forwards Part of Earlier Submittal by TU Electric for Distribution as Was Done for Previous Submittal Re ME215 Sapcas Computer Code.Proprietary Abstract Also Encl.Abstract Withheld ML20126F4161992-12-18018 December 1992 Notification of 930107 Meeting W/Util in Rockville,Md to Discuss Design & Operability of Alternate Min Recirculation Path in Highhead Pressure Safety Injection Sys ML20126D9061992-12-14014 December 1992 Notification of 921217 Meeting W/Util in Rockville,Md to Discuss Fire Protection Issues at Plant ML20057C9921992-10-26026 October 1992 Partially Withheld Memo Discussing Rape Allegation at Plant ML20127F5051992-10-21021 October 1992 Discusses 921020 Telcon W/R Feldman of Thermal Science,Inc (TSI) Re 921018 Rept Made by Util That Less than 10 of 2,000 Conduit Sections Provided by TSI Showed Signs of Delamination & Some Had Occluded Porosity in Cross Sections IR 05000445/19920181992-07-0606 July 1992 Discusses Allegation RIV-92-A-0016 Reviewed During Insp Repts 50-445/92-18 & 50-446/92-18 Re Disposal of Radioactive Matl in Landfill Located on Licensee Property ML20057B4601992-05-15015 May 1992 Discusses Telcon W/Rm Dow Re Plant ML20057B1881991-04-18018 April 1991 Discusses 910405 Telcon W/Alleger Re Security Sys at Plant 1999-08-27
[Table view] |
Text
. _. _ .- - - . . _ . - - . _ - - . . - _ - - - - - .
) ., >S ug g 1 UNITED STATES
!5' g j 4
NUCLEAR REGULATORY COMMISd4N
( o WASHINGTON, D.C. 20se641001
, ...o October 10, 1996
)
. MEMORANDUM TO: William D. Beckner, Director
- Project Directorate IV-1 Division of Reactor Projects III/IV
! Office of Nuclear Reactor Regulation i
FROM: David B. Matthews, Chief Generic Issues & Environmental Projects Branch Division of Reactor Program Management 1
Office of Nuclear Reactor Regulation 1 i
SUBJECT:
FINANCIAL QUALIFICATIONS AND ANTITRUST REVIEW i 0F PROPOSED ACQUISITION OF ENSERCH CORPORATION BY TEXAS j UTILITIES COMPANY (DOCKET NOS. 50-445 & 50-446) i The attached analysis constitutes our financial qualifications and antitrust
! reviews and input to the SER on the proposal dated September 20, 1996 to the dC by TU Electric Company (TUEC) for its parent company, Texas Utilities
- Company (TUC) to implement a corporate restructuring by acquiring ENSERCH Corporation. Subsequent to interim organizational changes, the new company l resulting from this acquisition also will be named TUC, which will remain a 4
parent company to TUEC. TUEC. is the sole owner / operator of the Comanche Peak i Steam Electric Station (CPSES), a two-unit nuclear power facility. Note that l a recent revision to NRR procedures requires that the license amendment issued i to approve this change must be signed by the Director, Office of Nuclear l Reactor Regulation (See memorandum on this subject dated December 28, 1995 ;
j from W. Russell to D. Crutchfield and R. Zimmerman.).
l The basis of this review is i 50.80(a), which states, "No license for a production or utilization facility, or any right thereunder, shall be l transferred, assigned, or in any manner disposed of, either voluntarily or l i
involuntarily, directly or indirectly, through transfer of control of the license to any person, unless the Cemnission shall give its consent in
! writing."
l: With respect to our financial qualifications review, we conclude that the
! proposed acquisition should be approved, based on the fact that TUEC will l remain an electric utility as defined in 10 CFR 50.2. However, because of l concerns that future transfers of assets between an NRC licensee and its non-l licensed corporate affiliates could lead to licensees no longer being an electric utility under the NRC definition, we recommend that this approval be conditioned to contain the commitment already provided by TUEC not to transfer significant assets from itself to its parent or other company, or if it elects
, to make such a transfer, to inform the NRC. This wording for this commitment l is provided in the attached SER input. We recommend that this commitment be i made a condition of TUEC's licen:e for CPSES. l l D=o\ 'h
Contact:
Robert Wood, 415-1255 D0080 i
9610170204 961010 PDR ADOCK 05000445 gg f( hh hk
, P PDR
._ = _ - _ . - . - . - - - - . _ . - - _ _ _ _ --
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!' W. Beckner October 10. 1996 With respect to our antitrust review, we conclude that the corporate restructuring outlined by TUEC in its September 20, 1996, letter does not
] appear to present any opportunity for the restructured parent company of the
~
owner / operator of CPSES to exert any undue market power over other power systems in the geographic area served by the CPSES facility. We also note that antitrust issues that may be associated with the acquisition of ENSERCH by TUC but not directly connected to the activities under the CPSES license will be reviewed separately by the U.S. Department of Justice and the Federal Trade Commission.
Attachment:
As stated i
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W. Beckner -2 October 10, 1996 With respect to our antitrust review, we conclude that the corporate restructuring outlined by TUEC in its September 20, 1996, letter does not appear to present any opportunity for the restructured parent company of the owner / operator of CPSES to exert any undue market power over other power systems in the geographic area served by the CPSES facility. We also note that antitrust issues that may be associated with the acquisition of ENSERCH by TUC but not directly connected to tl'a activities under the CPSES license will be reviewed separately by the U.S. Department of Justice and the Federal Trade Commission.
I
Attachment:
As stated DISTRIBUTION:
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i : INPUT TO SER ON RESTRUCTURING OF TEXAS UTILITY ELECTRIC COMPANY I
l I. BACKGROUND
~
, Texas Utilities Company (TUC), the parent holding company of Texas Utility i
Electric Company (TUEC), proposes to acquire ENSERCH Corporation (ENSERCH),
which is a company engaged in natural gas and oil exploration and production,
- natural ( as pipeline gathering, processing and marketing,and natural gas distribution and power generation (Letter dated September 20, 1996 from TUEC,
! Attachment 2, p. 1). TUC's acquisition of ENSERCH will be accomplished
! through the following merger transactions: (1) the formation of a new Texas
! Corporation, TUC Holding Company, and two new subsidiaries of TUC Holding i Company (i.e., TUC Merger Corporation and Enserch Merger Corporation); (2) i the merger of TUC Merger Corporation with and into TUC with TUC being the i surviving corporation; and (3) the merger of Enserch Merger Corporation with 1
and into ENSERCH with ENSEFC" being the surviving company. Upon the
- consumation of these transactions, TUC and ENSERCH will both become wholly
- owned subsidiaries of TUC Holding Company, which will change its name to Texas ,
- Utilities Company (TUEC letter, Attachment 2, p. 2). In the view of the NRC 1
- staff, the structure of TUC's acquisition of ENSERCH through the formation of i
. these interim holding companies constitutes an indirect transfer of the
- licenses to operate the Comanche Peak Steam Electric Station, Units 1 and 2 (CPSES). Consequently, the staff believes that the merger is subject to the l license transfer p~rovisions of 10 CFR 50.80.
1
' TUEC would continue to remain the sole owner and operator of CPSES. Upon consumation of the restructuring, current stockholders of TUC would become stockholders of the new Texas Utilities Company and would hold approximately 94 percent of the issued and outstanding shares of comon stock of the new 4
Texas Utilities Company.
i TUEC indicates that j
the acquisition of ENSERCH will offer significant strategic and financial benefits to TUC by creating a stronger company with expertise i in both electric and gas utility operations that is able to offer its customers enhanced service options, maintain competitive rates,
~
efficiently pursue non-utility operations, and take advantage of complementary operational functions as well as reduced administrative c costs, in order to participate effectively in the increasingly competitive utilities industry. (TVEC letter, Attachment 2, p. 2).
II. FINANCIAL OVALIFICATIONS Based on the information provided in TUEC's application, the staff finds that there will be no near-term substantive change in TUEC's financial ability to contribute appropriately to the operations and decomissioning of the CPSES units as a result of the proposed restructuring. TUEC also would remain an
" electric utility" as defined in 10 CFR 50.2, engaged in the generation, transmission, and distribution of electric energy for wholesale and retail sale, subject to the rate regulation of the Texas Public Utility Comission.
Thus, pursuant to 10 CFR 50.33(f), TUEC is exempt from further financial qualifications review as an electric utility.
ATTACHMENT
, However, in view of the NRC's concern that restructuring can lead to a diminution of assets necessary for the safe operation and decommissioning of a licensee's nuclear power plants, the NRC has sought to obtain commitments from its licensees that initiate restructuring actions not to transfer significant assets from the licensee without notifying the NRC. TUEC has made the following such commitment:
TU Electric agrees to provide the Director of Nuclear Reactor Regulation with a copy of any application to any other regulatory authority, at the time it is filed, to transfer (excluding grants of a security interest or liens) from TU Electric to its parent company, or any other affiliated company, facilities for the production, transmission or distribution of electric energy having a depreciated book value exceeding one percent (1%) of TU Electric's consolidated net utility plant, as recorded on TU Electric's books of account. (TUEC letter, Attachment 2, p. 15-16.)
1 The staff believes that this commitment, modified to reflect reporting of transfers of 10 percent (10%) or more, as a condition to the NRC's consent to the prop ::ed restructuring, will enable the NRC to ensure that TUEC will continue to maintain adequate resources to contribute to the safe operation and decommissioning of the CPSES, Units 1 and 2.
III. ANTITRUST The proposed restructuring by TUC does not involve a significant change in control of the CPSES facility. According to TUEC, after the acquisition of ENSERCH, approximately 94 percent of the holders of TUC common stock will become the holders of common stock of the Parent Company. In situations involving changes in ownership that do not appear to represent a significant -
change in control, the staff conducts a threshold competitive (antitrust) review pursuant to 50.80 to determine whether any significant changes in the relevant markets will result from the restructuring, There is no apparent rationale to link TUC's acquisition of ENSERCH to a "significant change" since its previous antitrust review, i.e., there is no basis for the staff to make a finding of "significant change" under Section-105 of the Atomic Energy Act.
In addition, antitrust issues that may be associated with the acquisition of ENSERCH by TUC but not directly connected to the activities under the CPSES license will be reviewed separately by the U.S. Department of Justice and the Federal Trade Commission.
Thus, there do not appear to be antitrust issues for which the NRC is responsible under Section 105 of the Atomic Energy Act of 1954, as amended, that have been raised by TUC's acquisition of ENSERCH.
IV. FOREIGN OWNERSHIP None of Texas Utilities Company, TUC, or TUEC will be owned, controlled, or dominated by any alien, foreign corporation, or foreign government.
J i
?
1 i V. CONCLUSIONS l 1 1
In view of the foregoing, the staff concludes that TUEC's proposed !
restructuring of its parent company, TUC, will not adversely affect its 1 l financial qualifications with respect to the operation and decommissioning of i
the CPSES units. Also, there do not appear to be any antitrust or foreign l ownership considerations related to the CPSES licenses that would result from l TUC's acquisition of ENSERCH. Thus, the proposed restructuring should be l
approved.
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