State of Illinois
91st General Assembly
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Public Act 91-0069

HB0613 Enrolled                                LRB9102391JSpc

    AN ACT to amend the  Public  Utilities  Act  by  changing
Section 6-102.

    Be  it  enacted  by  the People of the State of Illinois,
represented in the General Assembly:

    Section 5.   The  Public  Utilities  Act  is  amended  by
changing Section 6-102 as follows:

    (220 ILCS 5/6-102) (from Ch. 111 2/3, par. 6-102)
    Sec. 6-102. Authorization of issues of stock.
    (a)  Subject  to  the  provisions  of this Act and of the
order of the Commission issued as provided  in  this  Act,  a
public  utility  may issue stocks and stock certificates, and
bonds, notes and other evidences of indebtedness  payable  at
periods of more than 12 months after the date thereof for any
lawful purpose. However, such public utility shall first have
secured  from  the Commission an order authorizing such issue
and stating the amount thereof and the purpose or purposes to
which the issue or the proceeds thereof are  to  be  applied,
and  that  in  the  opinion  of  the  Commission,  the money,
property or labor to be procured or paid for by such issue is
reasonably required for the purpose or purposes specified  in
the order.
    (b)  The  provisions  of  this subsection (b) shall apply
only to (1) any issuances of stock in  a  cumulative  amount,
exclusive  of any issuances referred to in item (3), that are
10% or more in a calendar year or 20% or more in  a  24-month
period  of  the  total  common stockholders' equity or of the
total amount of preferred stock outstanding, as the case  may
be, of the public utility, and (2) to any issuances of bonds,
notes  or  other  evidences  of  indebtedness in a cumulative
principal amount, exclusive of any issuances referred  to  in
item  (3),  that are 10% or more in a calendar year or 20% or
more in a 24-month period of the aggregate  principal  amount
of  bonds,  notes  and other evidences of indebtedness of the
public utility outstanding,  all  as  of  the  date   of  the
issuance,  but  shall not apply to (3) any issuances of stock
or of bonds, notes or other evidences of indebtedness 90%  or
more  of  the  proceeds of which are to be used by the public
utility for purposes of refunding, redeeming  or  refinancing
outstanding  issues of stock, bonds, notes or other evidences
of indebtedness. To enable it to determine  whether  it  will
issue  the  order required by subsection (a) of this Section,
the  Commission  may  hold  a  hearing  and  may  make   such
additional   inquiry   or  investigation,  and  examine  such
witnesses, books, papers, accounts, documents  and  contracts
and  require  the  filing  of  such  data  as  it may deem of
assistance.  The  public  utility  may  be  required  by  the
Commission to disclose every interest  of  the  directors  of
such  public  utility in any transaction under investigation.
The Commission shall  have  power  to  investigate  all  such
transactions  and  to inquire into the good faith thereof, to
examine books, papers, accounts, documents and  contracts  of
public utilities, construction or other companies or of firms
or  individuals  with  whom the public utility shall have had
financial transactions, for the purpose  of  enabling  it  to
verify  any  statements  furnished,  and  to examine into the
actual value of property acquired by or services rendered  to
such   public   utility.   Before   issuing  its  order,  the
Commission, when it is deemed necessary  by  the  Commission,
shall  make an adequate physical valuation of all property of
the public utility, but a valuation already made under proper
public supervision may be adopted,  either  in  whole  or  in
part,  at  the  discretion  of the Commission; and shall also
examine all previously authorized or  outstanding  securities
of  the public utility, and fixed charges attached thereto. A
statement of the results of such physical  valuation,  and  a
statement  of  the  character  of all outstanding securities,
together with the conditions under which they are held, shall
be included in the order. The  Commission  may  require  that
such  information  or  such part thereof as it thinks proper,
shall appear upon the stock, stock certificate, bond, note or
other evidence of indebtedness authorized by its  order.  The
Commission may by its order grant permission for the issue of
such  stock  certificates, or bonds, notes or other evidences
of indebtedness in the amount applied for,  or  in  a  lesser
amount,  or not at all, and may attach to the exercise of its
permission such  condition  or  conditions  as  it  may  deem
reasonable  and  necessary.  Nothing  in  this  Section shall
prevent a public utility from  seeking,  nor  the  Commission
from   approving,  a  shelf  registration  plan  for  issuing
securities  over  a  reasonable  period  in  accordance  with
regulations established by the United States  Securities  and
Exchange  Commission.   Any  securities issued pursuant to an
approved shelf registration plan need not be further approved
by the Commission so long as they are in compliance with  the
approved  shelf  registration plan. The Commission shall have
the power to refuse its approval  of  applications  to  issue
securities,  in  whole  or  in  part, upon a finding that the
issue  of  such  securities  would  be  contrary  to   public
interest.  The Commission may also require the public utility
to compile for the information of its shareholders such facts
in regard to its financial transactions, in such form as  the
Commission may direct.
    No  public  utility  shall,  without  the  consent of the
Commission,  apply  the  issue  of   any   stock   or   stock
certificates,   or   bond,   note   or   other   evidence  of
indebtedness, which was issued pursuant to an  order  of  the
Commission  entered  pursuant  to this subsection (b), or any
part thereof, or any proceeds thereof,  to  any  purpose  not
specified  in  the  Commission's  order  or  to  any  purpose
specified  in  the Commission's order in excess of the amount
authorized for such purpose; or issue or dispose of the  same
on  any  terms  less  favorable  than those specified in such
order, or a modification thereof. The Commission  shall  have
the  power  to  require  public  utilities to account for the
disposition of the proceeds of all sales of stocks and  stock
certificates,   and  bonds,  notes  and  other  evidences  of
indebtedness, which were issued pursuant to an order  of  the
Commission  entered  pursuant to this subsection (b), in such
form and detail as it may deem advisable,  and  to  establish
such  rules  and  regulations  as  it may deem reasonable and
necessary to insure the disposition of such proceeds for  the
purpose or purposes specified in its order.
    (c)  A   public  utility  may  issue  notes,  for  proper
purposes, and not in violation of any provision of  this  Act
or  any  other  Act,  payable  at periods of not more than 12
months after the date of issuance of the  same,  without  the
consent  of  the Commission; but no such note shall, in whole
or in part, be renewed or be refunded from  the  proceeds  of
any  other such note or evidence of indebtedness from time to
time without the consent of the Commission for  an  aggregate
period of longer than 2 years. A "telecommunications carrier"
as  that  term  is  defined  by Section 13-202 of this Act is
exempt from the requirements of this subsection (c).
    (d)  Any issuance of stock or of bonds,  notes  or  other
evidences  of  indebtedness,  other  than  issuances of notes
pursuant to subsection (c) of  this  Section,  which  is  not
subject to subsection (b) of this Section, shall be regulated
by  the Commission as follows:  the public utility shall file
with the Commission, at least 15 days before the date of  the
issuance,  an  informational statement setting forth the type
and amount of the issue and the purpose or purposes to  which
the  issue  or the proceeds thereof are to be applied.  Prior
to the date of the issuance specified in the public utility's
filing, the Commission, if it finds that the issuance is  not
subject  to  subsection  (b)  of  this Section, shall issue a
written order in conformance  with  subsection  (a)  of  this
Section  authorizing the issuance.  Notwithstanding any other
provisions of this  Act,  the  Commission  may  delegate  its
authority  to enter the order required by this subsection (d)
to a hearing examiner.
    (e)  The Commission shall have no power to authorize  the
capitalization  of  the  right  to  be  a  corporation, or to
authorize the capitalization of any  franchise,  license,  or
permit  whatsoever  or the right to own, operate or enjoy any
such franchise, license, or permit, in excess of  the  amount
(exclusive  of any tax or annual charge) actually paid to the
State  or  to  a  political  subdivision   thereof   as   the
consideration  for  the  grant  of  such  franchise, license,
permit or right; nor shall any contract for consolidation  or
lease  be capitalized, nor shall any public utility hereafter
issue any bonds, notes or  other  evidences  of  indebtedness
against  or as a lien, upon any contract for consolidation or
merger.
    (f)  The provisions of this Section shall  not  apply  to
public utilities which are not corporations duly incorporated
under  the  laws  of  this  State to the extent that any such
public  utility  may  issue  stock,  bonds,  notes  or  other
evidences  of  indebtedness  not   directly   or   indirectly
constituting  or  creating  a  lien or charge on, or right to
profits from,  any  property  used  or  useful  in  rendering
service  within  this  State.  Nothing  in this Section or in
Section 6-104 of this Act shall be  construed  to  require  a
common   carrier  by  railroad  subject  to  Part  I  of  the
Interstate Commerce Act, being part of an  Act  of  the  49th
Congress  of  the  United States entitled "An Act to Regulate
Commerce",  as  amended,  to  secure  from   the   Commission
authority  to  issue  or  execute  or deliver any conditional
sales contract or similar contract or instrument reserving or
retaining title in the seller for all or part of the purchase
price of equipment or property used or to be used for  or  in
connection with the transportation of persons or property.
(Source: P.A. 90-561, eff. 12-16-97.)

    Section  99.  Effective date.  This Act takes effect upon
becoming law.

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