B ' ! w \! n I , r .; H v r OLU~~ m :: I.. ;\ cO'-u :1 A ,s\"\ $ ~ ~<? ~s", UTILITIES COMMiSSION :; "'V ..l\~ 'ft&~ 17 C)lf";;;t;~ .'Z' ~ 1' ~ ,.. '''J'~'''~O CbC" q ORDER ;-/~ ~,,\~ S NUMBER G-31-87 COtll"'· PROVINCE OF BRITISH COLUMBIA BRITISH COLUMBIA UTILITIES COMMISSION IN THE MATTER OF the Utilities Commission Act, S.B.C. 1980, c. 60, as amended and IN THE MATTER OF Applications by UtiliCorp United Inc. and Utili Corp British Columbia Ltd.; and West Kootenay Power and Light Company, Limited BEFORE: M. Taylor, ) Chairman; ) D.B. Kilpatrick, ) June 30, 1987 Co m missioner; and ) B.M. Sullivan, ) Commissioner ) ORO E R WHEREAS on September 12, 1986 UtiliCorp United Inc. ("UtiIiCorp") and UtiliCorp British Columbia Ltd. ("UtiliCorp B.C.") applied pursuant to the provisions of the Utilities Commission Act ("the Act") and in particular Section 61 thereof for an Order of the Commission approving the acquisition by UtiliCorp B.C. of a reviewable interest, being all of the issued and outstanding Com mon shares and Preferred shares of West Kootenay Power and Light Company, Limited ("WKPL"); and WHEREAS on September 16, 1986 West Kootenay Power and Light Company, Li m ited applied for approval of the Com mission to register on the books of WKPL the transfer of Common and Preferred shares from Cominco Ltd. (UCominco")' and the Preferred shares from Canadian Pacific Enterprises Ltd., to UtiliCorp or UtiliCorp B.C.; and WHEREAS pursuant to a Notice of Public Hearing published in October 1986, the hearing com menced in Trail, B.C. on Monday, November 3, 1986. to continue at Penticton, B.C. on Wednesday, November 12, 1986; and ••• /2 C4,f\,A~)t. o;;';:O,:Ot.' - ~,. 6:)4
2 WHEREAS the hearing subsequently resumed at Penticton, B.C. on November 24, 1986, adjourning on November 25, 1986 and resumed on January 19, 1987 at Kelowna, B.C., adjourning on Friday, February 6, 1987; and WHEREAS the Commission has carefully reviewed all of the evidence and arguments on behalf of the Applicants and other interested parties heard in public forum through 25 days. NOW THEREFORE the Com mission hereby orders as follows: I. The Applications by Utili Corp UtiliCorp British Columbia Ltd. are approved subject to the following conditions, stipulating a specified time limit, shall remain in force so long as UtiliCorp United Inc. and UtiliCorp British Columbia Ltd. own WKPL: I. UtiliCorp United, UtiliCorp B.C., and WKPL will not take any step or adopt any measure which has the direct or indirect purpose or effect of recovering from the customers of WKPL any premium paid over book value by UtiliCorp United or UtiliCorp B.C. for the shares of WKPL. 2. UtiliCorp United and UtiliCorp B.C. will not cause and W K PL wi II not divert power or energy required in any way whatsoever by WKPL's actual or potential customers to any other use and, in particular, may not use or cause to be used such power or energy for an export or non-utility purpose. 3. UtiliCorp United Inc. and UtiliCorp B.C. Ltd. will not themselves and will not cause WKPL to alter the basis or procedures for determ ining the appropriate water levels in the Kootenay Lake systems or in the river systems which are dam med as part of WKPL's water storage assets. 4. UtiliCorp United and UtiliCorp B.C. will provide W KPL with whatever form of financial support is necessary to allow WKPL to obtain the full benefit of Utili Corp B.C. and UtiliCorp United's financing ability, including without limitation, guaranteeing the indebtedness of W KPL providing the full faith and credit of UtiliCorp United and UtiliCorp B.C. 5. UtiliCorp United and UtiliCorp B.C. will not cause WKPL and WKPL will not lend direct financial support to either UtiliCorp United or UtiliCorp B.C. and in particular guarantee any indebtedness of theirs or their affi I i ates. 6. WKPL will reduce its dividend payouts to 44% of its earnings for the next five years. L "" > " U -! l I l " ~ H , l . i . U .nI _U H I l " jl ' u " . " A · UTILITIES COMMlSSlmJ ORDER G-31-87 . NUMBER ______ United Inc. and any of which not and will not . ../ 3
tit': I i~H t;ULUiiWiA lITllITlES COMMISSJON ORDER ... ' .0 3 NUMBER G-- :ii~'8/' 7. UtiliCorp United and UtiliCorp B.C. will cause WKPL to elect and maintain a board of directors comprising five independent directors resident wi thi n the WK P L service area, two no m inees of WKPL management resident in the service area and two nominees of UtiliCorp United. 8. UtiliCorp United and UtiliCorp B.C. will cause WK PL to maintain an efficient capital structure satisfactory to the Commission and UtiliCorp United or UtiliCorp B.C. will contribute equity within three months of any request by the Commission to achieve or maintain the required capital structure. If UtiliCorp Uni ted or UtiliCorp B.C. are unable or unwilling to contribute the required equity themselves, they will, without delay, cause WKPL, and WKPL will use its best efforts, to make an offering of and to issue, equity securities to Canadian investors. 9. WKPL will retain its head office and management function in Trai I for at least ten years from the date of this Decision and will maintain the head office and management function in the WKPL service area for so long as UtiliCorp United and/or Utili Corp B.C. own a controlling interest in WKPL. 10. Uti Ii Corp United will not sell all or part of its shares in UtiliCorp B.C. and UtiliCorp B.C. will not issue securities in such a way as to directly or indirectly convey a reviewable interest as defined in Section 61 of the Act in UtiliCorp B.C. to any other person without the prior approval of this Co m mission. II. UtiliCorp B.C. will retain in Canada all dividends paid by WKPL to it in the five years from the date of this Decision. I I. The Application by West Kootenay Power and Light Company. Limited is approved. DATED at the City of Vancouver, in the Province of British Columbia. this 30th day of June, 1987. BY ORDER )/J¥J; Chairman
S\"\ COI.. ",\ ~ \t~ q,~.~ c, aa& 1: ">-ckc{:.pr.f -e: CI,"o /;;~S COtJ\~\ PROVINCE OF BRITISH COLUMBIA BRITISH COLUMBIA UTILITIES COMMISSION IN THE MATTER OF the Utilities Commission Act, S.B.C. 1980, c. 60, as amended IN THE MATTER OF Applications by UtiliCorp United Inc. and UtiliCorp British Columbia Ltd.; and West Kootenay Power and Light Company, Limited BEFORE: M. Taylor, Chairman; D.B. Kilpatrick, Com missioner; and B.M. Sullivan, Com missioner o R D E R WHEREAS on September 12, (IIUtiIiCorpll) and UtiliCorp British Columbia Ltd. ("UtiliCorp B.C. pursuant to the provisions of the Utilities Commission Act ('the Act particular Section 61 thereof for an Order of the Commission approving the acquisition by Utili Corp B.C. of a reviewable interest, being all of the issued and outstanding Com mon shares and Preferred shares of West Kootenay Power and Light Company, Limited (UWKPL"); and WHEREAS on September 16, 1986 West Kootenay Power and Light Company, Li m ited applied for approval of the Com mission to register on the books of WKPL the transfer of Common and Preferred shares from Com inco Ltd. (UCominco ll ), and the Preferred shares from Canadian PacifiC Enterprises Ltd., to UtiliCorp or Utili Corp B.C.; and WH EREAS pursuant to a Notice of Public Hearing published in October 1986, the hearing commenced in Trail, B.C. on Monday, November 3, 1986, to continue at Penticton, B.C. on Wednesday, November 12, 1986; and p.::nn{'H v r OLur~ _ U;HU~ In ~ ! ' ..: I ! A U ' A '7<s> ~ UTiLITIES COMMiSSiO ~ . '~ ~ C:>" ORDER NUMBER G-31-87 and ) ) ) June 30, 1987 ) ) ) 1986 UtiliCorp United Inc. II ) applied U ) and in ••• /2 Be
*' ~ ~{'fl nf" t;f ~r;;t ,. j' i.# 11":'0 vULuuhnA :.HIUT!ES COMMiSSION 2 ORDER G-31-87 NUMBER -----WHEREAS the hearing subsequently resumed at Penticton, B.C. on November 24, 1986, adjouming on November 25, 1986 and resumed on January 19, 1987 at Kelowna, B.C., adjouming on Friday, February 6, 1987; and WH EREAS the Com mission has carefully reviewed a/l of the evidence and arguments on behalf of the Applicants and other interested parties heard in public forum through 25 days. NOW THEREFORE the Com mission hereby orders as follows: I. The Applications by UtiliCorp United Inc. and UtiliCorp British Columbia Ltd. are approved subject to the following conditions, any of which not stipulating a specified time limit, shall remain in force so long as UtiliCorp United Inc. and UtiliCorp British Columbia Ltd. own WKPL: I. UtiliCorp United, UtiliCorp B.C., and WKPL will not take any step or adopt any measure which has the direct or indirect purpose or effect of recovering from the customers of W KPL any prem ium paid over book value by Utili Corp United or UtiliCorp B.C. for the shares of WKPL. 2. UtiliCorp United and UtiliCorp B.C. will not cause and W KPL wi II not divert power or energy required in any way whatsoever by WKPL's actual or potential customers to any other use and, in particular, may not use or cause to be used such power or energy for an export or non-uti lity purpose. 3. UtiliCorp United Inc. and UtiliCorp B.C. Ltd. will not themselves and will not cause WKPL to alter the basis or procedures for determ ining the appropriate water levels in the Kootenay Lake systems or in the river systems which are dam med as part of W KPL's water storage assets. 4. UtiliCorp United and UtiliCorp B.C. will provide W KPL with whatever form of financial support is necessary to allow WKPL to obtain the full benefit of UtiliCorp B.C. and UtiliCorp United's financing ability, including without limitation, guaranteeing the indebtedness of W KPL and providing the full faith and credit of UtiliCorp United and UtiliCorp B.C. 5. UtiliCorp United and UtiliCorp B.C. will not cause WKPL and WKPL will not lend direct financial support to either UtiliCorp United or UtiliCorp B.C. and in particular will not guarantee any indebtedness of theirs or their affi I i ates. 6. WKPL will reduce its dividend payouts to 44% of its eamings for the next five years. . .• /3
t1h: I i~H GUlUiiiBlj UTiUTlES COMMISSJ 3 ORDER . '<.;:,' .',' NUMBER ·G...:ii::"s'7:' 7. UtiliCorp United and UtiliCorp B.C. will cause WKPL to elect and maintain a board of directors comprising five independent directors resident within the WKPL service area, two nominees of WKPL management resident in the service area and two nominees of UtiliCorp United. 8. UtiliCorp United and UtiliCorp B.C. will cause W KPL to maintain an efficient capital structure satisfactory to the Commission and UtiliCorp United or UtiliCorp B.C. will contribute equity within three months of any request by the Com mission to achieve or maintain the required capital structure. If UtiliCorp United or UtiliCorp B.C. are unable or unwilling to contribute the required equity themselves, they will, without delay, cause WKPL, and WKPL will use its best efforts, to make an offering of and to issue, equity securities to Canadian investors. 9. WKPL will retain its head office and management function in Trail for at least ten years from the date of this Decision and will maintain the head office and management function in the W KPL service area for so long as UtiliCorp United and/or UtiliCorp B.C. own a controlling interest in WKPL. 10. UtiliCorp United will not sell all or part of its shares in UtiliCorp B.C. and UtiliCorp B.C. will not issue securities in such a way as to directly or indirectly convey a reviewable interest as defined in Section 61 of the Act in UtiliCorp B.C. to any other person without the prior approval of this Com mission. II. UtiliCorp B.C. will retain in Canada all dividends paid by W KPL to it in the five years from the date of this Decision. I I I The Application by West Kootenay Power and Light Company, Limited is approved. DATED at the City of Vancouver, in the Province of British Columbia, this 30th day of June, 1987. BY ORDER J/;¥}Y Chairman
You are being directed to the most recent version of the statute which may not be the version considered at the time of the judgment.