[Code of Federal Regulations] [Title 18, Volume 1] [Revised as of April 1, 2004] From the U.S. Government Printing Office via GPO Access [CITE: 18CFR45.8] [Page 310-313] TITLE 18--CONSERVATION OF POWER AND WATER RESOURCES CHAPTER I--FEDERAL ENERGY REGULATORY COMMISSION, DEPARTMENT OF ENERGY PART 45_APPLICATION FOR AUTHORITY TO HOLD INTERLOCKING POSITIONS--Table of Contents Sec. 45.8 Contents of application; filing fee. Each application shall be accompanied by the fee prescribed in part 381 of this chapter and shall state the following: (a) Identification of applicant. (1) Full name, business address and state of residence. (2) Major business or professional activity. (3) If former application or applications under section 305(b) of the Act have been made by the applicant, give date and docket number of the last application filed. (b) List of positions within the purview of section 305(b) of the Act for which authorization is sought. (Indicate by asterisk positions which were the subjects of previous authorizations.) ------------------------------------------------------------------------ Classification: (1) Public utility, (2) Position Name of corporation authorized by law to underwrite, (3) supplying electrical equipment ------------------------------------------------------------------------ ------------------------------------------------------------------------ (c) Data as to positions with each public utility mentioned in paragraph (b) of this section. (The format should be adapted to the information submitted, in keeping with completeness and conciseness. In the case of public utilities of the same holding company system, brevity will generally be promoted by submitting the information for all of the utilities involved under each subsection progressively in the order of the subsections, utilizing tables when feasible.) (1) Name of utility. (2) Date elected or appointed, or anticipated date of election or appointment, to each position not previously authorized. (3) Names of officers and directors; number of vacancies, if any, on Board of Directors. (4) Description of applicant's duties: Approximate amount of time devoted [[Page 311]] thereto; and, if applicant seeks authorization as a director, the percentage of directors meetings held during the past 12 months that were attended by the applicant. (5) All other professional, contractual, or business relationships of applicant with the public utility, either directly or through other corporations or firms. (6) Extent of applicant's direct or indirect ownership, control of, or beneficial interest in the public utility or the securities thereof. If ownership or interest is held in a name other than that of applicant, state name and address of the holder. (7) Extent of applicant's indebtedness to the public utility, how and when incurred, and consideration therefor. (8) All money or property received by applicant from the public utility or any affiliate (i) during the past 12 months, and expected during the ensuing 12 months, or (ii) during the public utility's most recently ended fiscal year, and expected during the public utility's current fiscal year, or (iii) during the past and current calendar years, whether for services, reimbursement for expenses, or otherwise. Specify in detail the amount thereof and the basis therefor. If applicant's compensation for services to the public utility is not paid directly by the public utility, give name of the corporation that does pay same, the amount allocated or allocable to the public utility or any affiliate, and the basis or reason for such allocation. (9) Whether during the past 5 years the public utility or any affiliate thereof or any security holders of either have commenced any suit against the officers or directors thereof for alleged waste, mismanagement or violation of duty, to which suit applicant was a party defendant. If so, give date of commencement of suit, court in which commenced, and present status. (d) Data as to positions with each bank, trust company, banking association or firm, mentioned in paragraph (b) of this section, that is authorized by law to underwrite or participate in the marketing of securities of a public utility. (The applicant shall use a separate sheet for each corporation.) (1) Name of corporation and address of principal place of business. (2) Positions which applicant holds or seeks authorization to hold therein and when and by whom elected or appointed to each position. (3) Description of applicant's duties in each position and the approximate amount of time devoted thereto, and, if applicant seeks authorization as director, the percentage of directors meetings held during the past 12 months that were attended by the applicant. (4) Extent of applicant's direct or indirect ownership, or control of, or beneficial interest in, the company or in the securities thereof, including common stock, preferred stock, bonds, or other securities. If such ownership or interest is held in a name other than that of applicant, state name and address of such holder. (5) All money or property received by applicant from the company (i) during the past 12 months, and expected during the ensuing 12 months, or (ii) during the company's most recently ended fiscal year, and expected during the company's current fiscal year, or (iii) during the past and current calendar years, whether for services, reimbursement for expenses, or otherwise. Specify in detail the amount thereof and the basis therefor. (6) Names and titles of directors, officers, or partners. (7) Whether the corporation is now engaged in underwriting or participating in the marketing of the securities of a public utility; if so, to what extent. (8) Whether the corporation, during applicant's connection therewith, has underwritten or participated in the marketing of the security issue of any public utility with which applicant was also connected; if so, the details with respect to every such transaction that occurred during the past 36 months. (9) (If the answer to paragraph (d)(7) of this section is in the negative.) Give excerpts from the charter, declaration of trust, or articles of partnership that authorize the underwriting or participating in the marketing of securities of a public utility. (10) (If the answer to paragraph (d)(7) of this section is in the negative.) Give [[Page 312]] general requirements of and appropriate reference to, the laws of the State of organization and of States in which corporation is doing business or has qualified to do business, with which it must comply in order to engage in the business of underwriting or participating in the marketing of the securities of a public utility. (11) What steps, if any, have been taken to comply with laws mentioned in paragraph (d)(10) of this section. (12) In lieu of paragraphs (d)(9), (10), and (11) of this section, an opinion by counsel to the same effect and including the information in respect thereto may be filed with the application. (13) Whether the corporation has registered with the Securities and Exchange Commission; if so, when and under what section of what act. (e) Data as to positions with each company, mentioned in paragraph (b) of this section, supplying electrical equipment to a public utility in which applicant holds a position. (Applicant shall use a separate sheet for each company.) (1) Name of company and address of principal place of business. (2) Positions which applicant holds or seeks authorization to hold therein and when and by whom elected or appointed to each position. (3) Description of applicant's duties in each position and approximate amounts of time devoted thereto, and, if applicant seeks authorization as director, the percentage of directors meetings held during the past 12 months that were attended by the applicant. (4) Names and titles of directors or partners. (5) Name of each public utility, with which applicant holds or seeks authorization to hold a position, to which the company supplies electrical equipment; the frequency of such transactions; the approximate annual dollar volume of such business; and the type of equipment supplied. (6) Nature of relationship between the company supplying electrical equipment and the public utility: (i) Whether company manufactures such electrical equipment or is a dealer therein. (ii) Whether company supplies electrical equipment to the public utility pursuant to construction, service, agency, or other contract with the public utility or an affiliate thereof, and, if so, furnish brief summary of the terms of such contract. (7) Extent of applicant's direct or indirect ownership, or control of, or beneficial interest in, the company or in the securities thereof, including common stock, preferred stock, bonds, or other securities. If such ownership or interest is held in a name other than that of applicant, state name and address of such holder. (8) All money or property received by applicant from the company (i) during the past 12 months, and expected during the ensuing 12 months, or (ii) during the company's most recently ended fiscal year, and expected during the company's current fiscal year, or (iii) during the past and current calendar years, whether for services, reimbursement for expenses, or otherwise. Specify in detail the amount thereof and the basis therefor. (f) Data as to positions with public utility holding companies. (Do not include here data as to corporations listed in paragraph (b) of this section which are also holding companies. A holding company as herein used means any corporation which directly or indirectly owns, controls, or holds with power to vote, 10 per centum or more, of the outstanding voting securities of a public utility.) (1) Name of holding company and address of principal place of business. (2) Positions which applicant holds therein, when and by whom elected or appointed to each position. (3) Extent of applicant's direct or indirect ownership, or control of, or beneficial interest in, the holding company or in the securities thereof, including common stock, preferred stock, bonds, or other securities. If such ownership or interest is held in a name other than that of applicant, state name and address of such holder. (4) All money or property received by applicant from the holding company (i) during the past 12 months, and expected during the ensuing 12 months, or (ii) during the holding company's most recently ended fiscal year, and expected during the holding company's current fiscal year, or (iii) during the [[Page 313]] past and current calendar years, whether for services, reimbursement for expenses, or otherwise. Specify in detail the amount thereof and the basis therefor. (g) Positions with all other corporations. (Do not include here data that have been filed within the past 12 months in FERC-561, pursuant to part 46 of this chapter, or data as to any corporations listed in paragraph (b) or (f) of this section.) (1) All other corporations and positions therein, including briefly the information required in parallel columns as below: ------------------------------------------------------------------------ Address: Kind of Name of corporation business Position held therein ------------------------------------------------------------------------ ------------------------------------------------------------------------ (2) Any corporate, contractual, financial, or business relationships between any of the corporations listed in paragraph (g)(1) of this section and any of the public utilities listed in paragraph (b) of this section. (h) Data as to the public utility holding company system. The names of the public utility holding company systems of which each public utility listed in paragraph (b) of this section is a part, with a chart showing the corporate relationships existing between and among the corporations within the holding company systems. [Order 246, 27 FR 4912, May 25, 1962, as amended by Order 427, 36 FR 5598, Mar. 25, 1971; Order 374, 49 FR 20479-20480, May 15, 1984; Order 435, 50 FR 40358, Oct. 3, 1985] Cross Reference: For rules and regulations of the Securities and Exchange Commission, see 17 CFR, chap. II.