OAR 860-037-0520
Application by a Wastewater Utility for Authority to Issue Wastewater Stocks, Bonds, Notes, or Other Securities


(1)

This rule applies to wastewater utilities seeking authority under ORS 757.495 (Contracts involving utilities and persons with affiliated interests), 757.405 (Power to regulate issuance of utility securities) to 757.435 (Disposal of proceeds from issuance of securities) inclusive, 757.445 (Wrongful issues or use of proceeds by utility), and 757.450 (Wrongful acts relating to issuance of securities). Every applicant shall set forth in this application to the Commission, in the manner and form and in the order indicated, the following information:

(a)

The applicant’s exact name and the address of its principal business office;

(b)

The state in which incorporated, the date of incorporation, and the other states in which authorized to transact wastewater utility business;

(c)

The name and address of the person authorized, on behalf of applicant, to receive notices and communications in respect to the application;

(d)

The names, titles, and addresses of the principal officers of the applicant;

(e)

A description of the general character of the business done and to be done, and a designation of the territories served. A map showing the territories served is desirable;

(f)

A statement, as of the date of the balance sheet submitted with the application, showing for each class and series of capital stock: brief description; amount authorized (face value and number of shares); amount outstanding (exclusive of any amount held in the treasury); held amount as reacquired securities; amount pledged by applicant; amount owned by affiliated interests; and amount held in any fund;

(g)

A statement, as of the date of the balance sheet submitted with the application, showing for each class and series of long-term debt or notes: brief description (amount, interest rate, and maturity); amount authorized; amount outstanding (exclusive of any amount held in the treasury); amount held as reacquired securities; amount pledged by applicant; amount held by affiliated interests; and amount in sinking and other funds;

(h)

A full description of the securities proposed to be issued, showing: kind and nature of securities or liabilities; amount (face value and number of shares); interest or dividend rate, if any; date of issue and date of maturity; and voting privileges, if any;

(i)

A reasonably detailed and precise description of the proposed transaction, including a statement of the reasons why it is desired to consummate the transaction and the anticipated effect thereof. If the transaction is part of a general program, describe the program and its relation to the proposed transaction. Such description shall include, but is not limited to, the following:

(A)

A description of the proposed method of issuing and selling the securities;

(B)

A statement of whether such securities are to be issued pro rata to existing holders of the applicant’s securities or issued pursuant to any preemptive right or in connection with any liquidation or reorganization;

(C)

A statement showing why it is in applicant’s interest to issue securities in the manner proposed and the reason(s) why it selected the proposed method of sale; and

(D)

A statement that exemption from the competitive bidding requirements of any federal or other state regulatory body has or has not been requested or obtained, and a copy of the action taken thereon when available.

(j)

The name and address of any person receiving or entitled to a fee for service (other than attorneys, accountants, and similar technical services) in connection with the negotiation or consummation of the issuance or sale of securities, or for services in securing underwriters, sellers, or purchasers of securities, other than fees included in any competitive bid; the amount of each such fee, and facts showing the necessity for the services and that the fee does not exceed the customary fee for such services in arm’s-length transactions and is reasonable in the light of the cost of rendering the service and any other relevant factors;

(k)

A statement showing both in total amount and per unit the price to the public, underwriting commissions, and net proceeds to the applicant. Supply also the information (estimated if necessary) required in section (4) of this rule. If the securities are to be issued directly for property, then a full description of the property to be acquired, its location, its original cost (if known) by accounts, with the identification of the person from whom the property is to be acquired, must be furnished. If original cost is not known, an estimate of original cost based, to the extent possible, upon records or data of the seller and applicant or their predecessors must be furnished, with a full explanation of how such estimate has been made, and a description and statement of the present custody of all existing pertinent data and records. A statement showing the cost of all additions and betterments and retirements, from the date of the original cost, should also be furnished;

(l)

The purposes for which the securities are to be issued. Specific information will be submitted with each filing for the issuance of bonds, stocks, or securities:

(A)

For construction, completion, extension, or improvement of wastewater facilities, include a description of such facilities and the cost thereof;

(B)

For reimbursement of the applicant’s treasury for expenditures against securities that have not been issued, include a statement giving a general description of such expenditures, the amounts and accounts charged, the associated credits, if any, and the periods during which the expenditures were made;

(C)

For refunding or discharging of wastewater obligations, include a description of the obligations to be refunded or discharged. The description shall provide the character, principal amounts discount or premium applicable thereto, date of issue and date of maturity, purposes to which the proceeds were applied and all other material facts concerning such obligations; and

(D)

For improvement or maintenance of wastewater service include a description of the type of expenditure and the estimated cost in reasonable detail.

(m)

A statement as to whether or not any application, registration statement, etc., with respect to the transaction or any part thereof, is required to be filed with any federal or other state regulatory body;

(n)

The facts relied upon by the applicant to show that the issue:

(A)

Is for some lawful object within the corporate purposes of the applicant;

(B)

Is compatible with the public interest;

(C)

Is necessary or appropriate for or consistent with the proper performance by the applicant of service as a wastewater utility;

(D)

Does not impair its ability to perform that service;

(E)

Is reasonably necessary or appropriate for such purposes; and

(F)

If filed under ORS 757.495 (Contracts involving utilities and persons with affiliated interests), is fair and reasonable and not contrary to the public interest.

(o)

A brief statement of all rights to be a corporation, franchises, permits, and contracts for consolidation, merger, or lease included as assets of the applicant or any predecessor thereof; the amounts actually paid as consideration therefore, respectively; and the facts relied upon to show the issuance of the securities for which approval is requested will not result in the capitalization of the right to be a corporation or of any franchise, permit, or contract for consolidation, merger, or lease in excess of the amount (exclusive of any tax or annual charge) actually paid as the consideration for such right, franchise, permit, or contract; and

(p)

If filed under ORS 757.490 (Approval needed for certain contracts) or 757.495 (Contracts involving utilities and persons with affiliated interests):

(A)

Provide a statement describing the relationship between the wastewater utility and the affiliated interest as defined in ORS 757.015 (“Affiliated interest” defined for ORS 757.105 (1) and 757.495) or 757.490 (Approval needed for certain contracts):
(i)
Set forth the amount, kind, and ratio to total voting securities held, if applicable;
(ii)
List all officers and directors of the affiliated interest who are also officers and/or directors of the applicant; and
(iii)
State the pecuniary interest of any officer or director in compliance with ORS 757.490 (Approval needed for certain contracts)(1).

(B)

State the reasons, in detail, relied upon by the wastewater utility for entering into the proposed transaction and the benefits, if any, the customers receiving wastewater service and the general public will derive from the transaction.

(2)

Required Exhibits. The following exhibits shall be filed as part of the application:

(a)

EXHIBIT A. A copy of the applicant’s charter or articles of incorporation with amendments to date;

(b)

EXHIBIT B. A copy of the bylaws with amendments to date;

(c)

EXHIBIT C. A copy of each resolution of directors authorizing the issue in respect to which the application is made and, if approval of stockholders has been obtained, copies of the stockholder resolutions should also be furnished;

(d)

EXHIBIT D. A copy of the mortgage, indenture, or other agreement under which it is proposed to issue the securities, and a copy of any mortgage, indenture, or other agreement securing other funded obligations of the applicant;

(e)

EXHIBIT E. Copies of balance sheets showing booked amounts, adjustments to record the proposed transaction and pro forma, with supporting fixed capital or plant schedules in conformity with the form in the annual report which applicant is required to file with the Commission;

(f)

EXHIBIT F. A statement of all known contingent liabilities, except minor items such as damage claims and similar items involving relatively small amounts, as of the date of the application;

(g)

EXHIBIT G. Copies of comparative income statements showing recorded results of operations, adjustments to record the proposed transaction and pro forma in conformity with the form in the annual report which applicant is required to file with the Commission;

(h)

EXHIBIT H. A copy of an analysis of surplus for the period covered by the income statements referred to in Exhibit G;

(i)

EXHIBIT I. A copy of the registration statement proper, if any, and financial exhibits made a part thereof, filed with the Securities and Exchange Commission;

(j)

EXHIBIT J. A copy of the proposed and of the published invitation of proposals for the purchase of underwriting of the securities to be issued; of each proposal received; and of each contract, underwriting, and other arrangement entered into for the sale or marketing of the securities. When a contract or underwriting is not in final form so as to permit filing, a preliminary draft or a summary identifying parties thereto and setting forth the principal terms thereof, may be filed pending filing of the conformed copy in the form executed by final amendment to the application;

(k)

EXHIBIT K. Copies of the stock certificates, notes, or other evidences of indebtedness proposed to be issued;

(l)

An application for a wastewater utility to loan its funds to an affiliated interest, shall also include the following:

(A)

EXHIBIT L. Copies of all proposed or existing contracts or agreements entered into by the parties to the transaction;

(B)

EXHIBIT M. The amount of money the applicant desires to loan to the affiliated interest, terms of said loan, rate of interest, method of repayment, security given, if any, and if said loan is to be an open account or evidenced by a promissory note; and

(C)

EXHIBIT N. The use to which funds derived from this loan are to be put by the affiliated interest.

(m)

An application for a wastewater utility to give credit on its books or otherwise by:

(A)

Advancing cash through an open or loan account, shall also include the following:
(i)
EXHIBIT L. Copies of all proposed or existing contracts or agreements entered into by the parties to the transaction;
(ii)
EXHIBIT M. The amount of money the applicant proposes to receive, the rate of interest it will pay, and the date and method of repayment; and
(iii)
EXHIBIT N. A definite statement of purpose for which the advance will be used.

(B)

Payments by the affiliated interest of amounts owed, shall also include the following:
(i)
EXHIBIT L. Copies of all proposed or existing contracts or agreements entered into by the parties to the transaction; and
(ii)
EXHIBIT M. The amount of money the affiliated interest proposes to pay on the wastewater utility’s behalf, with a description of the obligation, how the funds will be used, and how incurred.

(C)

Credits or open accounts a wastewater utility proposes to give to an affiliated interest, shall also include the following:
(i)
EXHIBIT L. Copies of all proposed or existing contracts or agreements entered into by the parties to the transaction; and
(ii)
EXHIBIT M. The amount and a description of each item for which the wastewater utility proposes to give credit through its loan or open account.

(3)

The following form of application may be filed by all wastewater utilities with annual revenues of less than $100,000 seeking authority to issue promissory notes maturing more than one year after date of issue or renewal and unsecured notes on motor vehicles in the principal amount of less than $10,000. In the instances when this provision is proper, the requirements of sections (1) and (2) of this rule do not apply. The Commission may require compliance with sections (1) and (2) of this rule if the Commission deems it necessary in a particular case. [Form not included. See ED. NOTE.]
[ED. NOTE: Forms referenced are available from the agency.]

Source: Rule 860-037-0520 — Application by a Wastewater Utility for Authority to Issue Wastewater Stocks, Bonds, Notes, or Other Securities, https://secure.­sos.­state.­or.­us/oard/view.­action?ruleNumber=860-037-0520.

860‑037‑0001
Scope and Applicability of Rules
860‑037‑0005
Applicability and Formal Requirements
860‑037‑0010
Definitions
860‑037‑0015
Information for Customers and Applicants
860‑037‑0020
Designation of Third Party to Receive Notices
860‑037‑0025
Dispute Resolution
860‑037‑0030
Applications for Water/Wastewater Utility Service
860‑037‑0035
Establishing Credit for Residential Service
860‑037‑0040
Deposit Payment Arrangements for Residential Wastewater Service
860‑037‑0045
Interest on Deposits for Residential and Nonresidential Service
860‑037‑0050
Refund of Wastewater Utility Deposits
860‑037‑0055
Installation of Wastewater Service Connection
860‑037‑0060
Installation of Main Line Extension
860‑037‑0065
Design, Construction, and Operation
860‑037‑0067
Wastewater Disposal
860‑037‑0070
Interruption of Service
860‑037‑0075
Refusal of Service
860‑037‑0080
Restrictions on Entering a Customer Residence
860‑037‑0095
Annual Fees Payable to the Commission by a Wastewater Utility
860‑037‑0097
Estimated Annual Fees Payable to the Commission by a Wastewater Utility
860‑037‑0101
Wastewater Service Charges
860‑037‑0105
Bill Forms
860‑037‑0110
Due and Payable Period
860‑037‑0115
Late-Payment Charge
860‑037‑0120
Adjustment of Bills
860‑037‑0125
Transfer Billings
860‑037‑0205
Grounds for Terminating Customer Wastewater Service by Disconnecting Water Service
860‑037‑0210
Voluntary Water Disconnection for Wastewater Service
860‑037‑0215
Emergency Water Disconnection for Wastewater Service
860‑037‑0220
Disconnection of Water Service on Weekends and Holidays
860‑037‑0225
Accounts Not Related to Residential Service
860‑037‑0230
Disconnection of Wastewater Service to Tenants
860‑037‑0235
Multilingual Disconnection Notice
860‑037‑0240
Reconnection Fee
860‑037‑0245
Disconnection Procedures for All Customers of Wastewater Utility Services
860‑037‑0307
Wastewater Utility Compliance Enforcement by Commission Appointment of Regent to Operate and Manage a Wastewater System
860‑037‑0308
Expenditure of Fees Collected Under ORS 756.310 to Make Emergency Repairs
860‑037‑0309
Commission-Assessed Civil Penalties for Noncompliance
860‑037‑0310
Maps and Records
860‑037‑0320
Location of Underground Facilities
860‑037‑0325
Construction, Safety, and Reporting Standards for Wastewater Utilities
860‑037‑0330
Attachments to Poles and Conduits Owned by Public, Telecommunications, and Consumer-Owned Utilities
860‑037‑0405
Relating to New Wastewater Utilities
860‑037‑0407
Request for Rate Regulation of an Association within the Boundaries of a City
860‑037‑0410
Tariff Specifications
860‑037‑0415
Tariff Contents
860‑037‑0420
Tariff Changes Require 30 Days’ Notice to the Commission
860‑037‑0425
Announcement of Tariff Changes
860‑037‑0430
Applications to Make Tariffs or Rate Schedules Effective on Less Than Statutory Notice
860‑037‑0435
Requirements for Filing Tariffs or Schedules Changing Rates
860‑037‑0440
Requirements for Filing Tariffs or Schedules Naming Increased Rates
860‑037‑0445
Tariff Changes Effective with Service Rendered
860‑037‑0450
Notice to Interested Persons
860‑037‑0505
Form and Filing of Applications
860‑037‑0510
Notice and Approval Requirements Relating to the Sale, Transfer, Merger, Termination, Abandonment, or Disposal of a Wastewater Utility
860‑037‑0515
Applications for Authority to Sell, Lease, Assign, Mortgage, Merge, Consolidate, or Otherwise Dispose of or Encumber its Property, or to Acquire Stock, Bonds, or Property of Another Public Utility
860‑037‑0517
Acquisition Adjustment
860‑037‑0520
Application by a Wastewater Utility for Authority to Issue Wastewater Stocks, Bonds, Notes, or Other Securities
860‑037‑0525
Applications for Authority to Guarantee Indebtedness
860‑037‑0530
Applications for Approval of Transactions Between Affiliated Interests
860‑037‑0535
Information Required Regarding Wastewater Utility Goods or Services Provided to Affiliated Interests
860‑037‑0540
Timeliness of Applications Made Under OAR 860-037-0530 and Filings Made Under OAR 860-037-0535
860‑037‑0545
Applications for Waiver of Requirements Under OARs 860-037-0530 and 860-037-0535
860‑037‑0547
Allocation of Costs by a Wastewater Utility
860‑037‑0550
Special Contracts
860‑037‑0555
Relating to City Fees, Taxes, and Other Assessments
860‑037‑0560
Relating to Local Government Fees, Taxes, and Other Assessments
860‑037‑0565
Accounting for Director’s Fees
860‑037‑0567
Accounting for Contributions in Aid of Construction (CIAC)
860‑037‑0570
Accounting for Construction Work In Progress (CWIP)
860‑037‑0605
Preservation and Destruction of Records
860‑037‑0610
Uniform System of Accounts for Wastewater Utilities
860‑037‑0625
Annual Reports
860‑037‑0630
Use of Deferred Accounting as it Applies to Wastewater Operations by Wastewater Utilities
Last Updated

Jun. 24, 2021

Rule 860-037-0520’s source at or​.us