N.J. Admin. Code § 14:1-5.14 - Petitions for approval of a merger, consolidation, acquisition and/or change in control; standard of review

(a) A petition for approval of any of the following shall conform to the provisions of N.J.A.C. 14:1-4 and N.J.A.C. 14:1-5.1 through 5.4 and 5.9 to the extent applicable:

1. A merger or consolidation of one public utility of New Jersey with that of another public utility;

2. A merger or consolidation of one public utility of New Jersey with a parent holding company of another public utility or with any other corporate or business entity; or

3. The acquisition of a public utility of New Jersey and/or a change in control of the public utility.

(b) A petition for approval of any of the actions listed at (a) above shall contain in the petition, or as attached exhibits, the following information:

1. A copy of the agreement of merger, consolidation, acquisition and/or change in control;

2. Copies of corporate resolutions of the stockholders of each of the corporations authorizing the transaction;

3. Copies of recent balance sheets of each company and a pro forma balance sheet of the continuing company;

4. Copies of recent income statements of the operation of each of the companies involved and a pro forma income statement of the continuing corporation, in sufficient detail;

5. Copies of certificates of incorporation of each corporation to be merged, consolidated, acquired and/or changed and amendments thereto, if not heretofore filed with the Board;

6. The total number of shares of each of the various classes of capital stock proposed to be issued, if any, by the surviving corporation; the par or stated value per share; and the total amount of new capital stock to be issued;

7. The percentage, and the manner in which, if any, the presently outstanding capital stock of the corporations involved will be exchanged for the new stock of the surviving corporation;

8. Whether any franchise cost is proposed to be capitalized on the books of the surviving corporation, and, if so, the reasons therefor, and in what manner and over what period the items are proposed to be amortized;

9. The names and addresses of the new officers, directors and principal stockholders and the number of shares to be held by each in the surviving corporation;

10. The various benefits to the public and the surviving corporation which will be realized as the result of the merger, consolidation, acquisition and/or change in control;

11. Proposed changes, if any, by the surviving corporation, in company policies with respect to finances, operations, accounting, rates, depreciation, operating schedules, maintenance and management affecting the public interest;

12. Proof of service of notice of the proposed merger, consolidation, acquisition and/or change in control to the public, the municipalities being served by the companies to be merged, consolidated, acquired and/or changed, and the public utilities serving in the area, pursuant to N.J.A.C. 14:1-4.5;

13. Proof of compliance with rules, regulations and statutes requiring approval from other State and Federal regulatory agencies having jurisdiction in the matter; and

14. A statement of the fees and expenses to be incurred in connection with the merger, consolidation, acquisition and/or change in control and the accounting disposition to be made thereof on the books of the surviving corporation.

(c) The Board shall not approve a merger, consolidation, acquisition and/or change in control unless it is satisfied that positive benefits will flow to customers and the State of New Jersey and, at a minimum, that there are no adverse impacts on any of the criteria delineated in N.J.S.A. 48:2-51.1.

(d) The petitioners seeking merger, consolidation, acquisition and/or change in control of a public utility shall have the burden of proving to the Board, by a preponderance of the evidence, that the requirements of this section are met.

Notes

N.J. Admin. Code § 14:1-5.14

Amended by R.2002 d.337, effective 10/21/2002.
See: 34 N.J.R. 1769(a), 34 N.J.R. 3639(a).
In (a), deleted ", as well as N.J.A.C. 14:11-1.3" preceding "to the extent applicable".
Amended by R.2006 d.165, effective 5/1/2006.
See: 37 N.J.R. 4887(a), 37 N.J.R. 1854(b).
Section was "Petitions for approval of a merger or consolidation". Rewrote (a); in (b), rewrote the first sentence, in 1; deleted "or" following "merger" and inserted ", acquisition and/or change in control", in 5 and 12, inserted ", consolidated, acquired and/or changed" and in 10, 12 and 14; inserted "consolidation, acquisition and/or change in control"; and added (c) and (d).