ML20136D548

Order Approving Application Re Planned Merger of Portland General Corp,Parent Holding Company for Portland General Electric,W/Enron Corp

ML20136D548
Person / Time
Site:	Trojan File:Portland General Electric icon.png
Issue date:	03/06/1997
From:	Collins S NRC (Affiliation Not Assigned)
To:	PORTLAND GENERAL ELECTRIC CO.
Shared Package
ML20136D540	List: ML20136D534 ML20136D548 ML20136D559 ML20136D576
References
NUDOCS 9703120400
Download: ML20136D548 (5)

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7590-01 UNITED STATES OF AMERICA NUCLEAR REGULATORY COMMISSION In the Matter of

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PORTLAND GENERAL ELECTRIC COMPANY

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Docket No. 50-344

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(Trojan Nuclear Plant)

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ORDER APPROVING APPLICATION REGARDING THE PLANNED MERGER OF PORTLAND GENERAL CORPORATION, THE PARENT HOLDING COMPANY FOR PORTLAND GENERAL ELECTRIC, WITH ENRON CORPORATION I.

Portland General Electric Company (PGE or the licensee) owns a i

67.5-percent interest in the Trojan Nuclear Plant (TNP) located on the west i

bank of the Columbia River in Columbia County, Oregon.

PGE holds Facility Operating License No. NPF-1 issued by the U.S. Nuclear Regulatory Commission (NRC) pursuant to Part 50 of Title 10 of the Code of Federal Regulations (10 CFR Part 50) on November 21, 1975. Under this license, PGE has the authority to possess and maintain but not operate TNP.

PGE is currently a wholly owned subsidiary of Portland General Corporation (PGC).

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By letter dated August 20, 1996, as supplemented by letters dated October 16, 1996, and October 30, 1996, PGE informed the Commission that PGE's parent company, PGC, has agreed to a merger with Enron Corporation (Enron), subject to certain conditions. Those conditions include approval by i

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the shareholders of the companies and obtaining appropriate governmental i

approvals which do not impose terms or conditions that would be reasonably likely to have an adverse effect on PGE or Enron.

In.the August 20, 1996, submittal, as supplemented by letters dated i

October 16, 1996, and October 30, 1996, PGE requested the Commission's consent l

to the planned merger to the extent necessary under Sections 81, 101, and 184 of the Atomic Energy Act, and under 10 CFR 50.80 and 10 CFR 30.34.

Notice of this application was published in the Federal Register on January 16, 1997 i

j (62 FR 2399). Under the agreement and plan of merger, the businesses of Enron and PGC would be combined by means of the reincorporation of Enron as an Oregon corporation through the merger of Enron with and into a wholly owned Enron subsidiary (hereinafter referred to as the " Merger Company"), and the i

j merger of PGC into the Merger Company. The shareholders of Enron will become shareholders of the Merger Company, and likewise the shareholders of PGC will become shareholders of the Merger Company on a one-for-one basis. The Merger Company will be known as Enren.

PGE will continue to be headquartered in i

Portland, Oregon and senior management will remain in place. The merger will I,9t affect PGE's status as a regulated public utility in the State of Oregon.

i After the merger, PGE will continue to be the NRC licensee for TNP and no direct transfer of the operating license or interests in the unit will result from the merger. Direct control of the possession-only license for TNP now held by PGE and its co-owners will remain with PGE and the same co-owners, and j

will not be affected by the planned merger.

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Under 10 CFR 50.80, no license shall be transferred, directly or indirectly, through transfer of control of the license, unless the Comission shall give its consent in writing. Upon review of the information submitted il in the letter of August 20, 1996, and supplemental letters dated October 16, i

1996, and October 30, 1996, and other information before the Comission, the i

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NRC staff has determined that the proposed merger will not affect the I

qualifications of PGE as holder of the license, and that the transfer of control of the license for TNP, to the extent effected by the merger, is otherwise consistent with applicable provisions of law, regulations, and orders issued by the Comission, subject to the conditions set forth herein.

These findings are supported by a safety evaluation dated March 6,1997.

An Environmental Assessment and Finding of No Significant Impact was published in the FEDERAL REGISTER on March 5, 1997 (62 FR 10094).

III.

Accordingly, pursuant to Sections 161b, 1611, 1610, and 184 of the Atomic Energy Act of 1954, as amended, 42 USC 56 2201(b), 2201(i), 2201(o) and 2234, and 10 CFR 50.80, IT IS HEREBY ORDERED that the Comission approves the application regarding the merger agreement between PGC and Enron subject to the following:

(1) PGE shall continue to fund its decomissioning trust funds in accordance with the schedule stated in the licensee's Post-Shutdown Decomissioning Activities Report (PSDAR), and (2) PGE will provide the Director, NRR, with at least 60 days prior notice of a transfer (excluding grants of security interests or liens), from PGE to its parent or to any other affiliated company, of facilities for the production, transmission, or

4 distribution of electric energy having a depreciated book value exceeding 10 percent of PGE's consolidated net utility plant, as recorded on PGE's books of account; provided, however, this condition (2) shall not apply once (a) PGE has completed all major decommissioning activities, as that term is defined in 10 CFR 50.2, or (b) PGE's external decomissioning trust fund has been funded in an amount sufficient to pay PGE's share of site radiological decomissioning costs as estimated in the PSDAR. Any such notice to the Director, NRR, shall be exempt from public disclosure to the extent permitted by the NRC's regulations implementing the Freedom of Information Act.

In addition, should the merger between PGC and Enron not be consumated by December 31, 1997, this Order shall become null and void, provided, however, an application and good cause shown, such date may be extended.

This Order is effective upon issuance.

IV.

By April 14, 1997, any person adversely affected by this Order may file a request for a hearing with respect to issuance of the Order. Any person requesting a hearing shall set forth with particularity how that interest is adversely affected by this Order and shall address the criteria set forth in 10 CFR 2.714(d).

If a hearing is to be held, the Comission will issue an order designating the time and place of such hearing.

The issue to be considered at any such hearing shall be whether this Order should be sustained.

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4 Any request for a hearing must be filed with the Secretary of the Commission, U.S. Nuclear Regulatory Commission, Washington, DC 20555-0001, Attention: Docketing and Services Branch, or may be delivered to 11555 Rockville Pike, Rockville, Maryland between 7:45 am and 4:15 pm Federal workdays, by the above date. Copies should be also sent to the Office of the General Counsel and to the Director, Office of Nuclear Reactor Regulation, i

j U.S. Nuclear Regulatory Commission, Washington, DC 20555-0001, and to J

j Mr. Douglas R. Nichols, Esq., Assistant General Counsel PGE,121 S.W. Salmon i

Street, Suite 1300, Portland, Oregon 97204.

l For further details with respect to this Order, see PGE's application dated August 20, 1996, and supplemental letters dated October 16, 1996, and 4

October 30, 1996, which are available for public inspection at the Commission's Public Document Room, Gelman Building, 2120 L Street, N.W.,

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Washington, D.C., and at the TNP local public document room located at the Branford Price Millar Library, Portland State University, Portland, Oregon 97207.

j Dated at Rockville, Maryland, this 6th day of March 1997.

FOR THE NUCLEAR REGULATORY COMMISSION i

a ue ector Office of Nuclear Reactor Regulation J

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