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PDFWAC 480-100-242

Issuing securities.

For the purpose of this section:
"Securities" means stocks, stock certificates, other evidence of interest or ownership, bonds, notes other than those notes exempted from reporting under RCW 80.08.043, or other evidence of indebtedness, or any obligation or liability as guarantor subject to reporting under RCW 80.08.130.
(1) Before an electric utility issues a security, it must file with the commission:
(a) A description of the purposes for which the issuance will be made, including a certification by an officer authorized to do so, that the proceeds from any such financing is for one or more of the purposes allowed by RCW 80.08.030;
(b) A description of the proposed issuance, including the terms of financing; and
(c) A statement as to why the transaction is in the public interest.
(2) A commission order is not required for such a filing. The utility may request a written order affirming that the utility has complied with the requirements of RCW 80.08.040. The utility must submit the request for a commission order, along with the information required in subsection (1) of this section, at least fifteen business days before the requested effective date for the order. Requests for supplemental orders may be exempt from the fifteen business day requirement.
(3) Filing a Registration Statement with the Securities and Exchange Commission using a shelf registration process does not constitute issuance of a security, and therefore a filing with the commission is not required under the provisions of RCW 80.08.040. A shelf registration filing is defined under the General Rules and Regulations promulgated under the Securities Act of 1933, Rule 415 - Delayed or Continuous Offering and Sale of Securities.
(4) An authorized representative must sign and date the filing and include a certification or declaration that the information is true and correct under penalty of perjury as set forth in chapter 9A.72 RCW. The certificate or declaration must be in substantially the following form:
"I certify (or declare) under penalty of perjury under the laws of the State of Washington that the foregoing is true and correct."
(5) Filings under this section may be submitted with portions designated confidential pursuant to WAC 480-07-160 (Confidential information).
(6) Within sixty days after the issuance of any securities, except for dividend reinvestment and employee benefit plans, a utility must file with the commission a verified statement:
(a) Outlining the final terms and conditions of the transaction; and
(b) Setting forth actual proceeds from the issuance and, to the extent known, the disposition of proceeds stating the final amount to be used for each purpose allowed by RCW 80.08.030.
[Statutory Authority: RCW 80.01.040, 80.04.160, and 81.04.160. WSR 05-17-026 (Docket No. A-021178 and TO-030288, General Order No. R-522), ยง 480-100-242, filed 8/5/05, effective 9/5/05.]
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