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ENGROSSED SENATE BILL 6411
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State of Washington 53rd Legislature 1994 Regular Session
By Senators Sutherland and Ludwig; by request of Utilities & Transportation Commission
Read first time 01/21/94. Referred to Committee on Energy & Utilities.
AN ACT Relating to the regulation by the utilities and transportation commission of securities issued by regulated utilities and transportation companies; amending RCW 80.08.040, 81.80.010, 80.08.100, 80.08.110, 80.08.120, 80.08.130, 81.08.040, 81.08.100, 81.08.110, 81.08.120, and 81.08.130; adding a new section to chapter 80.08 RCW; adding a new section to chapter 81.08 RCW; repealing RCW 80.08.045, 80.08.050, 80.08.060, 80.08.105, 81.08.010, 81.08.050, 81.08.060, and 81.08.105; and prescribing penalties.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF WASHINGTON:
Sec. 1. RCW 80.08.040 and 1987 c 106 s 1 are each amended to read as follows:
((Except as provided
in RCW 80.08.045, application for authorization to issue such stocks and stock
certificates or other evidence of interest or ownership, and bonds, notes or
other evidences of indebtedness shall be made to the commission stating the
amount, character, terms and purpose of each proposed issue thereof, and
stating such other pertinent details as the commission may require.
To enable it to
determine whether it will issue such order, the commission may hold a hearing
and may make such additional inquiry or investigation, and examine such
witnesses, books, papers, documents and contracts, and require the filing of
such data as it may deem of assistance. The commission may by its order grant
permission for the issuance of such stocks or stock certificates or other
evidence of interest or ownership, or bonds, notes or other evidences of
indebtedness in the amount applied for, or in a lesser amount, or not at all,
and may attach to the exercise of its permission such condition or conditions
as it may deem reasonable and necessary.
If a commission or
other agency or agencies is empowered by another state to regulate and control
the amount and character of securities to be issued by any public service
company within such other state, then the commission shall have the power to
agree with such commission or other agency or agencies of such other state on
the issuance of stocks and stock certificates or other evidence of interest or
ownership, and bonds, notes or other evidences of indebtedness by a public
service company owning or operating a public utility both in such state and in
this state, and shall have the power to approve such issue jointly with such
commission or other agency or agencies and to issue a joint certificate of such
approval: PROVIDED, HOWEVER, That no such joint approval shall be required in
order to express the consent to and approval of such issue by the state of
Washington if said issue is separately approved by the commission.
The public service
company making the application may have the decision or order of the commission
reviewed in the courts in the same manner and by the same procedure as any
other order or decision of the commission, when the public service company
shall deem such decision or order to be in any respect or manner improper,
unjust or unreasonable.)) (1)
Any public service company that undertakes to issue stocks, stock certificates,
other evidence of interest or ownership, bonds, notes, or other evidences of
indebtedness, or to create liens on its property situated within this state
shall file with the commission before such issuance or creation:
(a) A description of the purposes for which the issuance or creation is 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 this chapter;
(b) A description of the proposed issuance or creation including the terms of financing; and
(c) A statement as to why the transaction is in the public interest.
(2) Any armored car service, as defined in RCW 81.80.010, that files the documents required in this section is exempt from any requirement to obtain any further authority under this title or Title 81 RCW solely for purposes of acting in the capacity of an armored car service.
Sec. 2. RCW 81.80.010 and 1989 c 60 s 1 are each amended to read as follows:
The definitions set forth in this section apply throughout this chapter.
(1) "Person" means and includes an individual, firm, copartnership, corporation, company, or association or their lessees, trustees, or receivers.
(2) "Motor vehicle" means any truck, trailer, semitrailer, tractor, dump truck which uses a hydraulic or mechanical device to dump or discharge its load, or any self-propelled or motor-driven vehicle used upon any public highway of this state for the purpose of transporting property, but not including baggage, mail, and express transported on the vehicles of auto transportation companies carrying passengers.
(3) "Public highway" means every street, road, or highway in this state.
(4) "Common carrier" means any person who undertakes to transport property for the general public by motor vehicle for compensation, whether over regular or irregular routes, or regular or irregular schedules, including motor vehicle operations of other carriers by rail or water and of express or forwarding companies, and excluding armored car services.
(5) "Contract carrier" includes all motor vehicle operators not included under the terms "common carrier" and "private carrier" as herein defined in paragraph (4) and paragraph (6), and further includes any person who under special and individual contracts or agreements transports property by motor vehicle for compensation, but excludes armored car services.
(6) A "private carrier" is a person who transports by his own motor vehicle, with or without compensation therefor, property which is owned or is being bought or sold by such person, or property of which such person is the seller, purchaser, lessee, or bailee where such transportation is incidental to and in furtherance of some other primary business conducted by such person in good faith.
(7) "Motor carrier" means and includes "common carrier," "contract carrier," "private carrier," and "exempt carrier" as herein defined.
(8) "Exempt carrier" means any person operating a vehicle exempted from certain provisions of this chapter under RCW 81.80.040.
(9) "Vehicle" means every device capable of being moved upon a public highway and in, upon, or by which any person or property is or may be transported or drawn upon a public highway, excepting devices moved by human or animal power or used exclusively upon stationary rail or tracks.
(10) "Commercial zone" means an area encompassing one or more cities or towns and environs adjacent thereto established pursuant to RCW 81.80.400.
(11) "Terminal area" means an area including one or more cities or towns and environs adjacent thereto established pursuant to RCW 81.80.400.
(12) "Common
carrier" and "contract carrier" include((s)) persons
engaged in the business of providing, contracting for, or undertaking to
provide transportation of property for compensation over the public highways of
the state of Washington as brokers or forwarders, but do not include armored
car services.
(13) "Armored car service" means a company operating primarily to transport currency, coins, negotiable instruments, or precious metals.
Sec. 3. RCW 80.08.100 and 1961 c 14 s 80.08.100 are each amended to read as follows:
((All)) If a
public service company issues any stock ((and every stock certificate)),
or other evidence of interest or ownership, ((and every)) bond, note,
or other evidence of indebtedness((, of a public service company, issued
without an order of the commission authorizing the same then in effect shall be
void, and likewise all stock and every stock certificate or other evidence of
interest or ownership, and every bond, note or other evidence of indebtedness,
of a public service company, issued with the authorization of the commission,
but not conforming in substance in its provisions to the provisions, if any,
which it is required by the order of authorization of the commission to
contain, shall be void; but no failure in any other respect to comply with the
terms or conditions of the order of authorization of the commission and no
defect in, or in connection with the application for or issuance of, such order
shall render void any stock or stock certificate or other evidence of interest
or ownership, or any bond, note or other evidence of indebtedness, except as to
a corporation or person taking the same otherwise than in good faith and for
value and without actual notice)) contrary to the provisions of this
chapter, the company may be subject to penalty under RCW 80.08.110 and
80.08.120.
Sec. 4. RCW 80.08.110 and 1961 c 14 s 80.08.110 are each amended to read as follows:
Every public service company
which, directly or indirectly, issues or causes to be issued, any stock or
stock certificate or other evidence of interest or ownership, or bond, note or
other evidence of indebtedness, in nonconformity with ((the order of the
commission authorizing the same, or contrary to)) the provisions of this
chapter, or which applies the proceeds from the sale thereof, or any part
thereof, to any purpose other than the purpose or purposes ((specified in
the commission's order, as herein provided or to any purpose specified in the
commission's order in excess of the amount in said order authorized for such
purpose)) allowed by this chapter, shall be subject to a penalty of
not more than one thousand dollars for each offense. Every violation ((of
any such order, rules, direction, demand or requirement of the commission, or
of any provision of this chapter,)) shall be a separate and distinct
offense and in case of a continuing violation every day's continuance thereof
shall be deemed to be a separate and distinct offense.
The act, omission or failure of any officer, agent or employee of any public service company acting within the scope of his official duties or employment, shall in every case be deemed to be the act, omission or failure of such public service company.
Sec. 5. RCW 80.08.120 and 1961 c 14 s 80.08.120 are each amended to read as follows:
Every officer, agent,
or employee of a public service company, and every other person who knowingly
authorizes, directs, aids in, issues or executes, or causes to be issued or
executed, any stock or stock certificate or other evidence of interest or
ownership, or bond, note or other evidence of indebtedness((, in
nonconformity with the order of the commission authorizing the same, or))
contrary to the provisions of this chapter, or who((, in any proceedings
before the commission,)) knowingly makes any false statement or
representation or with knowledge of its falsity files or causes to be filed
with the commission any false statement or representation ((which said
statement or representation so made, filed or caused to be filed may tend in
any way to influence the commission to make an order authorizing the issuance
of any stock or stock certificate or other evidence of interest or ownership,
or any bond, note or other evidence of indebtedness, or which results in
procuring from the commission the making of any such order, or who, with
knowledge that any false statement or representation was made to the commission
in any proceedings tending in any way to influence the commission to make such
order, issues or executes or negotiates, or causes to be issued, executed or
negotiated any such stock or stock certificate or other evidence of interest or
ownership, or bond, note or other evidence of indebtedness, or who, directly or
indirectly, knowingly applies)), or causes or assists to be applied the
proceeds or any part thereof, from the sale of any stock or stock certificate
or other evidence of interest or ownership, or bond, note or other evidence of
indebtedness, to any purpose not ((specified in the commission's order, or
to any purpose specified in the commission's order in excess of the amount
authorized for such purpose)) allowed by this chapter, or who, with
knowledge that any stock or stock certificate or other evidence of interest or
ownership, or bond, note or other evidence of indebtedness, has been issued or
executed in violation of any of the provisions of this chapter, negotiates, or
causes the same to be negotiated, shall be guilty of a gross misdemeanor.
Sec. 6. RCW 80.08.130 and 1961 c 14 s 80.08.130 are each amended to read as follows:
((No)) Any
public service company ((shall henceforth)) that assumes
any obligation or liability as guarantor, indorser, surety or otherwise in
respect to the securities of any other person, firm or corporation, when such
securities are payable at periods of more than twelve months after the date
thereof, ((without having first secured from the commission an order
authorizing it so to do. Every such assumption made other than in accordance
with the order of the commission authorizing the same shall be void)) shall
comply with the filing requirements of RCW 80.08.040.
NEW SECTION. Sec. 7. A new section is added to chapter 80.08 RCW to read as follows:
No action by a public service company in compliance with nor by the commission in conformance with the requirements of this chapter may in any way affect the authority of the commission over rates, service, accounts, valuations, estimates, or determinations of costs, or any matters whatsoever that may come before it.
NEW SECTION. Sec. 8. The following acts or parts of acts are each repealed:
(1) RCW 80.08.045 and 1987 c 106 s 2;
(2) RCW 80.08.050 and 1961 c 14 s 80.08.050;
(3) RCW 80.08.060 and 1961 c 14 s 80.08.060; and
(4) RCW 80.08.105 and 1983 c 4 s 10 & 1961 c 14 s 80.08.105.
Sec. 9. RCW 81.08.040 and 1961 c 14 s 81.08.040 are each amended to read as follows:
((Application for
authorization to issue such stocks and stock certificates or other evidence of
interest or ownership, and bonds, notes or other evidences of indebtedness
shall be made to the commission stating the amount, character, terms and
purpose of each proposed issue thereof, and stating such other pertinent details
as the commission may require.
To enable it to
determine whether it will issue such order, the commission may hold a hearing
and may make such additional inquiry or investigation, and examine such
witnesses, books, papers, documents and contracts, and require the filing of
such data as it may deem of assistance. The commission may by its order grant
permission for the issuance of such stocks or stock certificates or other
evidence of interest or ownership, or bonds, notes or other evidences of indebtedness
in the amount applied for, or in a lesser amount, or not at all, and may attach
to the exercise of its permission such condition or conditions as it may deem
reasonable and necessary.
If a commission or
other agency or agencies is empowered by another state to regulate and control
the amount and character of securities to be issued by any public service
company within such other state, then the commission shall have the power to
agree with such commission or other agency or agencies of such other state on
the issuance of stocks and stock certificates or other evidence of interest or
ownership, and bonds, notes or other evidences of indebtedness by a public
service company owning or operating a public utility both in such state and in
this state, and shall have the power to approve such issue jointly with such
commission or other agency or agencies and to issue a joint certificate of such
approval: PROVIDED, HOWEVER, That no such joint approval shall be required in
order to express the consent to and approval of such issue by the state of
Washington if said issue is separately approved by the commission.
The public service
company making the application may have the decision or order of the commission
reviewed in the courts in the same manner and by the same procedure as any
other order or decision of the commission, when the public service company
shall deem such decision or order to be in any respect or manner improper,
unjust or unreasonable.)) Any
public service company that undertakes to issue stocks, stock certificates,
other evidence of interest or ownership, bonds, notes, or other evidences of
indebtedness, or to create liens on its property situated within this state
shall file with the commission before such issuance or creation:
(1) A description of the purposes for which the issuance or creation is 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 this chapter;
(2) A description of the proposed issuance or creation including the terms of financing; and
(3) A statement as to why the transaction is in the public interest.
Sec. 10. RCW 81.08.100 and 1961 c 14 s 81.08.100 are each amended to read as follows:
((All)) If a
public service company issues any stock ((and every)), stock
certificate, or other evidence of interest or ownership, ((and every))
bond, note, or other evidence of indebtedness, ((of a public service
company, issued without an order of the commission authorizing the same then in
effect shall be void, and likewise all stock and every stock certificate or
other evidence of interest or ownership, and every bond, note or other evidence
of indebtedness, of a public service company, issued with the authorization of
the commission, but not conforming in substance in its provisions to the
provisions, if any, which it is required by the order of authorization of the
commission to contain, shall be void; but no failure in any other respect to
comply with the terms or conditions of the order of authorization of the
commission and no defect in, or in connection with the application for or
issuance of, such order shall render void any stock or stock certificate or
other evidence of interest or ownership, or any bond, note or other evidence of
indebtedness, except as to a corporation or person taking the same otherwise
than in good faith and for value and without actual notice)) contrary to
the provisions of this chapter, the company may be subject to penalty under RCW
81.08.110 and 81.08.120.
Sec. 11. RCW 81.08.110 and 1961 c 14 s 81.08.110 are each amended to read as follows:
Every public service
company which, directly or indirectly, issues or causes to be issued, any stock
or stock certificate or other evidence of interest or ownership, or bond, note
or other evidence of indebtedness, in nonconformity with ((the order of the
commission authorizing the same, or contrary to)) the provisions of this
chapter, or which applies the proceeds from the sale thereof, or any part
thereof, to any purpose other than the purpose or purposes ((specified in
the commission's order, as herein provided or to any purpose specified in the
commission's order in excess of the amount in said order authorized for such
purpose)) allowed by this chapter shall be subject to a penalty of
not more than one thousand dollars for each offense. Every violation of any
such order, rules, direction, demand or requirement of the department, or of
any provision of this chapter, shall be a separate and distinct offense and in
case of a continuing violation every day's continuance thereof shall be deemed
to be a separate and distinct offense.
The act, omission or failure of any officer, agent or employee of any public service company acting within the scope of his official duties or employment, shall in every case be deemed to be the act, omission or failure of such public service company.
Sec. 12. RCW 81.08.120 and 1961 c 14 s 81.08.120 are each amended to read as follows:
Every officer, agent,
or employee of a public service company, and every other person who knowingly
authorizes, directs, aids in, issues or executes, or causes to be issued or
executed, any stock or stock certificate or other evidence of interest or
ownership, or bond, note or other evidence of indebtedness((, in
nonconformity with the order of the commission authorizing the same, or))
contrary to the provisions of this chapter, or who((, in any proceedings
before the commission,)) knowingly makes any false statement or
representation or with knowledge of its falsity files or causes to be filed
with the commission any false statement or representation ((which said
statement or representation so made, filed or caused to be filed may tend in
any way to influence the commission to make an order authorizing the issuance
of any stock or stock certificate or other evidence of interest or ownership,
or any bond, note or other evidence of indebtedness, or which results in
procuring from the commission the making of any such order, or who, with
knowledge that any false statement or representation was made to the commission
in any proceedings tending in any way to influence the commission to make such
order, issues or executes or negotiates, or causes to be issued, executed or
negotiated any such stock or stock certificate or other evidence of interest or
ownership, or bond, note or other evidence of indebtedness, or who, directly or
indirectly, knowingly applies,)) or causes or assists to be applied the
proceeds or any part thereof, from the sale of any stock or stock certificate
or other evidence of interest or ownership, or bond, note or other evidence of
indebtedness, to any purpose not ((specified in the commission's order, or
to any purpose specified in the commission's order in excess of the amount
authorized for such purpose,)) allowed by this chapter or who, with
knowledge that any stock or stock certificate or other evidence of interest or
ownership, or bond, note or other evidence of indebtedness, has been issued or
executed in violation of any of the provisions of this chapter negotiates, or
causes the same to be negotiated, shall be guilty of a gross misdemeanor.
Sec. 13. RCW 81.08.130 and 1961 c 14 s 81.08.130 are each amended to read as follows:
((No)) Any
public service company ((shall henceforth)) that assumes
any obligation or liability as guarantor, indorser, surety or otherwise in
respect to the securities of any other person, firm or corporation, when such
securities are payable at periods of more than twelve months after the date
thereof, ((without having first secured from the commission an order
authorizing it so to do. Every such assumption made other than in accordance
with the order of the commission authorizing the same shall be void)) shall
comply with the filing requirements of RCW 81.08.040.
NEW SECTION. Sec. 14. A new section is added to chapter 81.08 RCW to read as follows:
No action by a public service company in compliance with nor by the commission in conformance with the requirements of this chapter may in any way affect the authority of the commission over rates, service, accounts, valuations, estimates, or determinations of costs, or any matters whatsoever that may come before it.
NEW SECTION. Sec. 15. The following acts or parts of acts are each repealed:
(1) RCW 81.08.010 and 1981 c 13 s 3, 1965 ex.s. c 105 s 3, & 1961 c 14 s 81.08.010;
(2) RCW 81.08.050 and 1961 c 14 s 81.08.050;
(3) RCW 81.08.060 and 1961 c 14 s 81.08.060; and
(4) RCW 81.08.105 and 1983 c 4 s 11 & 1961 c 14 s 81.08.105.
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