§ 8-1-2-84 — Merger or consolidation; acquisition, lease, sale, or encumbrance of property

Indiana § 8-1-2-84

• Jurisdiction: Indiana
• Art. 1: UTILITIES GENERALLY
• Ch. 2: Utility Regulation

Text

(a) With the consent and approval of the
commission and with the authority of their stockholders as provided in
this chapter, but not otherwise, any two (2) or more public utilities
furnishing a like service or product and doing business in the same
municipality or locality within Indiana, or any two (2) or more public
utilities whose lines intersect or parallel each other within Indiana, may
be merged and may enter into contracts with each other which will
enable such public utilities to operate their plants or lines in connection
with each other. Before any merger shall become effective there shall
be filed with the commission proof that the voting stockholders have
authorized or consented to such merger. If the law under which the
company is incorporated or reorganized so provides, then the
authorization and consent of the holders of the majority of the voting
stock shall be shown. In all other cases the consent of the holders of
three-fourths (3/4) of the outstanding voting stock of the company shall
be shown. Such authority and consent may be shown by filing with the
commission a certified copy of the minutes of a stockholders' meeting
or by filing with the commission a written consent of such holders or
both. In case of such merger, union, or consolidation, dissenting
stockholders shall apply to the commission within sixty (60) days after
approval by the commission to have the value of their stock assessed
and determined. Stockholders not so applying shall be held to have
assented. Upon the determination of the value of the stock of such
dissenting stockholder, the corporation in which they are stockholders
may within sixty (60) days pay the dissenting stockholders for their
stock the appraised value thereof, or may elect to abandon the merger,
union, or consolidation by filing with the commission notice of such
election.
(b) It shall not be necessary for any public utility merging, uniting,
or consolidating to comply with such provisions of any law governing
the procedure in the merger, union, or consolidation of corporations as
are in conflict with the provisions of this chapter. This chapter shall not
create any new right of merger or enlarge any such right but is intended
only to prescribe and simplify the proceedings in mergers which are
authorized by other statutes.
(c) Any such public utility may purchase or lease the used and
useful property, plant, or business, or any part thereof, of any other
such public utility at a price and on terms approved by the commission.
Whenever, in the case of any such purchase, the amount to be paid by
the purchaser for the property, plant, or business to be purchased shall
be an amount in excess of five percent (5%) of the book cost to the
purchaser of all the properties, plants, and business owned by it at the
time application is made to the commission for approval of such
purchase, or whenever, in the case of any such lease, the book cost to
the lessor of the property, plant, or business to be leased shall be an
amount in excess of five percent (5%) of the book cost to the lessee of
all the properties, plants, and business owned by the lessee at the time
application is made to the commission for approval of such lease, there
shall be obtained from the holders of three-fourths (3/4) of the voting
stock of such purchaser or lessee their consent, authority, and approval
to such purchase or lease.
(d) Any such public utility may purchase or lease the used and
useful property, plant, or business, or any part thereof, of a municipally
owned utility, as used in this chapter, owned or operated by a city
having a population of more than one hundred fifty thousand (150,000)
and less than five hundred thousand (500,000), with the approval of the
commission at a price or rental and on terms approved by the
commission.
(e) Any such public utility may sell or lease its used or useful
property, plant, or business, or any part thereof, to any other such
public utility at a price and on terms approved by the commission.
Whenever in the case of any such sale or lease the book cost to the
seller or lessor of such property, plant, or business to be sold or leased
shall be an amount in excess of five percent (5%) of the book cost to
such seller or lessor of all the properties, plants, and business owned by
it at the time application is made to the commission for approval of
such sale or lease, there shall be obtained from the holders of
three-fourths (3/4) of the voting stock of such seller or lessor their
consent, authority, and approval to such sale or lease. Whenever in the
case of any such sale or lease the book cost to the seller or lessor of
such property, plant, or business to be sold or leased shall be an amount
in excess of twenty percent (20%) of the book cost to such seller or
lessor of all the properties, plants, and business owned by it at the time
application is made to the commission for approval of such sale or
lease, dissenting stockholders of such seller or lessor shall, if the sale
or lease is consummated, be paid for their stock the appraised value
thereof as determined by the commission. Dissenting stockholders in
such a case shall, within sixty (60) days after publication of notice of
the approval by the commission of such sale or lease, apply to the
commission to have the value of their stock assessed and determined.
Stockholders not so applying shall be held to have assented. Such
publication of notice shall be given by the seller or lessor to its
stockholders by publishing such notice once each week for three (3)
successive weeks in a newspaper of general circulation printed in the
English language and published in Marion County, Indiana. Upon
determination of the value of the stock of such dissenting stockholders
such seller or lessor may within sixty (60) days either pay the
dissenting stockholders for their stock the appraised value thereof or
elect to abandon the sale or lease by filing with the commission notice
of its election to abandon.
(f) No such public utility shall encumber its used and useful
property or business or any part thereof without the approval of the
commission and the consent, authority, and approval of the owners of
three-fourths (3/4) of its voting stock.
(g) Any public utility corporation upon the order of a majority of its
board of directors and with the approval of the commission may
acquire, purchase or lease any real or personal estate or other property
of any other public utility not used and useful in the public service of
such other public utility.
(h) Any public utility corporation, upon the order of a majority of its
board of directors and with the approval of the commission, may sell
and convey or lease to any other public utility corporation any of its
real or personal estate or other property not used and useful in its
public service.
Formerly: Acts 1913, c.76, s.95.5; Acts 1925, c.54, s.2; Acts
1939, c.19, s.3; Acts 1973, P.L.61, SEC.1. As amended by
P.L.23-1988, SEC.25; P.L.1-1989, SEC.15; P.L.12-1992, SEC.57;
P.L.11-2023, SEC.34.