Minnesota Administrative Rules

7825.1400 FILING REQUIREMENTS FOR CAPITAL STRUCTURE APPROVAL.

Petitions for approval of capital structure shall contain one original and three copies of the following data, either in the body of the petition or in exhibits attached thereto:

A.

A descriptive title.

B.

A table of contents.

C.

The exact name of the petitioner and address of its principal business office.

D.

Name, address, and telephone number of the person authorized to receive notices and communications with respect to the petition.

E.

A verified statement by a responsible officer of the petitioner attesting to the accuracy and completeness of the enclosed information.

F.

The purpose for which the securities are to be issued.

G.

Copies of resolutions by the directors authorizing the petition for the issue or assumption of liability in respect to which the petition is made; and if approval of stockholders has been obtained, copies of the resolution of the stockholders shall be furnished.

H.

A statement as to whether, at the time of filing of the petition, the petitioner knows of any person who is an "affiliated interest" within the meaning of Minnesota Statutes, section 216B.48, subdivision 1, who has received or is entitled to receive a fee for services in connection with the negotiations or consummation of the issuance of the securities, or for services in securing underwriters, sellers, or purchasers of the securities.

I.

A signed copy of the opinion of counsel in respect to the legality of the issue or assumption of liability.

J.

A balance sheet dated no earlier than six months prior to the date of the petition together with an income statement and statement of changes in financial position covering the 12 months then ended. When the petitions include long-term securities, such statements shall show the effects of the issuance on such balance sheet and income statement.

K.

A description of the security or securities to be issued.

L.

An estimate of the interest or dividend cost per $100 principal amount, except in the case of common stock, and a description of any anticipated terms or indenture provisions.

M.

If the petitioner is a corporation, a copy of its current articles of incorporation certified by the secretary of state of incorporation. If the current articles have already been filed, the petitioner need only make specific reference to such filings.

N.

The following information shall be attached as exhibits to the petition:

(1)

the amount and kinds of stock authorized by articles of incorporation and amount outstanding;

(2)

the terms of preference of preferred stock, whether cumulative or participating, or on dividends or assets, or otherwise;

(3)

a brief description of each security agreement, mortgage, and deed of trust upon petitioner's property, showing date of execution, debtor, and secured party, mortgagor and mortgagee and trustor and beneficiary, amount of indebtedness authorized to be secured thereby, and amount of indebtedness actually secured, together with any sinking fund provision;

(4)

the amount of bonds authorized and issued that exceed one percent of total debt giving the name of the public utility which issued same, describing each class separately, and giving the date of issue, par value, rate of interest, date of maturity, and how secured, together with the amount of interest paid thereon during the last fiscal year;

(5)

each note outstanding with a maturity of more than one year and which exceeds one percent of total debt, giving the date of issue, the amount, the date of maturity, the rate of interest, in whose favor, together with the amount of interest paid thereon during the last fiscal year;

(6)

other indebtedness with a maturity of more than one year, by class, together with the amount of interest paid thereon during the last fiscal year;

(7)

the rate and amount of dividends paid during the five previous fiscal years.

O.

A statement of the manner in which such securities will be issued; and if invitations for sealed written proposals (competitive bidding) are not anticipated, an explanation of the decision not to invite such proposals shall be submitted.

P.

A copy of each plan, offer, or agreement for the reorganization or readjustment of indebtedness or capitalization or for the retirement or exchange of securities.

Q.

If any of the above filing requirements are provided in petitions or applications to other regulatory agencies, then such petitions or applications, properly cross-referenced in item B, may be submitted in lieu of the specific filing requirements.

R.

Such additional information that the staff or commission may require in a particular case.

S.

If a filing requirement does not apply, it shall be so stated with an explanation why it does not apply.

Statutory Authority:

MS s 216B.08; 216B.49

Published Electronically:

January 20, 2005