Message-ID: <4665403.1075859660971.JavaMail.evans@thyme> Date: Thu, 9 Nov 2000 07:16:00 -0800 (PST) From: jrutkows@llgm.com To: hhaltom@andrews-kurth.com, don.miller@enron.com, mark.e.haedicke@enron.com, stuart.zisman@enron.com, jklauber@llgm.com, sbehrend@llgm.com Subject: Re: 1935 Act Approval Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit X-From: "JOANNE RUTKOWSKI" X-To: , , , , "JOHN G KLAUBERG" , "SAMUEL BEHRENDS" X-cc: X-bcc: X-Folder: \Mark_Haedicke_Dec2000_1\Notes Folders\All documents X-Origin: Haedicke-M X-FileName: mhaedic.nsf Genco is a subsidiary of A, a registered holding company under the 1935 Act. Under Section 6 of the 1935 Act, companies in a registered system (that is, Genco and A) require SEC approval to issue and sell securities. A has an existing basket of authority, up to approximately $440 million, under can issue and sell securities and/or provide credit support to finance the acquistion and operations of EWGs such as the Peakers. If A wishes to increase that authority, the SEC will require letters from each of A's retail regulators (Pennsylvania, Maryland, West Virginia, Virginia and Ohio). The question is not whether A can obtain those letters; rather, the issue is one of timing, in particular, the potential delay associated with the state processes. In contrast, no state letters are required for Genco to increase its financing authority. Further, the application and review process should be very straightforward given the financial strength of Genco and the A system generally. A final concern is the potential for delay associated with any regulatory process. This concern can be best addressed by establishing a deadline for fiiling a "complete" application, ensuring that we have the opportunity to review and comment on any submissions and, off the record, by our discussions with the SEC staff. Hope this is helpful. Best Joanne