Office of Utility Consumer Counselor v. Public Service Co. of Indiana, Inc., 93S02-9302-EX-224
| Citation | 608 N.E.2d 1362 |
| Decision Date | 11 February 1993 |
| Docket Number | No. 93S02-9302-EX-224,93S02-9302-EX-224 |
| Parties | Util. L. Rep. P 26,295 OFFICE OF UTILITY CONSUMER COUNSELOR, Appellant, v. PUBLIC SERVICE COMPANY OF INDIANA, INC., Appellee. |
| Court | Indiana Supreme Court |
The issue in this case is whether Section 83(a) of the Indiana Utility Regulatory Commission Act requires the Indiana Utility Regulatory Commission to conduct a hearing regarding the creation of a holding company by Public Service Company of Indiana, Inc. ("PSI"). We conclude that such a hearing is not required.
In November of 1987, PSI, pursuant to the Federal Power Act Sec. 203(a), 16 U.S.C. Sec. 824b(a) (1935), filed an application with the Federal Energy Regulatory Commission ("FERC") for approval of a "corporate reorganization," Record at 21, effected by "a statutory exchange of stock whereby PSI will emerge as a subsidiary of a new holding company." Record at 24. In the proposed exchange, each issued share of PSI common stock outstanding would be automatically exchanged for one newly issued share of the holding company. Thus, the holding company would receive all of the common stock of PSI outstanding before the reorganization, rendering PSI a subsidiary of the holding company with the former PSI shareholders becoming owners of the common stock of the holding company. Unaffected by this exchange would be PSI preferred stockholders, who would retain the same accrued rights and preferences as before the exchange, as well as holders of first mortgage bonds of PSI. Record at 25. Further, PSI would continue to operate in the same manner after the exchange as before it. Record at 25.
Upon learning of PSI's restructuring application with FERC, the Office of Utility Consumer Counselor ("Consumer Counselor"), asserting application of Ind.Code Sec. 8-1-2-83(a) ("Section 83(a)"), filed a motion with the Indiana Utility Regulatory Commission to set a hearing to determine whether PSI's proposed stock transfer should be approved. PSI responded by filing a motion with the Commission to dismiss the Consumer Counselor's hearing petition. On May 4, 1988, the Commission granted PSI's motion to dismiss. The Consumer Counselor appealed, asserting that Section 83(a) requires the Commission to conduct a hearing regarding the formation of a public utility holding company. The Court of Appeals agreed, reversed the Commission's dismissal order, and directed the Commission to conduct a hearing on the proposed holding company formation. Office of Util. Consumer Counselor v. Public Serv. Co. of Indiana, Inc. (1992), Ind.App., 592 N.E.2d 709. We grant transfer.
On appeal the issue presented by the Consumer Counselor is whether the stock exchange between PSI and the holding company constitutes a transfer of control encompassed by the language of Section 83(a), which states in relevant part:
No public utility, as defined in section 1 [IC 8-1-2-1] of this chapter, shall sell, assign, transfer, lease, or encumber its franchise, works, or system to any other person, partnership, or corporation, or contract for the operation of any part of its works or system by any other person, partnership, or corporation without the approval of the commission after hearing.
Ind.Code Sec. 8-1-2-83(a). The Consumer Counselor contends that Section 83(a) applies to require a hearing and alleges that potential dire consequences for utility rate payers may result from the unregulated activities of the holding company.
This Court has acknowledged that the broad grant of regulatory authority given the Commission by the legislature includes implicit powers necessary to effectuate the statutory regulatory scheme. Northern Indiana Pub. Serv. Co., Inc. v. Citizens Action Coalition (1989), Ind., 548 N.E.2d 153, 158. However, we are not free to construe a statute which is unambiguous, and our ability to effect perceived legislative purpose is necessarily limited to the language of the statute. Evans v. Yankeetown Dock Corp. (1986), Ind., 491 N.E.2d 969, 971-72.
We cannot reasonably infer from the specific language of Section 83(a) an authorization for the Commission to conduct hearings for the approval of transfers of individual shareholders' stock effecting the formation of a holding company. The contemplated exchange for holding company stock does not involve a sale, assignment, transfer, lease, or encumbrance of PSI's franchise, works, or system, all of which PSI will continue to own. Only the shares of PSI stock are being transferred.
Because there is nothing within the plain meaning of the language in Section 83(a) that requires a hearing or approval by the Commission regarding the proposed stock transfer, we therefore reject the contentions of the Consumer Counselor that Section 83(a) requires the Commission to conduct a hearing with regard to the creation of, or transfer of shareholders' stock to, a holding company.
Transfer is granted. We affirm the Indiana Utility Regulatory Commission order issued May 4, 1988, dismissing the Petition of the Office of Utility Consumer Counselor for a hearing regarding the creation of a holding company by Public Service Company of Indiana, Inc.
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