[Federal Register Volume 61, Number 237 (Monday, December 9, 1996)]
[Notices]
[Pages 64930-64931]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-31222]


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NUCLEAR REGULATORY COMMISSION

[Docket Nos. 50-445 and 50-446]


Texas Utilities Electric Company (Comanche Peak Steam Electric 
Station Units 1 and 2); Order Approving Application Regarding the 
Corporate Restructuring of Texas Utilities Company, the Parent Holding 
Company, for Texas Utilities Electric Company, To Facilitate the 
Acquisition of Enserch Corporation

I

    Texas Utilities Electric Company (TUEC) is sole owner of Comanche 
Peak Steam Electric Station (CPSES), Units 1 and 2. TUEC holds Facility 
Operating License Nos. DPR-87 and DPR-89 issued by the U.S. Nuclear 
Regulatory Commission (NRC) pursuant to Part 50 of Title 10 of the Code 
of Federal Regulations (10 CFR Part 50) on April 17, 1990, and April 6, 
1993, respectively. Under these licenses, TUEC has the authority to 
possess and operate Comanche Peak Steam Electric Station, Units 1 and 
2, located in Somervell County, TX. TUEC is currently a wholly owned 
subsidiary of Texas Utilities Company (TUC).

II

    By letter dated September 20, 1996, TUEC informed the Commission 
that TUC was in the process of implementing a corporate restructuring 
to facilitate TUC's acquisition of ENSERCH Corporation (ENSERCH). The 
acquisition will be accomplished through the following merger 
transactions: (1) the formation of a new Texas Corporation, TUC Holding 
Company, and two new subsidiaries of TUC Holding Company (i.e., TUC 
Merger Corporation and Enserch Merger

[[Page 64931]]

Corporation); (2) the merger of TUC Merger Corporation with and into 
TUC with TUC being the surviving corporation; and (3) the merger of 
Enserch Merger Corporation with and into ENSERCH with ENSERCH being the 
surviving company. Upon the consummation of these transactions, TUC and 
ENSERCH will both become wholly owned subsidiaries of TUC Holding 
Company, which will change its name to Texas Utilities Company. TUEC 
would continue to remain the sole owner and operator of CPSES, Units 1 
and 2. Upon consummation of the restructuring, current stockholders of 
TUC would become stockholders of the new TUC and would hold 
approximately 94 percent of the issued and outstanding shares of common 
stock of the new TUC. In addition, current stockholders of ENSERCH 
would also become stockholders of the new TUC and would hold the 
remaining 6 percent of the common stock of the new TUC. TUEC requested, 
to the extent necessary, the Commission's approval of the corporate 
restructuring, pursuant to 10 CFR 50.80. Notice of this application for 
approval was published in the Federal Register on November 13, 1996 (61 
FR 58256), and an Environmental Assessment and Finding of No 
Significant Impact was published in the Federal Register on November 
19, 1996 (61 FR 58897).
    Under 10 CFR 50.80(a), no license shall be transferred, directly or 
indirectly, through transfer of control of the license, unless the 
Commission shall give its consent in writing. Upon review of the 
information submitted in the letter of September 20, 1996, and other 
information before the Commission, the NRC staff has determined that 
the restructuring of TUC will not affect the qualifications of TUEC as 
holder of the licenses, and that the transfer of control of the 
licenses for CPSES, to the extent effected by the restructuring of TUC, 
is otherwise consistent with applicable provisions of law, regulations, 
and orders issued by the Commission, subject to the conditions set 
forth herein. These findings are supported by a Safety Evaluation dated 
November 29, 1996.

III

    Accordingly, pursuant to Sections 161b, 161i, 161o, and 184 of the 
Atomic Energy Act of 1954, as amended, 42 USC Secs. 2201(b), 2201(i), 
2201(o) and 2234, and 10 CFR 50.80, it is hereby ordered that the 
Commission approves the application regarding the restructuring of TUC 
subject to the following: (1) TUEC shall provide the Director of the 
Office of Nuclear Reactor Regulation a copy of any application, at the 
time it is filed, to transfer (excluding grants of security interests 
or liens) from TUEC to its direct or indirect parent company or to any 
other affiliated company, facilities for the production, transmission, 
or distribution of electric energy having a depreciated book value 
exceeding 10 percent (10%) of TUEC's consolidated net utility plant, as 
recorded on TUEC's books of account; and (2) should the restructuring 
of TUC not be completed by December 31, 1997, this Order shall become 
null and void, provided, however, on application and for good cause 
shown, such date may be extended.

IV

    By January 8, 1997, any person adversely affected by this Order may 
file a request for a hearing with respect to issuance of the Order. Any 
person requesting a hearing shall set forth with particularity how that 
interest is adversely affected by this Order and shall address the 
criteria set forth in 10 CFR 2.714(d).
    If a hearing is to be held, the Commission will issue an order 
designating the time and place of such hearing.
    The issue to be considered at any such hearing shall be whether 
this Order should be sustained.
    Any request for a hearing must be filed with the Secretary of the 
Commission, U.S. Nuclear Regulatory Commission, Washington, DC 20555-
0001, Attention: Docketing and Services Branch, or may be delivered to 
11555 Rockville Pike, Rockville, Maryland between 7:45 am and 4:15 pm 
Federal workdays, by the above date. Copies should be also sent to the 
Office of the General Counsel, and to the Director, Office of Nuclear 
Reactor Regulation, U.S. Nuclear Regulatory Commission, Washington, DC 
20555, and to George L. Edgar, Esquire, Morgan, Lewis & Bockius, 1800 M 
Street, N.W., Washington, DC 20036-5869, attorney for TUEC.
    For further details with respect to this Order, see the application 
for approval of the corporate restructuring dated September 20, 1996, 
which is available for public inspection at the Commission's Public 
Document Room, the Gelman Building, 2120 L Street, N.W., Washington, 
DC, and at the local public document room located at the University of 
Texas at Arlington Library, Government Publications/Maps, 702 College, 
P.O. Box 19497, Arlington, TX 76019.

    Dated at Rockville, Maryland, this 29th day of November 1996.

    For the Nuclear Regulatory Commission.
Frank J. Miraglia,
Acting Director, Office of Nuclear Reactor Regulation.
[FR Doc. 96-31222 Filed 12-6-96; 8:45 am]
BILLING CODE 7590-01-P