Thanks.  As long as the business guys (and King & Spalding) aren't preventing the appropriate filings, I'll assume this deal is done.

Jim

-----Original Message-----
From: Lindberg, Susan 
Sent: Wednesday, September 19, 2001 8:46 AM
To: Steffes, James D.; Nicolay, Christi L.
Subject: RE: Sale of our 50% interest in Doyle to Walton County EMC


No, outside counsel (Bracewell) have confirmed my research that a 203 filing is required.  Bracewell is helping with the 203 filing but King and Spalding are on the purchase and sale agreement.

-----Original Message-----
From: Steffes, James D. 
Sent: Wednesday, September 19, 2001 8:40 AM
To: Lindberg, Susan; Nicolay, Christi L.
Subject: FW: Sale of our 50% interest in Doyle to Walton County EMC


Do we need to have a meeting to work through this?  What outside counsel is supporting the sale right now?

Jim

-----Original Message-----
From: Tapscott, Ron 
Sent: Thursday, September 13, 2001 1:50 PM
To: Lindberg, Susan; Jacoby, Ben; Nicolay, Christi L.
Cc: Zisman, Stuart; Steffes, James D.; Schwartzenburg, John
Subject: RE: Sale of our 50% interest in Doyle to Walton County EMC


but I was of the understanding that the filings were tied to price changes resulting in a different charge to OPC.

thanks, ron.

-----Original Message-----
From: Lindberg, Susan 
Sent: Thursday, September 13, 2001 11:53 AM
To: Jacoby, Ben; Nicolay, Christi L.; Tapscott, Ron
Cc: Zisman, Stuart; Steffes, James D.; Schwartzenburg, John
Subject: RE: Sale of our 50% interest in Doyle to Walton County EMC


The filing is required since this is an EWG with cost-based rate authority.  The requirement extends even to indirect transfers of ownership such as this one.

-----Original Message-----
From: Jacoby, Ben 
Sent: Thursday, September 13, 2001 11:30 AM
To: Lindberg, Susan; Nicolay, Christi L.; Tapscott, Ron
Cc: Zisman, Stuart; Steffes, James D.; Schwartzenburg, John
Subject: RE: Sale of our 50% interest in Doyle to Walton County EMC


Are we sure that this is required in the context of (i) a transfer of the stock in Doyle owned by Powergen Investco LLC, which represents 50% of the equity interest in Doyle, or (ii) an upstream transfer of 100% of the stock in Powergen to Walton EMC?


-----Original Message-----
From:	Lindberg, Susan
Sent:	Thu 9/13/2001 11:09 AM
To:	Jacoby, Ben; Nicolay, Christi L.; Tapscott, Ron
Cc:	Zisman, Stuart; Steffes, James D.
Subject:	RE: Sale of our 50% interest in Doyle to Walton County EMC

Since this is a transfer of jurisdictional assets, the filing required is pursuant to Section 203 of the Federal Power Act and Part 33 of the Commission's regulations. Part 33 lists information to be provided and it is fairly extensive.  In order to show that the transaction is in the public interest, the Commission requires that you provide a description of each applicant's business activities, ownership, affiliates and subsidiaries (with a description of their business activities), a list of wholesale power sales customers of the applicants, and of course a description of the transaction.  We made a similar filing recently for the New Albany sale.  

There may also have to be a Section 205 filing made if any tariff revisions are required. This is usually a pretty quick filing to prepare.  In the case of the New Albany sale, some minor changes had to be made to the affiliate portion of the tariff sheets.

For the New Albany sale, we used LeBoeuf, Lamb as our counsel.  (Christi -- is this typical, or do we sometimes use Bracewell instead?  In any event, if closing is imminent it sounds as if we need to proceed very quickly.  Please call to discuss.)

-----Original Message-----
From: Jacoby, Ben 
Sent: Thursday, September 13, 2001 10:45 AM
To: Nicolay, Christi L.; Tapscott, Ron
Cc: Zisman, Stuart; Lindberg, Susan; Steffes, James D.
Subject: RE: Sale of our 50% interest in Doyle to Walton County EMC


What is the specific regulatory approval required?


-----Original Message-----
From:	Nicolay, Christi L.
Sent:	Thu 9/13/2001 10:36 AM
To:	Tapscott, Ron
Cc:	Jacoby, Ben; Zisman, Stuart; Lindberg, Susan; Steffes, James D.
Subject:	RE: Sale of our 50% interest in Doyle to Walton County EMC

Yes. this requires regulatory approval.  It would be a filing that has a 21 day notice period.  It typically requires 45 - 60 days for approval, but we could ask for expedited approval.  I would recommend hiring Andrea Settanni at B&P to make the filing.  She said it would be less than $5000.  I think that on the past sales, either ENA legal or the commercial group hires the outside counsel.  Susan Lindberg can help coordinate it.  Thanks.

	 -----Original Message-----
	From: 	Tapscott, Ron  
	Sent:	Thursday, September 13, 2001 10:29 AM
	To:	Nicolay, Christi L.
	Cc:	Jacoby, Ben; Zisman, Stuart
	Subject:	FW: Sale of our 50% interest in Doyle to Walton County EMC

	Christi,

	if we are selling our interest in Doyle I LLC to Walton EMC, does this require any regulatory approval?  Keep in mind that it will be PGI selling its interest to Walton EMC in the Doyle I LLC.  Doyle I LLC contniues to be the counterparty to the PPA.  It would seem that this should not be a reg issue but we want to make sure.

	Thanks, Ron.

	 -----Original Message-----
	From: 	Zisman, Stuart  
	Sent:	Thursday, September 13, 2001 10:03 AM
	To:	Tapscott, Ron
	Cc:	Tweed, Sheila
	Subject:	RE: Sale of our 50% interest in Doyle to Walton County EMC

	Ron,

	Given that you want to close by the end of the month, has anyone checked to see what regulatory approval will be needed to transfer our 50% interest.  I suspect that we will need FERC approval as Doyle is an EWG with "cost-based-rate" authority.  As an aside, Dan Watkiss did the regulatory work and might be able to respond most quickly.

	Stuart


			 -----Original Message-----
			From: 	Tapscott, Ron  
			Sent:	Thursday, September 13, 2001 9:58 AM
			To:	Zisman, Stuart
			Subject:	

			Stuart,

			here is the agreement.  The black-line version is included as well.

			Thanks, Ron.



			 << File: 3b1b03!.DOC >> 



			 << File: 3b98RED.DOC >>