Fla. Admin. Code R. 25-8.009

Current through Reg. 50, No. 235-239, December 10, 2024

Section 25-8.009 - Consummation Reports

Within 90 days after the end of any fiscal year in which it issues securities, each utility issuing debt or equity in a fiscal year shall file either an original and three copies or an original, one copy, and a copy on diskette of a securities transaction consummation report with the Commission. The report shall list each issue that occurred in the fiscal year just ended, and state each issue's terms and conditions, any amounts realized or net proceeds from each issue, and the expenses of each issue. The report shall also contain a statement showing capitalization, pretax interest coverage, and debt interest and preferred stock dividend requirements as of the end of the preceding fiscal year. Each utility shall concurrently file either four copies or two copies and a copy on diskette of the following:

(1) Copies of each mortgage, indenture, or other agreement under which the securities were issued and of the prospectus, and any supplement or amendment thereto for each security issued, if applicable.

(2) A copy of each signed opinion of counsel with respect to the legality of each issue.

(3) A copy of each first filing of registration with the Securities and Exchange Commission, complete with financial exhibits, any other statements filed with that agency concerning each issue, including the utility's most current Form 10-K, and a copy of each application and exhibit filed with any other state regulatory body in connection with each issue.

(4) A copy of all contracts, underwritings, and other arrangements providing for the sale or marketing of the securities.

(5) A statement as to underwriter's and finder's fees, if any, for each issue as follows:

(a) The name and address of each underwriter, the respective amount underwritten, and the amount of the underwriter's fee.

(b) The name and address of each known person receiving or entitled to a fee other than an underwriter's fee for services in connection with the negotiation or consummation of an issue or sale of securities, or for services in securing underwriters, sellers or purchasers of securities, and the amount of such fee. For the purpose of this subsection, such a fee shall be referred to as a finder's fee, but shall not include fees paid or to be paid for technical services or for the services of an attorney or an accountant.

(c) The affiliation, direct or indirect, through directors, officers, or stockholders, or through ownership of securities or otherwise existing between applicant and any such underwriter or finder.

(d) When a finder's fee is involved, the facts showing the necessity for the employment of the finder, the services rendered, and the reasonableness of the fee.

Fla. Admin. Code Ann. R. 25-8.009

Rulemaking Authority 366.05 FS. Law Implemented 366.04 FS.

Repromulgated 1-8-75, Amended 10-12-81, Formerly 25-8.09, Amended 7-27-86, 7-27-95.

New 1-8-75, Amended 10-12-81, Formerly 25-8.09, Amended 7-27-86, 7-27-95.