N.J. Admin. Code § 7:26H-3.4

Current through Register Vol. 56, No. 21, November 4, 2024

Section 7:26H-3.4 - Petitions for approval of a merger or consolidation

(a) No solid waste utility shall consolidate or merge with another solid waste disposal or solid waste collection utility or be dissolved without prior approval of the Department. Nor shall any solid waste collection utility consolidate or merge with any other person or business concern without prior approval by the Department.

(b) Petitions for the approval of a merger or consolidation shall conform to the requirements of N.J.A.C. 7:26H-2, to the extent applicable, and shall take the form of a Notice of Intent and in the body thereof, or in attached exhibits, also provide the following information:

1. A copy of the agreement of merger or consolidation;

2. Copies of corporate resolutions of the stockholders of each of the corporations authorizing the transaction;

3. The two most recent quarterly financial statements of each company and a pro forma balance sheet of the continuing company;

4. Copies of certificates of incorporation of each corporation to be merged and amendments thereto, if not heretofore filed with the Division;

5. The total number of shares of each of the various classes of capital stock proposed to be issued, if any, by the surviving corporation; the par or stated value per share and the total amount of new capital stock to be issued;

6. The percentage, and the manner in which, if any, the presently outstanding capital stock of the corporations involved will be exchanged for the new stock of the surviving corporation;

7. Whether any franchise cost is proposed to be capitalized on the books of the surviving corporation, and, if so, the reasons therefor, and in what manner and over what period the items are proposed to be amortized;

8. The names and address of the new officers, directors and principal stockholders and the number of shares to be held by each in the surviving corporation;

9. Proposed changes, if any, by the surviving corporation, in company policies with respect to finances, operations, accounting, rates, depreciation, operating schedules, maintenance and management affecting the public interest;

10. Proof of service of notice of the proposed merger to the public, the municipalities being served by the companies to be merged, and the solid waste utilities serving in the area, pursuant to 7:26H-2.3(e);

11. Proof of compliance with rules, regulations and statutes requiring approval from other State and Federal regulatory agencies having jurisdiction in the matter; and

12. A statement of the fees and expenses to be incurred in connection with the merger and the accounting disposition to be made thereof on the books of the surviving corporation.

N.J. Admin. Code § 7:26H-3.4