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PDFWAC 480-73-170

Issuing securities.

(1) Before a pipeline company issues stocks, stock certificates, other evidence of interest or ownership, bonds, notes, or other evidences of indebtedness, or assumes any obligation or liability as guarantor subject to reporting under RCW 81.08.130, it must file with the commission:
(a) A description of the purposes for which the issuance will be made, including a certification by an officer authorized to do so, that the proceeds from any such financing is for one or more of the purposes allowed by RCW 81.08.030;
(b) A description of the proposed issuance, including the terms of financing; and
(c) A statement as to why the transaction is in the public interest.
(2) Filing a Registration Statement with the Securities and Exchange Commission using a shelf registration process does not constitute undertaking the issuance of a security, and therefore a filing with the commission is not required under the provisions of RCW 81.08.040. A shelf registration filing is defined under the General Rules and Regulations promulgated under the Securities Act of 1933, Rule 415 - Delayed or Continuous Offering and Sale of Securities.
(3) An authorized representative must sign and date the filing and include a certification or declaration that the information is true and correct under penalty of perjury as set forth in chapter 9A.72 RCW. The certificate or declaration must be in substantially the following form:
"I certify (or declare) under penalty of perjury under the laws of the State of Washington that the foregoing is true and correct."
(4) Within sixty days after the issuance of any securities, except for dividend reinvestment and employee benefit plans, a pipeline company must file with the commission a verified statement:
(a) Outlining the final terms and conditions of the transaction; and
(b) Setting forth actual proceeds from the issuance and, to the extent known, the disposition of proceeds stating the final amount to be used for each purpose allowed by RCW 81.08.030.
[Statutory Authority: RCW 80.01.040, 80.04.160, and 81.04.160. WSR 05-17-026 (Docket No. A-021178 and TO-030288, General Order No. R-522), ยง 480-73-170, filed 8/5/05, effective 9/5/05.]
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