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In the Matter of Portland General Electric Company, Trojan Nuclear Plant and Trojan Independent Spent Fuel Storage Installation; Order Approving Application Regarding Proposed Corporate Acquisition (Northwest Energy Corporation Purchase of Portland General Electric Company)

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Portland General Electric Company (PGE or the licensee) owns a 67.5 percent interest in the Trojan Nuclear Plant (TNP or Trojan) located on the west bank of the Columbia River in Columbia County, Oregon, and in connection with that interest, is a holder of Facility Operating License No. NPF-1 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 November 21, 1975. Under this license, PGE has the authority to possess and maintain but not operate TNP. PGE also owns a 67.5 percent interest in the Trojan Independent Spent Fuel Storage Installation (ISFSI) and accordingly, is a holder of Materials License No. SNM-2509 for the Trojan ISFSI. PGE is currently a wholly-owned subsidiary of Enron Corporation (Enron). PacifiCorp and the Eugene Water and Electric Board own the remaining 2.5 percent and 30 percent interests, respectively, in TNP and the Trojan ISFSI, but are not involved in the transaction described below affecting PGE, which is the subject of this Order.


By an application dated December 6, 2001, as supplemented by a letter dated January 31, 2002 (collectively referred to as the application herein), PGE requested approval of an indirect transfer of the license for TNP and the license for the Trojan ISFSI, to the extent held by PGE. The requested transfers relate to a proposed purchase of all the issued and outstanding common stock of PGE owned by PGE's current parent, Enron, by Northwest Energy Corporation, also known as Northwest Natural Holdco (NW Natural Holdco). PGE is an Oregon corporation engaged principally in the generation, transmission, distribution, and sale of electric energy in Oregon.

On October 5, 2001, Enron and Northwest Natural Gas Company (NW Natural) entered into a Stock Purchase Agreement providing for the purchase by NW Natural Holdco from Enron of all of the issued and outstanding common stock of PGE, subject to certain conditions, including the approval of the NRC. NW Natural will be a wholly-owned subsidiary of NW Natural Holdco, a newly-formed Oregon corporation. The purchase will not affect PGE's status as a regulated public electric utility in the State of Oregon. No direct transfer of the TNP or Trojan ISFSI licenses will occur. Also, no changes to activities under the licenses or to the licenses themselves are being proposed in the application.

Approval of the indirect transfer was requested pursuant to 10 CFR 50.80 and 10 CFR 72.50. Notice of the application for approval and an opportunity for a hearing was published in the Federal Register on January 24, 2002 (67 FR 3515). No hearing requests or written comments were received.

Under 10 CFR 50.80 and 10 CFR 72.50, no license, or any right thereunder, shall be transferred, directly or indirectly, through transfer of control of the license, unless the Commission gives its consent in writing. Upon review of the information in the application, and other information before the Commission, the NRC staff has determined that NW Natural Holdco's proposed acquisition of PGE under the Stock Purchase Agreement will not affect the qualifications of PGE as a holder of Facility Operating License No. NPF-1 and as a holder of Materials License No. SNM-2509, and that the indirect transfer of the licenses, to the extent effected by the proposed acquisition, 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 March 26, 2002. Start Printed Page 15619


Accordingly, pursuant to sections 161b, 161i, 161o, and 184 of the Atomic Energy Act of 1954, as amended, 42 USC 2201(b), 2201(i), 2201(o), and 2234; and 10 CFR 50.80 and 10 CFR 72.50, it is hereby ordered that the application regarding the indirect license transfers referenced above is approved, subject to the following conditions:

(1) Following the completion of the indirect license transfers approved by this Order, PGE shall provide the Director of the Office of Nuclear Reactor Regulation and the Director of the Office of Nuclear Material Safety and Safeguards a copy of any application, at the time it is filed, to transfer (excluding grants of security interests or liens) from PGE to its parent, or to any other affiliated company, facilities for the production, transmission, or distribution of electric energy having a depreciated book value exceeding ten percent (10%) of PGE's consolidated net utility plant, as recorded on its books of account.

(2) Should the proposed stock purchase not be completed by March 31, 2003, this Order shall become null and void, provided, however, upon application and for good cause shown, such date may be extended.

This Order is effective upon issuance.


For further details with respect to this Order, see the initial application dated December 6, 2001, supplemental letter dated January 31, 2002, and the safety evaluation dated March 26, 2002, which are available for public inspection at the Commission's Public Document Room, located at One White Flint North, 11555 Rockville Pike (first floor), Rockville, Maryland, and accessible from the Agencywide Documents Access and Management System's (ADAMS) Public Electronic Reading Room on the internet at the NRC Web site,

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Dated at Rockville, Maryland, this 26th day of March 2002.

For the Nuclear Regulatory Commission.

E. William Brach,

Director, Spent Fuel Project Office, Office of Nuclear Material Safety and Safeguards.

John A. Zwolinski,

Director, Division of Licensing Project Management, Office of Nuclear Reactor Regulation.

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[FR Doc. 02-7928 Filed 4-1-02; 8:45 am]