Indiana Code
Chapter 2. Utility Regulation
8-1-2-84. Merger or Consolidation; Acquisition, Lease, Sale, or Encumbrance of Property

Sec. 84. (a) With the consent and approval of the commission and with the authority of their stockholders as provided in this chapter, but not otherwise, any two (2) or more public utilities furnishing a like service or product and doing business in the same municipality or locality within Indiana, or any two (2) or more public utilities whose lines intersect or parallel each other within Indiana, may be merged and may enter into contracts with each other which will enable such public utilities to operate their plants or lines in connection with each other. Before any merger shall become effective there shall be filed with the commission proof that the voting stockholders have authorized or consented to such merger. If the law under which the company is incorporated or reorganized so provides, then the authorization and consent of the holders of the majority of the voting stock shall be shown. In all other cases the consent of the holders of three-fourths (3/4) of the outstanding voting stock of the company shall be shown. Such authority and consent may be shown by filing with the commission a certified copy of the minutes of a stockholders' meeting or by filing with the commission a written consent of such holders or both. In case of such merger, union, or consolidation, dissenting stockholders shall apply to the commission within sixty (60) days after approval by the commission to have the value of their stock assessed and determined. Stockholders not so applying shall be held to have assented. Upon the determination of the value of the stock of such dissenting stockholder, the corporation in which they are stockholders may within sixty (60) days pay the dissenting stockholders for their stock the appraised value thereof, or may elect to abandon the merger, union, or consolidation by filing with the commission notice of such election.
(b) It shall not be necessary for any public utility merging, uniting, or consolidating to comply with such provisions of any law governing the procedure in the merger, union, or consolidation of corporations as are in conflict with the provisions of this chapter. This chapter shall not create any new right of merger or enlarge any such right but is intended only to prescribe and simplify the proceedings in mergers which are authorized by other statutes.
(c) Any such public utility may purchase or lease the used and useful property, plant, or business, or any part thereof, of any other such public utility at a price and on terms approved by the commission. Whenever, in the case of any such purchase, the amount to be paid by the purchaser for the property, plant, or business to be purchased shall be an amount in excess of five percent (5%) of the book cost to the purchaser of all the properties, plants, and business owned by it at the time application is made to the commission for approval of such purchase, or whenever, in the case of any such lease, the book cost to the lessor of the property, plant, or business to be leased shall be an amount in excess of five percent (5%) of the book cost to the lessee of all the properties, plants, and business owned by the lessee at the time application is made to the commission for approval of such lease, there shall be obtained from the holders of three-fourths (3/4) of the voting stock of such purchaser or lessee their consent, authority, and approval to such purchase or lease.
(d) Any such public utility may purchase or lease the used and useful property, plant, or business, or any part thereof, of a municipally owned utility, as used in this chapter, owned or operated by a city having a population of more than one hundred fifty thousand (150,000) but less than five hundred thousand (500,000), with the approval of the commission at a price or rental and on terms approved by the commission.
(e) Any such public utility may sell or lease its used or useful property, plant, or business, or any part thereof, to any other such public utility at a price and on terms approved by the commission. Whenever in the case of any such sale or lease the book cost to the seller or lessor of such property, plant, or business to be sold or leased shall be an amount in excess of five percent (5%) of the book cost to such seller or lessor of all the properties, plants, and business owned by it at the time application is made to the commission for approval of such sale or lease, there shall be obtained from the holders of three-fourths (3/4) of the voting stock of such seller or lessor their consent, authority, and approval to such sale or lease. Whenever in the case of any such sale or lease the book cost to the seller or lessor of such property, plant, or business to be sold or leased shall be an amount in excess of twenty percent (20%) of the book cost to such seller or lessor of all the properties, plants, and business owned by it at the time application is made to the commission for approval of such sale or lease, dissenting stockholders of such seller or lessor shall, if the sale or lease is consummated, be paid for their stock the appraised value thereof as determined by the commission. Dissenting stockholders in such a case shall, within sixty (60) days after publication of notice of the approval by the commission of such sale or lease, apply to the commission to have the value of their stock assessed and determined. Stockholders not so applying shall be held to have assented. Such publication of notice shall be given by the seller or lessor to its stockholders by publishing such notice once each week for three (3) successive weeks in a newspaper of general circulation printed in the English language and published in Marion County, Indiana. Upon determination of the value of the stock of such dissenting stockholders such seller or lessor may within sixty (60) days either pay the dissenting stockholders for their stock the appraised value thereof or elect to abandon the sale or lease by filing with the commission notice of its election to abandon.
(f) No such public utility shall encumber its used and useful property or business or any part thereof without the approval of the commission and the consent, authority, and approval of the owners of three-fourths (3/4) of its voting stock.
(g) Any public utility corporation upon the order of a majority of its board of directors and with the approval of the commission may acquire, purchase or lease any real or personal estate or other property of any other public utility not used and useful in the public service of such other public utility.
(h) Any public utility corporation, upon the order of a majority of its board of directors and with the approval of the commission, may sell and convey or lease to any other public utility corporation any of its real or personal estate or other property not used and useful in its public service.
Formerly: Acts 1913, c.76, s.95.5; Acts 1925, c.54, s.2; Acts 1939, c.19, s.3; Acts 1973, P.L.61, SEC.1. As amended by P.L.23-1988, SEC.25; P.L.1-1989, SEC.15; P.L.12-1992, SEC.57.

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