EXHIBIT D-12
STATE CORPORATION COMMISSION
AT RICHMOND, May 26, 2000
JOINT PETITION OF
CASE NO. PUA000034
CAROLINA POWER AND LIGHT COMPANY,
INTERPATH COMMUNICATIONS, INC.,
AND
CP&L ENERGY, INC.
For authority pursuant to the Utility Transfers Act.
ORDER GRANTING AUTHORITY
On May 4, 2000, Carolina Power and Light Company ("CP&L"), CP&L
Energy, Inc. ("CP&L Energy"), and Interpath Communications, Inc. ("Interpath"),
(collectively referred to as "Joint Petitioners") filed a joint petition with
the Commission under the Utility Transfers Act. In the joint petition, Joint
Petitioners request authority for the indirect transfer of Interpath stock in
connection with the reorganization of CP&L's corporate structure through the
formation of a holding company.
As stated in the joint petition, CP&L is a North Carolina public
service company engaged in the provision of wholesale and retail electric
service in North and South Carolina. CP&L Energy is currently a wholly owned
subsidiary of CP&L. Interpath is a public service company dually incorporated
under the laws of the Commonwealth of Virginia and the State of North Carolina
and is a wholly owned subsidiary of CP&L. Interpath holds certificates of public
convenience and necessity to furnish inter-exchange and intrastate local
exchange telecommunications services throughout North Carolina and Virginia.
Interpath has no customers in Virginia and has no accepted tariff on file with
the Commission.
As stated by Joint Petitioners, to implement the reorganization,
current holders of CP&L common stock will exchange their shares for a like
number of shares of CP&L Energy common stock, and CP&L Energy will become the
sole owner of the CP&L common stock. As a result of the exchange, CP&L will
become a wholly owned subsidiary of CP&L Energy. Interpath will remain a wholly
owned subsidiary of CP&L. Therefore, the resulting direct control of Interpath
will remain the same as under the current corporate structure. An additional
layer above CP&L will be added to the corporate structure so there will be a
change in ultimate control of Interpath. It is represented in the joint petition
that the management and operation of Interpath will not change as a result of
this holding company reorganization.
THE COMMISSION, upon consideration of the joint petition and
representation of Joint Petitioners and having been advised by its Staff, is of
the opinion and finds that the above-described transfer of Interpath's stock
through the above-described transaction will neither impair nor jeopardize the
provision of adequate service to the public at just and reasonable rates and,
therefore, should be approved. Accordingly,
IT IS ORDERED THAT:
1) Pursuant to ss.ss. 56-88.1 and 56-90 of the Code of Virginia,
Joint Petitioners are hereby granted authority for the indirect
transfer of Interpath's stock through the transaction described
herein.
2) There appearing nothing further to be done in this matter, it
hereby is dismissed.
AN ATTESTED COPY hereof shall be sent to Richard D. Gary, Esquire,
Hunton & Williams, Riverfront Plaza, East Tower, 951 East Byrd Street, Richmond,
Virginia 23219-4074; and delivered to the Commission's Divisions of Public
Utility Accounting and Communications.
