U-9C-3 1 u9c3_4thqtr-2001.txt RULE 58 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM U-9C-3 QUARTERLY REPORT PURSUANT TO RULE 58 OF THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 For the quarterly period ended December 31, 2001 ----------------- FirstEnergy Corp. (File No. 70-09501) -------------------------------------------------------------------------- (Name of Registered Holding Company) 76 South Main Street, Akron, Ohio 44308 -------------------------------------------------------------------------- (Address of Principal Executive Offices) FirstEnergy Corp. Quarterly Report Pursuant to Rule 58 of the Public Utility Holding Company Act of 1935 For the quarterly period ended December 31, 2001 ------------------ Table of Contents ----------------- Item No. Title Page ---- -------------------------------------------------- ---- 1 Organization Chart 1 2 Issuances and Renewals of Securities and Capital Contributions 2 3 Associate Transactions 3 4 Summary of Aggregate Investment 5 5 Other Investments 6 6 Financial Statements and Exhibits: A - Financial Statements 7 B - Exhibits 7 C - Certificate of FirstEnergy Corp. 7 Signature 8 Note: All dollar amounts shown in this Form U-9C-3 are expressed in thousands except for the amounts presented in the financial statements (Exhibit A), which are expressed in whole dollars. ITEM 1 - ORGANIZATION CHART
Energy (ERC) or Gas (GRC) Date of State of Percentage of Voting Nature of Name of Reporting Company Related Company Organization Organization Securities Held * Business --------------------------------------------- --------------- ------------ ------------ -------------------- ---------- FirstEnergy Corp. (a) ----------------- GPU Advanced Resources, Inc. (b) ERC 09/13/96 Delaware 100.0% (c) GPU Diversified Holdings LLC (b) ERC 08/03/00 Delaware 100.0 (d) GPU Solar, Inc. ERC 07/09/97 New Jersey 50.0 (e)
* Sets forth the percentage of voting securities held directly or indirectly by FirstEnergy Corp. or GPU Diversified Holdings LLC, as applicable. (a) FirstEnergy Corp., a registered holding company, holds securities directly or indirectly in the energy-related companies set below its name. (b) These companies are direct wholly owned subsidiaries of FirstEnergy Corp. (c) This subsidiary was formed to engage in energy services and retail energy sales. (d) This energy-related company holds securities directly in the energy- related company set. below its name. (e) This subsidiary is involved in the development and commercialization of photovoltaics. Narrative Description of Activities for Reporting Period On November 7, 2001, FirstEnergy Corp. (FirstEnergy), an Ohio corporation, merged with GPU, Inc. (GPU), a registered holding company under the Public Utility Holding Company Act of 1935 (the 1935 Act). FirstEnergy is the surviving company in the merger. Upon completion of the merger on November 7, 2001, FirstEnergy filed with the SEC a Notification of Registration on Form U-5A, thereby registering as a holding company pursuant to the provisions of Section 5(a) under the 1935 Act. The period for which this report is being filed, the activities disclosed in this quarterly report, as well as organization chart shown above in Item 1, are related only to the former GPU Companies. 1 ITEM 2 - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS
Type of Principal Company to Collateral Consideration Security Amount of Issue or Cost of whom Security Given with Received Company Issuing Security Issued Security Renewal Capital was Issued Security for Each Security ------------------------ ----------- ------------- -------- ------- ------------- ----------- ----------------- None. Company Contributing Company Receiving Amount of Capital Capital Capital Contribution -------------------- ----------------- ----------------- None.
Note: The information provided in Item 2 presents the activities of the reporting period only. 2 ITEM 3 - ASSOCIATE TRANSACTIONS Part I - Transactions Performed by Reporting Companies on Behalf of Associate Companies Total Reporting Company Associate Company Amount Rendering Services Receiving Services Types of Services Rendered Billed ---------------------- ------------------ -------------------------- ------ None. Note: The information provided in Item 3 presents the activities of the reporting period only. 3 ITEM 3 - ASSOCIATE TRANSACTIONS (Continued) Part II - Transactions Performed by Associate Companies on Behalf of Reporting Companies
Total Associate Company Reporting Company Amount Rendering Services Receiving Services Types of Services Rendered Billed ------------------------------ ------------------ -------------------------- ------ GPU Diversified Holdings LLC (a) GPU Solar, Inc. Management, marketing and technical xx (b) expertise for GPU Solar, Inc. GPU Service, Inc. GPU Diversified Holdings LLC Legal and certaingeneral and xx (b) administrative services for GPU Diversified Holdings LLC GPU Service, Inc. GPU Advanced Resources, Inc. Legal and certain general and xx (b) administrative services for GPU Advanced Resources, Inc. Note: The information provided in Item 3 presents the activities of the reporting period only. The amounts required under the caption "Total Amount Billed" are being filed pursuant to request for confidential treatment. (a) Management, marketing and technical services rendered to GPU Solar, Inc. are being performed by certain employees of GPU Service, Inc. (on behalf of GPU Diversified Holdings LLC). (b) The amounts shown include overhead charges applied, at a rate of 17.62%, to employee salaries billed for services rendered. No capital costs were charged.
4 ITEM 4 - SUMMARY OF AGGREGATE INVESTMENT
Investments in energy-related companies: Total average consolidated capitalization as of December 31, 2001 $15,408,146 Line 1 ----------------- Total capitalization multiplied by 15% (line 1 multiplied by 0.15) 2,311,222 Line 2 Greater of $50 million or line 2 $2,311,222 Line 3 Total current aggregate investment: (categorized by major line of energy-related business) Energy services and retail energy sales (Category V) 25,900 Development and commercialization of photovoltaics (Category II) 1,560 ---------- Total current aggregate investment 27,460 Line 4 --------- Difference between the greater of $50 million or 15% of capitalization and the total aggregate investment of the registered holding company system (line 3 less line 4) $2,283,762 Line 5 =========
Note: The caption "Total average consolidated capitalization" includes total common equity, preferred equity (including amounts due within one year), long-term debt (including amounts due within one year) and short-term debt. The caption "Total current aggregate investment" includes all amounts invested or committed to be invested in energy-related companies on or after the date of effectiveness of Rule 58 (March 24, 1997), for which there is recourse, directly or indirectly, to FirstEnergy Corp. or any subsidiary company thereof. 5 ITEM 5 - OTHER INVESTMENTS
Aggregate Investment as of Change in Investments Reason for Change Major Line of Energy-Related Business September 30, 2001 During Reporting Period in Investments ------------------------------------- -------------------------- ----------------------- ------------------ Energy services and retail energy sales (Category V) $25,900 $ - No change. Development and commercialization of photovoltaics (Category II) 1,560 - No change.
6 ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS A. Financial Statements -------------------- A-1 Financial statements of GPU Advanced Resources, Inc. - not required for the last quarterly period of the registered holding company's fiscal year. A-2 Financial statements of GPU Diversified Holdings LLC - not required for the last quarterly period of the registered holding company's fiscal year. A-3 Financial statements of GPU Solar, Inc. - not required for the last quarterly period of the registered holding company's fiscal year. B. Exhibits -------- Contracts Required by Item 3 ---------------------------- B-1 Contract between GPU Service, Inc. and GPU Advanced Resources, Inc. to provide legal and certain general and administrative services - incorporated by reference to Exhibit B-13 to GPU's Quarterly Report on Form U-9C-3 for the period ended December 31, 1997. B-2 Stockholders Agreement made and entered into as of January 7, 1998 by and among GPU International, Inc., AstroPower, Inc. and GPU Solar, Inc. (in connection with the sale of GPU International, Inc. on December 22, 2000, the Stockholders Agreement was amended such that GPU International, Inc. transferred its interest in GPU Solar, Inc. and its rights and responsibilities under the Stockholders Agreement to GPU Diversified Holdings LLC) - incorporated by reference to Exhibit B-12 to GPU's Quarterly Report on Form U-9C-3 for the period ended December 31, 2000. B-3 Amendment No. 1 to Stockholders Agreement made and entered into as of December 1, 2000 by and among GPU International, Inc., AstroPower, Inc., GPU Diversified Holdings LLC and GPU Solar, Inc. (this amendment essentially transferred GPU International, Inc.'s interest in GPU Solar, Inc. and its rights and responsibilities under the Stockholders Agreement to GPU Diversified Holdings LLC) - incorporated by reference to Exhibit B-13 to GPU's Quarterly Report on Form U-9C-3 for the period ended December 31, 2000. B-4 Contract between GPU Service, Inc. and GPU Diversified Holdings LLC to provide legal and certain general and administrative services - incorporated by reference to Exhibit B-4 to GPU's Quarterly Report on Form U-9C-3 for the period ended June 30, 2001. C. Certificate of FirstEnergy Corp. -------------------------------- 7 SIGNATURE The undersigned registered holding company has duly caused this quarterly report to be signed on its behalf by the undersigned officer thereunto duly authorized pursuant to the requirements of the Public Utility Holding Company Act of 1935. FIRSTENERGY CORP. March 28, 2002 By: /s/ Harvey L. Wagner ----------------------------------- Harvey L. Wagner Vice President and Controller (Principal Accounting Officer) 8