-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HvyUT3ItGPZiAEMxUxBa5uh5NAXeYmXuJXzc0BSfHhQ3RimIIpgqOqR8V0mbfsOe Odci5bY/dcOwsdX4+wZobg== 0001031296-02-000165.txt : 20020827 0001031296-02-000165.hdr.sgml : 20020827 20020827153435 ACCESSION NUMBER: 0001031296-02-000165 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020827 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRSTENERGY CORP CENTRAL INDEX KEY: 0001031296 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 341843785 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 35-CERT SEC ACT: 1935 Act SEC FILE NUMBER: 070-09793 FILM NUMBER: 02749589 BUSINESS ADDRESS: STREET 1: 76 SOUTH MAIN ST CITY: AKRON STATE: OH ZIP: 44308-1890 BUSINESS PHONE: 3303845100 MAIL ADDRESS: STREET 1: 76 SOUTH MAIN ST CITY: AKRON STATE: OH ZIP: 44308-1890 35-CERT 1 fe_rule24.txt FINANCING RULE 24 SEC File No. 70-9793 And SEC FILE NO. 70-9941 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 CERTIFICATE PURSUANT TO RULE 24 OF PARTIAL COMPLETION OF TRANSACTIONS FirstEnergy Corp. - ------------------------------------: In the matter of : FirstEnergy Corp. : Certificate Pursuant : to Rule 24 of Partial : Completion of : Transactions SEC File No. 70-9793 : SEC File No. 70-9941 : (Public Utility Holding Company Act : of 1935) : - ------------------------------------ TO THE MEMBERS OF THE SECURITIES AND EXCHANGE COMMISSION: The undersigned, FirstEnergy Corp (FirstEnergy) hereby certifies pursuant to Rule 24 of the Rules and Regulations under the Public Utility Holding Company Act of 1935 (the Act), that certain of the transactions proposed in the Applications, as amended, filed in SEC File No. 70-9793 and SEC File No. 70-9941, respectively, have been carried out in accordance with the Commission's Orders dated with respect to the said Applications as follows: 1. During the period April 1, 2002 through June 30, 2002, there were no sales of common stock or Preferred Securities by FirstEnergy. 2. FirstEnergy issued 3,429,950 shares of common stock pursuant to options granted under employee benefit plans and dividend reinvestment plans during the second quarter of 2002. 3. During the period April 1, 2002 through June 30, 2002, no FirstEnergy common stock was transferred to a seller of securities of a company being acquired. 4. During the second quarter of 2002, the following guarantees were made by FirstEnergy to support activities of its subsidiaries, FirstEnergy Solutions Corp. (FE Solutions), FirstEnergy Facilities Services Group, LLC (FE Facilities), FirstEnergy Ventures Corp (FE Ventures) and FirstEnergy Generation Corp. (FE Generation): Purpose of Beneficiary Amount Terms Guarantee ----------- ------ ----- --------- FE Solutions (Trading - Electric) --------------------------------- Mirant Energy 2,000,000 (a) (b) Northern Indiana Public Svc 500,000 (a) (b) FE Solutions (Trading - Gas) ---------------------------- FIMAT 25,000,000 (a) (b) NJR Energy Services 12,000,000 (a) (b) NUI Energy Brokers 1,000,000 (a) (b) FE Generation (Fuel Marketing/Coal) ----------------------------------- NRG Power Marketing 4,000,000 (a) (c) FE Solutions (Retail) --------------------- Cincinnati Gas & Electric 3,600,000 (a) (d) 1 Pennsylvania Economic Financing Authority 15,000,000 26 Years (e) (a) Such guarantees are issued for a one year term, with a ten-day termination right by FirstEnergy (b) Parental guarantees issued by FirstEnergy to provide credit support for electric power and natural gas purchases by subsidiary (c) Credit backstop to support coal and emission trading (d) Credit requirement in non-FirstEnergy service territories (e) Credit backstop for GENCO Bond Issuance 5. During the period April 1, 2002 through June 30, 2002, the FirstEnergy Companies issued the following indebtedness: Transaction Maturity Transaction Date Date Rate Amount Loan Balance ----------- -------- ---- ----------- ------------ CitiBank (FE Revolver) - ---------------------- FirstEnergy Holding 4/5/02 4/8/02 4.75 $5,000,000 $5,001,952 FirstEnergy Holding 4/11/02 4/18/02 2.93 $20,000,000 $470,267,313 FirstEnergy Holding 4/30/02 5/7/02 3.05 $60,000,000 $60,035,583 FirstEnergy Holding 4/30/02 5/30/02 2.88 $40,000,000 $40,095,833 FirstEnergy Holding 5/16/02 5/23/02 2.93 $160,000,000 $160,091,000 FirstEnergy Holding 5/20/02 5/29/02 2.93 $45,000,000 $45,032,906 FirstEnergy Holding 5/28/02 5/29/02 2.93 $30,000,000 $30,002,438 FirstEnergy Holding 5/29/02 5/30/02 4.93 $358,000,000 $358,048,305 FirstEnergy Holding 5/30/02 6/13/02 3.00 $100,000,000 $140,163,333 FirstEnergy Holding 5/31/02 6/3/02 4.93 $381,000,000 $381,154,227 FirstEnergy Holding 5/31/02 6/20/02 3.00 $210,000,000 $210,350,000 FirstEnergy Holding 6/3/02 6/10/02 2.93 $45,000,000 $45,025,594 FirstEnergy Holding 6/20/02 7/5/02 2.93 $130,000,000 $215,262,031 FirstEnergy Holding 6/21/02 7/12/02 2.93 $120,000,000 $120,204,750 FirstEnergy Holding 6/26/02 7/17/02 2.93 $50,000,000 $50,085,313 FirstEnergy Holding 6/28/02 7/29/02 2.93 $80,000,000 $80,201,500 CitiBank (OE Revolver) - ---------------------- Ohio Edison 4/1/02 4/2/02 4.88 $145,000,000 $145,019,366 Ohio Edison 5/9/02 5/23/02 2.60 $100,000,000 $180,182,000 Ohio Edison 5/31/02 6/14/02 2.60 $120,000,000 $120,121,333 Ohio Edison 6/10/02 6/11/02 4.88 $13,000,000 $13,001,736 Ohio Edison 6/24/02 6/25/02 4.88 $11,000,000 $11,001,469 FirstMerit (OE Bi-Lateral Facility) - ----------------------------------- Ohio Edison 4/5/02 4/8/02 2.44 $14,000,000 $14,002,844 Ohio Edison 4/25/02 4/26/02 2.60 $3,000,000 $3,000,217 Ohio Edison 4/26/02 4/29/02 2.56 $7,500,000 $10,502,242 Ohio Edison 4/29/02 4/30/02 2.56 $3,500,000 $14,000,997 Ohio Edison 5/7/02 5/8/02 2.50 $10,000,000 $10,000,694 Ohio Edison 5/9/02 5/10/02 2.50 $3,500,000 $3,500,243 Ohio Edison 5/10/02 5/13/02 2.50 $2,500,000 $6,001,250 Ohio Edison 5/15/02 5/16/02 2.63 $10,500,000 $10,500,766 Ohio Edison 5/17/02 5/20/02 2.44 $7,500,000 $14,002,844 Ohio Edison 5/24/02 5/28/02 2.44 $11,000,000 $14,003,792 Ohio Edison 5/30/02 5/31/02 2.63 $14,000,000 $14,001,021 Ohio Edison 6/3/02 6/4/02 2.56 $14,000,000 $14,000,997 Ohio Edison 6/6/02 6/7/02 2.50 $12,000,000 $12,000,833 Ohio Edison 6/7/02 6/10/02 2.44 $2,000,000 $14,002,844 Ohio Edison 6/12/02 6/13/02 2.50 $11,000,000 $11,000,764 Ohio Edison 6/14/02 6/17/02 2.50 $7,500,000 $14,002,917 Ohio Edison 6/20/02 6/21/02 2.44 $14,000,000 $14,000,948 KeyBank(Bi-Lateral Facility) - ---------------------------- Ohio Edison 4/5/02 4/8/02 2.70 $20,000,000 $20,004,500 Ohio Edison 4/29/02 4/30/02 2.84 $7,500,000 $7,500,592 Ohio Edison 5/17/02 5/20/02 2.72 $4,000,000 $4,000,906 2 Ohio Edison 5/20/02 5/21/02 2.75 $5,000,000 $9,000,688 Ohio Edison 5/22/02 5/23/02 2.69 $2,500,000 $3,500,261 Ohio Edison 5/24/02 5/28/02 2.72 $10,000,000 $10,003,021 Ohio Edison 6/3/02 6/4/02 2.81 $1,000,000 $1,000,078 Ohio Edison 6/7/02 6/10/02 2.72 $16,500,000 $16,503,738 Ohio Edison 6/10/02 6/11/02 2.78 $3,500,000 $20,001,545 Ohio Edison 6/24/02 6/25/02 2.81 $20,000,000 $20,001,563 Ohio Edison 6/28/02 7/1/02 3.00 $8,000,000 $8,002,000 6. During the period April 1, 2002 through June 30, 2002, the following short term debt was issued by the Utility Subsidiaries: Transaction Maturity Transaction Date Date Rate Amount Loan Balance ----------- -------- ---- ----------- ------------ ATSI-Intercompany Loan to: - -------------------------- Ohio Edison 4/30/02 5/1/02 2.29 $3,580,000 $43,136,843 Ohio Edison 5/31/02 6/1/02 2.40 $9,577,000 $52,803,464 Ohio Edison - Intercompany Loan to: - ----------------------------------- Cleveland Electric 5/31/02 6/1/02 2.40 23,685,000 $173,076,221 Toledo Edison 4/30/02 5/1/02 2.29 $21,212,000 $107,599,607 Toledo Edison 5/31/02 6/1/02 2.40 $3,429,000 $98,985,174 Toledo Edison 6/28/02 7/1/02 2.46 $34,995,000 $134,190,116 PennPower - Intercompany Loan to: - --------------------------------- Ohio Edison 4/30/02 5/1/02 2.29 $6,625,000 $7,632,546 Ohio Edison 5/30/02 5/31/02 2.40 $8,179,000 $15,827,327 Ohio Edison 5/31/02 6/1/02 2.40 $356,000 $16,184,404 Ohio Edison 6/28/02 7/1/02 2.46 $21,147,000 $37,368,889 FirstEnergy Holding-Intercompany Loan to: - ----------------------------------------- JCP&L 5/15/02 5/20/02 2.40 $15,000,000 $15,004,990 JCP&L 5/20/02 6/1/02 2.40 $45,000,000 $60,052,902 JCP&L 6/3/02 6/11/02 2.46 $41,000,000 $101,116,299 Met-Ed 6/3/02 6/6/02 2.46 $18,000,000 $121,152,468 Ohio Edison 4/30/02 5/1/02 2.29 $29,550,000 $105,310,018 Penelec 4/11/02 4/18/02 2.29 $20,000,000 $58,139,135 Penelec 4/18/02 5/1/02 2.29 $25,000,000 $83,207,922 7. During the second quarter of 2002, there were no financings consummated by any Non-Utility Subsidiary that were not exempt under rule 52. 8. During the Second Quarter of 2002, FirstEnergy Corp. entered into five (5) transactions designed to hedge the fair value of a portion of FirstEnergy Corp.'s long-term debt portfolio. The hedge structures are fixed - for - floating interest rate swaps, whereby FirstEnergy Corp. will receive fixed payments equivalent to the fixed coupons of the bonds being hedged, and pay floating rate payments based on the 6-month London Interbank Offering Rate (LIBOR) plus an applicable, negotiated spread. Four (4) of the five (5) hedges contain written options which give the counterparty the right to cancel the transactions at predetermined rates. The notional amounts, counterparties, and principal terms of the fair value hedges are filed pursuant to request for confidential treatment. 3 9. Investments made during the second quarter 2002 in any intermediate subsidiary or financing subsidiary are as follows: Company Investment - ------- ---------- (in Thousands $) Bay Shore Power Company $16,400 FE Facilities Services Group, LLC 1,510 MARBEL Holding Co. 10,624 Centerior Funding Corp. 38,930 10. During the second quarter of 2002 FirstEnergy filed the following U-6B-2 forms: Company Filing Date - ------- ----------- Ohio Edison Company April 15, 2002 Ohio Edison Company April 15, 2002 Toledo Edison Company April 15, 2002 The Cleveland Electric Illuminating Company April 15, 2002 11. Metropolitan Edison Company (Met-Ed) engaged in jurisdictional financing transactions during the second quarter of 2002. Consolidated balance sheets of Met-Ed for the quarter ended June 30, 2002 - incorporated by reference to Met-Ed's Form 10-Q Quarterly Report to SEC for the quarter ended June 30, 2002 (File No. 1-446) 12. The following table presented in thousands, provides the capital structure of FirstEnergy on a consolidated basis and each Utility Subsidiary as of the end of the second quarter 2002. FirstEnergy Corp. Amount Ratio - ----------------- ---------- ----- Common Equity $7,565,454 33.67% Preferred Stock 1,099,132 4.89% Long Term Debt 13,149,059 58.52% Short Term Debt 655,409 2.92% ---------- ------ Total Capitalization $22,469,054 100.00% ---------- ------ Ohio Edison - ----------- Common Equity $2,738,794 52.09% Preferred Stock 335,070 6.37% Long Term Debt 1,963,892 37.35% Short Term Debt 219,669 4.19% --------- ------ Total Capitalization $5,257,425 100.00% --------- ------ Cleveland Electric - ------------------ Common Equity $1,152,825 28.07% Preferred Stock 265,614 6.47% Long-Term Debt 2,563,905 62.43% Short-Term Debt 124,367 3.03% --------- ------ Total Capitalization $4,106,711 100.00% --------- ------ Toledo Edison - ------------- Common Equity $647,466 35.91% Preferred Stock 126,000 6.99% Long-Term Debt 895,354 49.66% Short-Term Debt 134,163 7.44% --------- ------ Total Capitalization $1,802,983 100.00% --------- ------ 4 Pennsylvania Power - ------------------ Common Equity $244,096 44.38% Preferred Stock 54,105 9.84% Long-Term Debt 251,807 45.78% Short-Term Debt - -% --------- ------ Total Capitalization $550,008 100.00% --------- ------ JCP&L - ----- Common Equity $3,193,708 64.91% Preferred Stock 188,037 3.82% Long-Term Debt 1,538,740 31.27% Short-Term Debt - -% --------- ------ Total Capitalization $4,920,485 100.00% --------- ------ Met-Ed - ------ Common Equity $1,297,636 62.03% Preferred Stock 92,304 4.41% Long-Term Debt 630,997 30.16% Short-Term Debt 71,152 3.40% --------- ------ Total Capitalization $2,092,089 100.00% --------- ------ Penelec - ------- Common Equity $1,316,387 65.52% Preferred Stock 92,107 4.58% Long-Term Debt 497,227 24.75% Short-Term Debt 103,488 5.15% --------- ------ Total Capitalization $2,009,209 100.00% --------- ------ Note: FirstEnergy's long-term debt and short-term debt are adjusted to include $86 million and $10.6 million, respectively, classified as "Liabilities Related to Assets Pending Sale" on the balance sheet. 13. The following table presented in thousands provides retained earnings analysis of FirstEnergy on a consolidated basis and each Utility Subsidiary as of the end of the second quarter 2002. FirstEnergy Ohio Cleveland Toledo Corp. Edison Electric Edison ----------- -------- --------- ------- Balance, January 1, 2002 $1,521,805 $572,272 $150,183 $113,436 Net Income 349,803 174,186 82,056 22,335 Cash Dividends on Pfd Stock 0 (5,193) (8,226) (5,635) Cash Dividends on Common Stock (219,602) (101,200) 0 (5,600) Premium on Pfd Stock Redemptions 0 0 (3,150) (1,299) --------- ------- ------- ------- Balance, June 30, 2002 $1,652,006 $640,065 $220,863 $123,237 --------- ------- ------- ------- Penn. Power JCP&L Met-Ed Penelec ------- ------- ------- ------- Balance, January 1, 2002 $35,398 $29,343 $14,617 $10,795 Net Income 29,959 97,359 38,785 25,392 Cash Dividends on Pfd Stock (1,851) (1,184) 0 0 Cash Dividends on Common Stock (7,800) (66,000) (30,000) (14,000) Premium on Pfd Stock Redemptions 0 0 0 0 ------ ------ ------ ------ Balance, June 30, 2002 $55,706 $59,518 $23,402 $22,187 ------ ------ ------ ------ 14. On April 4, 2002 Standard & Poor's affirmed the credit ratings of FirstEnergy Corp. and its seven subsidiary electric utility operating companies and revised FirstEnergy's Credit Outlook to Negative from Stable. 5 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. August 27, 2002 By: /s/ Harvey L. Wagner ------------------------------------- Harvey L. Wagner Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer) 6 EX-99 3 fe_rule24-exha.txt EXHIBIT A - CERTIFICATE Exhibit A FirstEnergy Corp. 76 South Main Street, Akron, Ohio 44308 Certificate ----------- Pursuant to the requirements of Rule 24 of the Public Utility Holding Company Act of 1935, the undersigned certifies that: A copy of certificate pursuant to Rule 24 related to FirstEnergy Corp.'s financing activities, for the period ended March 31, 2002, was filed with the state commissions having jurisdiction over the electric retail rates of the company's public utility subsidiary companies. The names and addresses of these state commissions are as follows: New Jersey Division of Energy Board of Public Utilities Two Gateway Center Newark, NJ 07102 Commonwealth of Pennsylvania Public Utility Commission P.O. Box 3265 Harrisburg, PA 17105-3265 The Public Utilities Commission of Ohio 180 E. Broad Street Columbus, Ohio 43215-3793 FirstEnergy Corp. August 27, 2002 By: /s/ Harvey L. Wagner ------------------------------------- Harvey L. Wagner Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer) Note: Pennsylvania Electric Company (Penelec) is also subject to retail rate - ---- regulation by the New York Public Service Commission with respect to retail service to approximately 3,700 customers in Waverly, New York served by Waverly Electric Power & Light Company, a Penelec subsidiary. Waverly Electric's revenues are immaterial, accounting for less than 1% of Penelec's total operating revenues. -----END PRIVACY-ENHANCED MESSAGE-----