[Federal Register Volume 62, Number 59 (Thursday, March 27, 1997)]
[Notices]
[Pages 14713-14714]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 97-7787]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-26689]
Filings Under the Public Utility Holding Company Act of 1935, as
Amended (``Act'')
March 21, 1997.
Notice is hereby given that the following filing(s) has/have been
made with the Commission pursuant to provisions of the Act and rules
promulgated thereunder. All interested persons are referred to the
application(s) and/or declaration(s) for complete statements of the
proposed
[[Page 14714]]
transaction(s) summarized below. The application(s) and/or
declaration(s) and any amendments thereto is/are available for public
inspection through the Commission's Office of Public Reference.
Interested persons wishing to comment or request a hearing on the
application(s) and/or declaration(s) should submit their views in
writing by April 14, 1997, to the Secretary, Securities and Exchange
Commission, Washington, D.C. 20549, and serve a copy on the relevant
applicant(s) and/or declarant(s) at the address(es) specified below.
Proof of service (by affidavit or, in case of an attorney at law, by
certificate) should be filed with the request. Any request for hearing
shall identify specifically the issues of fact or law that are
disputed. A person who so requests will be notified of any hearing, if
ordered, and will receive a copy of any notice or order issued in the
matter. After said date, the application(s) and/or declaration(s), as
filed or as amended, may be granted and/or permitted to become
effective.
FirstEnergy Corp. (70-8989)
FirstEnergy Corp., 76 South Main Street, Akron, Ohio 44308, an Ohio
corporation (``FirstEnergy''), has filed an application under sections
9(a)(2) and 10 of the Act.
FirstEnergy proposes to acquire, directly or indirectly, all of the
issued and outstanding voting securities (the ``Common Stock'') of Ohio
Edison Company (``Ohio Edison''), The Cleveland Electric Illuminating
Company (``Cleveland Electric''), The Toledo Edison Company (``Toledo
Edison'') and Pennsylvania Power Company (``Penn Power''), as well as
20.5% of the Common Stock of Ohio Valley Electric Corporation
(``OVEC'') which, in turn, owns all of the Common Stock of Indiana-
Kentucky Electric Corporation (``IKEC''). Each of Ohio Edison,
Cleveland Electric, Toledo Edison, Penn Power, OVEC and IKEC
(collectively, ``Utility Subsidiaries'') are ``electric utility
companies'' as defined in section 2(a)(5) of the Act.
The proposed acquisitions would be accomplished by a merger of
Centerior Energy Corporation (``Centerior'') and Ohio Edison with and
into FirstEnergy. Centerior, an exempt public-utility holding company
under section 3(a)(1) of the Act pursuant to rule 2 thereunder,
currently owns all of the Cleveland Electric and Toledo Edison Common
Stock. Toledo Edison owns 16.5% of OVEC Common Stock. Ohio Edison, an
exempt public-utility holding company under section 3(a)(2) currently
owns all of the Penn Power Common Stock.
The service territory of each Utility Subsidiary, other than Penn
Power, is in Ohio. Ohio Edison and Penn Power operate as a single
utility system providing retail service to 1.1 million customers in
central and northeastern Ohio and western Pennsylvania. Toledo Edison
and Cleveland Electric serve over one million retail customers in
northeastern and northwestern Ohio. The service territories of Toledo
Edison and Cleveland Electric are not contiguous, being separated by
the service territory of Ohio Edison.
Ohio Edison has seven wholly owned subsidiaries besides Penn Power:
OES Capital, Incorporated; OES Fuel, Incorporated; OES Finance,
Incorporated; OES Financing Trust; Ohio Edison Financing Trust II; OES
Nuclear, Incorporated; and OES Ventures, Incorporated (``Ventures'').
These subsidiaries manage and finance nuclear fuel, finance certain
electric accounts receivable and provide structures for investment in
energy related projects. Ventures finances and manages businesses
opportunities not directly related to the provision of electric
service.
Centerior has four direct wholly owned subsidiaries other than
Cleveland Electric and Toledo Edison: Centerior Service Company, which
provides management, financial, administrative, engineering and legal
services to Cleveland Electric and Toledo Edison at cost; Centerior
Properties Company, CCO Company and Market Responsive Energy, Inc.
The Agreement and Plan of Merger, dated as of September 13, 1996
(the ``Merger Agreement'') between Ohio Edison and Centerior, provide,
among other things, for (i) the merger of Centerior with and into
FirstEnergy Corp. and (ii) the merger of another wholly owned
subsidiary of FirstEnergy (``Ohio Edison Acquisition Corp.'') with and
into Ohio Edison pursuant to the Ohio Edison Merger Agreement
(collectively, the ``Merger''). Following the Merger, FirstEnergy will
be a holding company which will directly hold all of the Ohio Edison
Common Stock, Cleveland Electric Common Stock and Toledo Edison Common
Stock. Penn Power will remain a wholly owned subsidiary of Ohio Edison.
Each share of Centerior Common Stock would be converted into .525
shares of FirstEnergy Common Stock and each share of Ohio Edison Common
Stock would be converted into one share of FirstEnergy Common Stock.
The boards of directors of Ohio Edison and Centerior have approved
the Merger Agreement. Consummation of the proposed transactions is
subject to the approval by shareholders of Ohio Edison and Centerior.
Presuming this Commission approves the acquisitions, FirstEnergy states
it intends to file for an exemption under section 3(a)(1) from all
provisions of the Act, other than section 9(a)(2), pursuant to rule 2
thereunder.
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Jonathan G. Katz,
Secretary.
[FR Doc. 97-7787 Filed 3-26-97; 8:45 am]
BILLING CODE 8010-01-M
