[Federal Register Volume 66, Number 184 (Friday, September 21, 2001)]
[Notices]
[Pages 48722-48723]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 01-23616]


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SECURITIES AND EXCHANGE COMMISSION

(Release No. 35-27439)


Filings Under the Public Utility Holding Company Act of 1935, as 
amended (``Act'')

September 17, 2001.
    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 under the Act. All interested persons are referred to the 
application(s) and/or declaration(s) for complete statement of the 
proposed transaction(s) summarized below. The application(s) and/or 
declaration(s) and any amendment(s) is/are available for public 
inspection through the Commission's Branch 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 October 12, 2001, to the Secretary, Securities and Exchange 
Commission, Washington, DC 20549-0609, 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 the case of an attorney at law, 
by certificate) should be filed with the request. Any request for 
hearing should identify specifically the issues of facts 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 October 12, 2001, the application(s) and/or 
declaration(s), as filed or as amended, may be granted and/or permitted 
to become effective.

FirstEnergy Corp. (70-9941)

    FirstEnergy Corp. (``FirstEnergy''), 76 South Main Street, Akron, 
Ohio, 44308, an Ohio holding company claiming exemption from 
registration under the Act under rule 2 (``Applicant'') has filed an 
application under sections 3(a)(1), 9(a), and 10 of the Act.\1\
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    \1\ See FirstEnergy Form U-3A-2, ``Statement by Holding Company 
Claiming Exemption Under Rule U-2 from the Provisions of the Public 
Utility Holding Company Act of 1935,'' dated February 28, 2001 (File 
No. 69-00423). FirstEnergy will register as a holding company under 
the Act following the completion of its proposed merger with GPU, 
Inc., which is the subject of a separate application-declaration 
(Holding Co. Act Release No. 27435) (File No. 70-9793).
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    FirstEnergy directly owns all of the issued and outstanding voting 
securities of Ohio Edison Company (``Ohio Edison''), American 
Transmission Systems, Incorporated (``ATSI''), The

[[Page 48723]]

Cleveland Electric Illuminating Company (``Cleveland Electric''), and 
The Toledo Edison Company (``Toledo Edison''), and indirectly owns all 
of the issued and outstanding voting securities of Pennsylvania Power 
Company (``Penn Power''), and Northeast Ohio Natural Gas Corp. 
(``NONGC''). Ohio Edison, Cleveland Electric, Toledo Edison and Penn 
Power, collectively comprise the ``FirstEnergy Operating Companies.'' 
Ohio Edison directly owns 16.5% of the issued and ouststanding voting 
securities of Ohio Valley Electric Corporation (``OVEC''), and OVEC 
owns all of the issued and outstanding voting securities of Indiana-
Kentucky Electric Corporation (``IKEC''). The FirstEnergy Operatomg 
Companies, ATSI, NONGC, OVEC, and IKEC, are all public utility 
companies as defined in the Act. For the twelve months ending December 
31, 2000, FirstEnergy had told revenue of $7,028,961,000 and net income 
of $598,970,000. FirstEnergy had total assets of $17,941,294,000, as of 
December 31, 2000.
    In addition to its public utility holdings, FirstEnergy owns 
directly and indirectly multiple nonutility subsidiaries. MARBEL Energy 
Corporation (``MARBEL''), a direct nonutility subsidiary of 
FirstEnergy, is the parent company of NONGC, a natural gas pipeline 
company, and Marbel Holdco, Inc. (``Marbel Holdco''). Marbel Holdco 
holds FirstEnergy's 50% ownership in Great Lakes Partners, LLC (``Great 
Lakes''). Great Lakes is an oil and gas exploration and production 
company in a 50/50 joint venture with Range Resources Corporation 
(``Range Resources''), a publicly traded, nonutility oil and gas 
exploration and production company. Great Lakes holds a majority of its 
assets in the Appalachian Basin. Those assets include more than 7,700 
oil and natural gas wells, drilling rights, proven resources of 450 
billion cubic feet equivalent of natural gas and oil, and 5,000 miles 
of pipeline. Great Lakes also owns intrastate gas pipelines and a small 
interstate pipeline between Ohio and West Virginia.
    NONGC provides gas distribution and transportation service to 
approximately 5,000 customers located in ten counties in central and 
northeast Ohio, and NONGC owns and operates approximately 420 miles of 
distribution and transportation pipeline. NONGC receives its gas 
supplies from local gas producers as well as from interstate pipeline 
companies. For the twelve months ending December 31, 2000, NONGC had 
total revenue of $6,074,120 and net income of $112,985; operating 
revenues were principally derived from the distribution and 
transportation of natural gas. NONGC had total assets of $18,374,761 
and $25,319,652 as of December 31, 2001, and June 30, 2001, 
respectively.
    Effective June 4, 1998, FirstEnergy acquired all of the outstanding 
shares of MARBEL (the ``MARBEL Acquisition''). The MARBEL Acquisition 
expanded FirstEnergy's products and services to include the 
exploration, production, distribution, transmission, and marketing of 
natural gas and oil. Prior to the closing of the MARBEL Acquisition, an 
internal reorganization took place within the MARBEL system, as a 
result of which NONGC--the only company in the MARBEL system that was a 
public utility company under the Act--was merged into a sister company: 
Gas Transport, Inc. (``Gas Transport'').\2\
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    \2\ Applicant maintains that as a result of the application of 
rule 7(a) under the Act, Gas Transport, as the time of the MARBEL 
Acquisition, was not a gas utility company, and, therefore, the 
MARBEL Acquisition did not require prior approval of the Commission 
under section (a) of the Act.
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    On May 24, 2000, the assets of the local gas distribution division 
of Gas Transport (``LDC'') were transferred to the Northeast Ohio 
Operating Companies, Inc. (``NOOCI''), an affiliated nonutility which 
was the parent company of NONGC and several other operating companies. 
On May 25, 2000, Gas Transport, which at the time only owned and 
operated transmission pipelines, merged into Great Lakes Transport, LLC 
(``GLGT''), a wholly owned subsidiary of NOOCI. On May 30, 2000, all of 
the membership units of GLGT were transferred to Great Lakes. This 
post-clearing transfer of GLGT to Great Lakes comprises the ``Great 
Lakes Transaction.'' \3\ The Great Lakes Transaction was part of a 
corporate reorganization and no intercompany consideration was paid. 
The LDC assets were transferred at the book value assigned to these 
assets at the time of the MARBEL Acquisition.
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    \3\ Applicants state that the Great Lakes Transaction was part 
of a larger transaction that had occurred in 1999. Effective 
September 30, 1999, FirstEnergy and Range Resources formed Great 
Lakes, a 50/50 joint venture primarily designed to consolidate and 
integrate both companies' gas and oil exploration operations in the 
Appalachian Basin, including properties in Ohio, Pennsylvania, West 
Virginia, Kentucky, and Tennessee. The joint venture was created to 
reduce operating costs associated with exploration of reserves and 
servicing the oil and gas properties. Applicants state that the 
Great Lakes Transaction was structured in the manner described above 
for tax reasons and in order to allow sufficient time to secure 
approval from the FERC for the merger of Gas Transport into GLGT. 
Therefore, the utility operations of LDC remained within the 
FirstEnergy system.
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    On July 1, 2000, NOOCI transferred the assets of LDC to NEO 
Construction Company (``NEO Construction''), a wholly owned subsidiary 
of NOOCI (the ``LDC Transaction''). Upon the asset transfer to NEO 
Construction, NEO Construction became a gas utility company under the 
Act. On July 7, 2000, NEO Construction changed its name to ``Northeast 
Ohio Natural Gas Corp.'' \4\ On March 30, 2001, NOOCI was merged into 
its parent, MARBEL (the ``MARBELL Merger''). Consequently, the assets 
of NOOCI, which include all of the issued and outstanding stock of 
NONGC, are now owned by MARBEL.
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    \4\ NONGC has interconnections with and receives some gas from 
Ohio Interstate Gas Transmission Company (``OIGTC''), a nonutility 
which is regulated by Public Utilities Commission of Ohio and 
engages solely in the transportation of natural gas. OIGTC was one 
of the companies contributed by MARBEL to form Great Lakes on 
September 30, 1999. In addition, NONGC receives gas from direct 
interconnects with gathering pipelines owned by Great Lakes.)
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    In this application, Applicant requests that the Commission 
authorize the acquisition of all of the issued and outstanding voting 
securities of NONGC by First Energy. NONGC is held indirectly by 
FirstEnergy through MARBEL.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 01-23616 Filed 9-20-01; 8:45 am]
BILLING CODE 8010-01-M