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FILE NO. 070-08989
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 TO
FORM U-1 APPLICATION/DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
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FIRSTENERGY CORP.
76 SOUTH MAIN STREET
AKRON, OHIO 44308
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(NAME OF COMPANIES FILING THIS STATEMENT AND ADDRESS OF PRINCIPAL EXECUTIVE
OFFICES)
NONE
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(NAME OF TOP REGISTERED HOLDING COMPANY, PARENT OF EACH APPLICANT OR DECLARANT)
H. PETER BURG, TREASURER
FIRSTENERGY CORP.
76 SOUTH MAIN STREET
AKRON, OHIO 44308
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(NAMES AND ADDRESSES OF AGENTS FOR SERVICE)
The Commission is requested to send copies of all notices, orders and
communications in connection with this Application/Declaration to:
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<S> <C> <C> <C>
MICHAEL F. CUSICK TERRENCE G. LINNERT ANDREW G. BERG GORDON S. KAISER
Winthrop, Stimson, Putnam & Centerior Energy Akin, Gump, Strauss, Hauer & Squire, Sanders & Dempsey
Roberts Corporation Feld, L.L.P. L.L.P.
One Battery Park Plaza 6200 Oak Tree Blvd. 1333 New Hampshire Ave., NW 4900 Key Tower
New York, New York 10004 Independence, Ohio Suite 400 Cleveland, Ohio 44114
(212) 858-1000 44131 Washington, D.C. 20036 (212) 479-8500
(216) 447-3121 (202) 887-4000
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The Application/Declaration is amended by:
(a) inserting, in item 1.A.1.c., first paragraph, fifth sentence, the word
"direct" immediately before the word "subsidiaries";
(b) inserting, in item 1.A.3., third paragraph, first sentence, the word
"direct" immediately before the word "subsidiaries";
(c) inserting in item 3.A.3.a., immediately under the table, the following
footnote:
(1) FirstEnergy believes that the rate plan described above under Item
1.D.3. would not provide for the full recovery of costs associated with
Cleveland Electric's and Toledo Edison's nuclear operations. The unaudited pro
forma consolidated capital structure has been adjusted for the expected impact
of the rate plan, the result of which is to discontinue the application of SFAS
71 for Cleveland Electric and Toledo Edison nuclear operations. As a result,
Cleveland Electric and Toledo Edison would be required to write off certain of
their regulatory assets, the amounts of which will be determined at the time of
discontinuance; the resulting charge to income would be reflected prior to
consummation of the Merger. FirstEnergy estimates that at September 30, 1996,
the write-off would have been approximately $750 million, which is reflected in
the above table. Although the nuclear generating units are not impaired at
Cleveland Electric and Toledo Edison, a purchase price adjustment, as required
by Accounting Principles Board Opinion No. 16 (APB 16), to the fair value of the
nuclear generating units, estimated at $1.25 billion, also has been recognized.
If events cause Cleveland Electric and/or Toledo Edison to conclude they no
longer meet the criteria for applying SFAS 71 for the remainder of their
business, they would be required to write off the remaining regulatory assets
and measure all other assets for impairment. Such effect would not result in any
further adjustment to the pro forma capital structure of FirstEnergy presented
above.
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SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, the undersigned company has duly caused this Amendment No. 1 to the
Application/Declaration to be signed on its behalf by the undersigned thereunto
duly authorized.
Date: March 20, 1997
FIRSTENERGY CORP.
By: /s/ WILLARD R. HOLLAND
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Willard R. Holland
President
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