SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number 1-3583
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(Check one)
[ ] Form 10-K [ ] Form 11-K [ ] Form 20-F
[X] Form 10-Q [ ] Form N-SAR
For period ended: June 30, 2003
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the transition period ended
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Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:
PART I
REGISTRANT INFORMATION
Full name of registrant: The Toledo Edison Company
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Former name if applicable:
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Address of principal executive office (Street and number):
76 South Main Street
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City, state and zip code: Akron, Ohio 44308
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PART II
RULE 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)
(a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable
effort or expense
[X] (b) The subject annual report, semi-annual report, transition
report on Form 10-K, 10-KSB, 20-F, 11-K or Form N-SAR, or
portion thereof will be filed on or before the 15th calendar
day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q, 10-QSB,
or portion thereof will be filed on of before the fifth
calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period. (Attach extra sheets if needed.)
The Quarterly Report on Form 10-Q for the quarter ended June 30, 2003
could not be filed within the prescribed time period due to the restatement of
earnings for The Toledo Edison Company for the three years ended December 31,
2002 and the first quarter of 2003, to reflect a change in the method of
amortizing costs being recovered under the Ohio transition plan and recognition
of above-market values of certain leased generation facilities. Because Arthur
Andersen LLP was the Company's auditor in 2000 and 2001 and that firm has ceased
operations, those years' financial statements must be re-audited.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification.
Harvey L. Wagner 330-384-5296
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or
15(d) or the Securities Exchange Act of 1934 or Section 30 of
the Investment Company Act of 1940 during the preceding 12
months or for such shorter period that the registrant was
required to file such report(s) been filed? If the answer is
no, identify report(s). [X] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal
year will be reflected by the earnings statements to be
included in the subject report or portion thereof?
[X] Yes [ ] No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be
made.
The Company is expected to report a loss applicable to its common stock
of $11.9 million in the second quarter of 2003 compared to expected earnings on
common stock of $14.3 million in the second quarter of 2002. Earnings on common
stock in the first six months of 2003 are expected to increase to $9.6 million
from $3.0 million expected in the first half of 2002. Results in the first six
months of 2003 included an after-tax credit of $25.6 million from the cumulative
effect of an accounting change due to the adoption of Statement of Financial
Accounting Standards No. 143, "Accounting for Asset Retirement Obligations." The
earnings reductions in both periods reflected higher nuclear operating costs
and, for the second quarter of 2003, lower operating revenues driven by mild
weather conditions.
FORWARD-LOOKING STATEMENT: This Form 12b-25 includes forward-looking statements
based on information currently available to management. Such statements are
subject to certain risk and uncertainties. These statements typically contain,
but are not limited to, the terms "anticipate," "potential," "expect,"
"believe," "estimate," and similar words. Actual results may differ materially
due to the speed and nature of increased competition and deregulation in the
electric utility industry, economic or weather conditions affecting future sales
and margins, changes in markets for energy services, changing energy and
commodity market prices, replacement power costs being higher than anticipated
or inadequately hedged, maintenance costs being higher than anticipated,
legislative and regulatory changes (including revised environmental
requirements), availability and cost of capital, inability of the Davis-Besse
Nuclear Power Station to restart (including because of any inability to obtain a
favorable final determination from the Nuclear Regulatory Commission) in the
fall of 2003, additional adjustments which may result from the audited
restatement of the 2002 financial statements and the restatement and review of
the first quarter of 2003 for the Company and the re-audit of 2000 and 2001
financial statements for Cleveland Electric Illuminating and Toledo Edison,
inability to accomplish or realize anticipated benefits of strategic goals and
other similar factors.
THE TOLEDO EDISON COMPANY
Registrant
Has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: August 15, 2003 By /s/ Harvey L. Wagner
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Harvey L. Wagner
Vice President and Controller