UNITED STATES -----------------
SECURITIES AND EXCHANGE COMMISSION SEC File Number
Washington, D.C. 20549 001-16077
-----------------
FORM 12b-25
-----------------
NOTIFICATION OF LATE FILING CUSIP Number
[ ]
-----------------
(Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K
[X] Form 10-Q [ ] Form N-SAR
For Period Ended: MARCH 31, 2002
[ ] 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:
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: Orion Power Holdings, Inc.
Former Name if Applicable: Not Applicable
Address of Principal Executive Office
(Street and Number): c/o Reliant Resources, Inc.,
1111 Louisiana Street
City, State and Zip Code: Houston, Texas 77002
-1-
PART II - RULES 12b-25(b) AND (c)
[X] 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;
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be filed on
or before the fifteenth calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q, or portion thereof
will be filed on or 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 Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
On February 19, 2002, Orion Power Holdings, Inc. ("Orion") was acquired
by Reliant Resources, Inc. ("RRI"). As a result of (i) the timing of this
transaction, and (ii) the resulting turnover in accounting staff at Orion
responsible for the preparation and reporting of Orion's financial statements,
Orion is not able to timely file its Form 10-Q for the first quarter of 2002
without unreasonable or undue effort, expense or burden.
-2-
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
C. Ronald Greenman, Jr. (410) 230-3500
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
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.
Net income decreased for the first quarter of 2002 as compared to the
first quarter of 2001, primarily as a result of increased general and
administrative expenses. The increase in general and administrative expenses
occurred primarily due to costs of severance and buyout packages paid to former
executives of Orion Power Holdings, Inc. ("Orion") and expenses incurred for
financial services rendered (legal and consulting) prior to the acquisition of
Orion by Reliant Resources, Inc.
Orion Power Holdings, Inc.
--------------------------------
(Name of the Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: May 15, 2002 By: /s/ C. Ron Greenman, Jr.
------------------------------------
C. Ron Greenman, Jr.
Controller
-3-