FILE NO. 070-08989
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CERTIFICATE OF CONSUMMATION WITH RESPECT TO
ACQUISITION OF VOTING STOCK OF NON-AFFILIATE ELECTRIC UTILITY COMPANIES
FirstEnergy Corp.
Pursuant to requirements of Rule 24(a) of the Commission's regulations under the
Public Utility Holding Company Act of 1935, FirstEnergy Corp. ("FirstEnergy")
hereby reports and certifies as follows:
On November 8, 1997, FirstEnergy consummated the transactions
contemplated by the application/declaration (the "Application") in
File No. 070-08989. The transactions were carried out in accordance
with the terms and conditions of and for the purposes represented by
the Application and the order of the Commission issued in this file.
November 17, 1997
FirstEnergy Corp.
By /s/ H.L. Wagner
------------------------
Name: H.L. Wagner
Title: Controller
<PAGE>
[LETTERHEAD OF WINTHROP, STIMSON, PUTNAM & ROBERTS]
November 17, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: FirstEnergy Corp. Application/Declaration on Form U-1
-----------------------------------------------------
Ladies and Gentlemen:
We are New York counsel to FirstEnergy Corp., an Ohio corporation
("FirstEnergy"), and we are furnishing this opinion in connection with the
Certificate of Consummation of Transaction (the "Certificate") delivered on the
date hereof pursuant to the Public Utility Holding Company Act of 1935 (the
"Act") and Rule 24(a) thereunder, and relating to the Application/Declaration,
as amended, on Form U-1 (File No. 070-08989) (the "Declaration") of FirstEnergy,
in connection with the acquisition of voting stock of non-affiliate electric
utility companies. The Commission permitted the Declaration to become effective
by its Order set forth in Release No. 35-26772 dated November 5, 1997.
We have previously furnished our opinion dated January 24, 1997, filed
as Exhibit F-1 to the Declaration. In connection with this opinion, we have
examined such papers, documents and records, and have made such examination of
law and have satisfied ourselves as to such other matters as we have deemed
relevant or necessary for the purpose of this opinion. We have assumed the
authenticity of all documents submitted as originals, the genuiness of all
signatures, the legal capacity of natural persons and the conformity to
originals of all documents submitted as copies. We have also examined the
Declaration filed with the Securities and Exchange Commission (the "Commission")
under the Act requesting an order of the Commission under the Act (i)
authorizing the direct and indirect acquisition by FirstEnergy of all of the
issued and outstanding voting securities ("Common Stock") of Ohio Edison
Company, an Ohio corporation ("Ohio Edison"), The Cleveland Electric
Illuminating Company, an Ohio corporation ("Cleveland Electric"), The Toledo
Edison Company, an Ohio corporation ("Toledo Edison") and Pennsylvania Power
Company, a Pennsylvania corporation ("Penn Power") as well as 20.5% of the
Common Stock of Ohio Valley Electric Corporation, an Ohio corporation ("OVEC")
(which, in turn, owns all of the Common Stock of Indiana-Kentucky Electric
Corporation ("IKEC")) and (ii) granting such other authorizations as may be
necessary in connection therewith.
Such acquisition was effected on November 8, 1997 through the
transactions contemplated by (i) the Agreement and Plan of Merger, dated as of
September 13, 1996 (the "Merger Agreement") between Ohio Edison and Centerior,
(ii) the Merger Agreement by and among Ohio Edison Company, FirstEnergy Corp.
and Ohio Edison Acquisition Corp., attached to the Merger Agreement as Exhibit A
(the "Ohio Edison Merger Agreement"), and (iii) the Merger Agreement by and
among Centerior Acquisition Corp., FirstEnergy Corp. and Centerior Energy
Corporation, attached to the Merger Agreement as Exhibit B (the "Centerior
Merger Agreement" and, together with the Merger Agreement and the Ohio Edison
Merger Agreement, the "Merger Agreements"). The Merger Agreements provided,
among other things, for (i) the merger of Centerior with and into FirstEnergy
Corp., (immediately after the merger of a wholly-owned subsidiary of FirstEnergy
with and into Centerior pursuant to the Centerior Merger Agreement) and (ii) the
merger of another wholly-owned subsidiary of FirstEnergy with and into Ohio
Edison pursuant to the Ohio Edison Merger Agreement (collectively, the
"Merger"). FirstEnergy is now a holding company which directly holds all of the
Ohio Edison Common Stock, Cleveland Electric Common Stock and Toledo Edison
Common Stock. Penn Power remains a wholly-owned subsidiary of Ohio Edison.
FirstEnergy also owns indirectly 20.5% of the OVEC Common Stock. The Merger
Agreements provided for the issuance of approximately 230,300,000 shares, $0.10
par value, of common stock of FirstEnergy (the "Shares").
Based upon our examination of the Declaration and such other
instruments, documents and matters of law as we have deemed requisite, we are of
the opinion that:
1. FirstEnergy is duly incorporated and validly existing under the laws of
the State of Ohio, with full power and authority (corporate and other)
to own its properties and conduct its business as described in the
Declaration.
2. (i) All laws of the State of Ohio applicable to the Merger have been
complied with, (ii) the Shares are legally issued, fully paid and
nonassessable, and the holders thereof are entitled to the rights
appertaining thereto set forth in the Amended Articles of Incorporation
of FirstEnergy, (iii) FirstEnergy has legally acquired, directly or
indirectly, all of the issued and outstanding voting securities of Ohio
Edison, Cleveland Electric, Toledo Edison and Penn Power and 20.5% of
the issued and outstanding voting securities of OVEC and (iv) the
consummation of the transactions proposed in said Declaration did not
violate the legal rights of the holders of any securities issued by
FirstEnergy or any associate company thereof.
3. The acquisitions have been carried out in accordance with the
Declaration.
Very truly yours,
/s/ Winthrop, Stimson, Putnam & Roberts
<PAGE>
