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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 13, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FIRSTENERGY CORP.
(Exact name of registrant as specified in its charter)
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<S> <C>
OHIO 34-1843785
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
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76 SOUTH MAIN STREET
AKRON, OHIO 44308
(330) 384-5100
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
NANCY C. ASHCOM
CORPORATE SECRETARY
FIRSTENERGY CORP.
76 SOUTH MAIN STREET
AKRON, OHIO 44308
(330) 384-5504
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
JOHN H. BYINGTON, ESQ.
WINTHROP, STIMSON, PUTNAM & ROBERTS
ONE BATTERY PARK PLAZA
NEW YORK, NEW YORK 10004-1490
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
PROPOSED PROPOSED
TITLE OF EACH MAXIMUM MAXIMUM
CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE(1) REGISTRATION FEE
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Common Stock, $.10 par value........... 10,000,000 shares $25 7/16 $254,375,000 $77,084
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933 based on the
average of the reported high and low sales of the Common Stock reported on
the New York Stock Exchange on November 10, 1997.
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this registration statement shall become
effective on such date as the commission, acting pursuant to said Section 8(a),
may determine.
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
PROSPECTUS
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(SUBJECT TO COMPLETION, ISSUED NOVEMBER 13, 1997)
FIRSTENERGY CORP.
LOGO
LOGO
STOCK INVESTMENT PLAN
10,000,000 SHARES
COMMON STOCK
(PAR VALUE $.10 PER SHARE)
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The FirstEnergy Corp. Stock Investment Plan (the "Plan") provides a way for
shareholders and employees of FirstEnergy Corp. (the "Company") and its
subsidiaries, as well as others, to purchase shares of the Company's common
stock. Participants in the Plan may:
- Reinvest all or a portion of cash dividends paid on shares of the Company
or its subsidiaries registered in their names, as well as any common stock
credited to their Plan accounts, to purchase shares of Company common
stock.
- Make an initial investment in Company common stock with a cash payment of
at least $250 or, if already a shareholder or employee of the Company or
its subsidiaries, make an investment in Company common stock with optional
cash investments at any time of at least $25 per payment. Cash investments
are limited to a maximum of $100,000 per calendar year.
- Receive certificates for whole shares of common stock credited to their
Plan accounts upon request.
- Deposit certificates representing Company common stock into the Plan for
safekeeping.
- Sell shares of common stock credited to their Plan accounts through the
Plan.
Cash dividends and cash investments under the Plan will be used to purchase
shares of Company common stock which, at the option of the Company, will be
either newly issued shares or will be purchased on behalf of Plan participants
in the open market by an Independent Agent appointed by the Company. The price
of shares purchased in the open market under the Plan will be the weighted
average price paid by the Independent Agent for the shares over the purchase
period. The price of newly issued shares acquired under the Plan will be the
average of the high and low prices of the Company's common stock as reported in
The Wall Street Journal's report of New York Stock Exchange Composite
Transactions for the investment date. In both cases, the purchase price will
include a transaction fee which is not expected to exceed $.09 per share. The
Company will receive all of the proceeds resulting from the purchase of newly
issued shares under the Plan. The Company does not receive any part of the
proceeds resulting from the purchase of shares in the open market under the Plan
other than a portion of the related transaction fees designed to cover
administrative costs. The cost to the Company to implement the Plan is estimated
to be $150,000. Some or all of these costs may be recovered through the
transaction fees.
The price of shares sold by a participant under the Plan will be the
weighted average price at which the Independent Agent or other designated broker
sells these shares and the other shares that aggregated for sale with them. The
sale price received by a participant will be reduced by a transaction fee which
is not expected to exceed $.09 per share.
Fees payable by a Plan participant will be added to the purchase price for
shares purchased, and deducted from the selling price for shares sold, under the
Plan. (See Questions 15 and 22.)
This Prospectus describes the provisions of the Plan and should be retained
by participants for future reference. The Company's common stock is listed on
the New York Stock Exchange under the symbol "FE".
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The date of this Prospectus is , 1997
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TABLE OF CONTENTS
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AVAILABLE INFORMATION......................................................... 1
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE............................. 1
THE COMPANY................................................................... 2
DESCRIPTION OF THE PLAN....................................................... 3
Purpose.................................................................. 3
Administration........................................................... 3
Participation............................................................ 4
Dividend Reinvestment.................................................... 5
Cash Investments......................................................... 5
Investment Dates......................................................... 6
Purchases................................................................ 7
Safekeeping Option For Common Stock Certificates......................... 8
Sales, Certificate Withdrawals And Closing Plan Accounts................. 8
Reports To Participants.................................................. 10
Tax Consequences......................................................... 10
Other Information........................................................ 10
USE OF PROCEEDS............................................................... 12
DESCRIPTION OF COMMON STOCK................................................... 12
LEGAL MATTERS................................................................. 14
EXPERTS....................................................................... 14
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and, in accordance therewith, files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information concerning the Company can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549; Northwestern Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60604; and Seven World Trade
Center, 13th Floor, New York, New York 10048. Copies of such materials can be
obtained from the Public Reference Section of the Commission at its principal
office at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
The information described above can also be obtained from the Web site
maintained by the Commission (http://www.sec.gov). In addition, material filed
by the Company can be inspected at the offices of the New York Stock Exchange,
20 Broad Street, New York, New York 10005. Inquiries concerning such reports and
other information may also be directed to the Company at the address and phone
number indicated herein under "The Company".
The Company has filed with the Commission a Registration Statement on Form
S-3 with respect to the offering made hereby. This Prospectus does not contain
all of the information set forth in the Registration Statement and the exhibits
thereto. Copies of the Registration Statement and the exhibits thereto may be
inspected without charge at offices of the Commission, and copies of all or any
portion thereof may be obtained from the Commission upon payment of the
prescribed fees.
------------------------
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company or its subsidiaries with the
Commission are incorporated by reference into this Prospectus and made a part
hereof as of their respective dates:
1. Annual Report on Form 10-K for the year ended December 31, 1996 of:
(a) Ohio Edison Company
(b) Centerior Energy Corporation
2. Quarterly Reports on Form 10-Q for the quarters ended March 31, 1997,
June 30, 1997 and September 30, 1997 of:
(a) Ohio Edison Company
(b) Centerior Energy Corporation
3. Current Report on Form 8-K of the Company dated November 10, 1997.
4. Current Reports on Form 8-K of Ohio Edison Company dated January 28,
1997, April 1, 1997, and November 12, 1997.
5. Current Reports on Form 8-K of Centerior Energy Corporation dated
January 28, 1997, February 6, 1997, June 18, 1997, July 30, 1997, and
September 19, 1997.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of this offering shall be deemed to be
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incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents. Such documents and the documents enumerated
above are hereinafter referred to as "Incorporated Documents"; provided,
however, that the documents enumerated above or subsequently filed by the
Company pursuant to Sections 13, 14 or 15 of the Exchange Act in each year
during which this offering is in effect prior to the filing with the Commission
of the Company's Annual Report on Form 10-K covering such year shall not be
Incorporated Documents or be incorporated by reference in this Prospectus or be
a part hereof from and after such filing of such Annual Report on Form 10-K. Any
statement contained in an Incorporated Document shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed Incorporated Document
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
You may obtain information concerning the business and affairs of the
Company and its subsidiaries by requesting copies of and reading the
Incorporated Documents.
THE COMPANY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM A
COPY OF THIS PROSPECTUS HAS BEEN DELIVERED, ON THE WRITTEN OR ORAL REQUEST OF
ANY SUCH PERSON, A COPY OF ANY DOCUMENT REFERRED TO ABOVE WHICH HAS BEEN
INCORPORATED IN THIS PROSPECTUS BY REFERENCE OTHER THAN EXHIBITS TO SUCH
DOCUMENT (UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO
SUCH DOCUMENT). REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO: INVESTOR
SERVICES, FIRSTENERGY CORP., 76 SOUTH MAIN STREET, AKRON, OHIO 44308-1890,
TELEPHONE: (800) 736-3402.
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION
NOT CONTAINED, OR INCORPORATED BY REFERENCE, IN THIS PROSPECTUS, AND, IF GIVEN
OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS IS NOT AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH
JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
THE COMPANY
The principal executive office of the Company is located at 76 South Main
Street, Akron, Ohio 44308. Its telephone number is (330) 384-5100.
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DESCRIPTION OF THE PLAN
The following questions and answers describe the terms and conditions of
the Plan. We suggest that you keep this Prospectus for future reference.
PURPOSE
1. Q. What is the purpose of the Plan?
A. The purpose of the Plan is to provide shareholders and employees of the
Company and its subsidiaries, as well as others, a way to purchase shares
of the Company's common stock. Purchases can be made by investing cash
and/or reinvesting cash dividends.
ADMINISTRATION
2. Q. Who administers the Plan?
A. The Company will administer the Plan. This will include keeping the Plan
records and serving as custodian for shares held in the Plan. If the
Company elects to meet the purchase requirements of participants through
purchases of shares of common stock in the open market, funds for
investment will be promptly deposited into an escrow account for the
benefit of Plan participants. An Independent Agent appointed by the
Company will then act on behalf of participants in buying such shares.
The Independent Agent, or such other registered securities broker
designated by the Company, will sell Plan shares on behalf of
participants.
The Company reserves the right to interpret and regulate the Plan as
deemed necessary or desirable. Neither the Company nor its Independent
Agent will be liable for any act done in good faith or for any omission
to act in good faith, including, without limitation, any claim of
liability arising out of failure to close a participant's account upon
the participant's death prior to receipt of written notice of such death,
or with respect to the prices at which shares of common stock are
purchased or sold for the participant's account and the times when such
purchases and sales are made, or with respect to any loss or fluctuation
in the market value after the purchase or sale of such shares. However,
the Company shall not be relieved from any liability imposed under any
federal, state or other applicable securities law that cannot be waived.
3. Q. Who should I contact with questions concerning the Plan?
A. You may call the Company's Investor Services toll-free at 1-800-736-3402.
Or, you may write to the following address:
FIRSTENERGY CORP.
INVESTOR SERVICES
76 S. MAIN STREET
AKRON, OH 44308-1890
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PARTICIPATION
4. Q. Who is eligible to participate in the Plan?
A. All registered shareholders and employees of the Company and its
subsidiaries are eligible to participate. In addition, any person or
entity who is not a registered shareholder or employee is eligible to
participate provided that in the case of citizens or residents of a
country other than the United States, its territories and possessions,
their participation would not violate local laws applicable to the
Company, the Plan or the participant.
5. Q. How do I enroll in the Plan or change my method of participation?
A. SHAREHOLDERS -- Current registered shareholders can enroll by completing
and signing a Plan Enrollment Form.
EMPLOYEES -- Employees can enroll by completing and signing a Plan
Enrollment Form/Payroll Deduction Authorization Form (Form 133, available
from department secretary). If voluntary payroll deductions are not
desired, this form must be accompanied by a cash payment.
OTHER PERSONS OR ENTITIES -- If you are not a registered shareholder or
employee, you can enroll by making an initial cash investment of at least
$250 and completing and signing a Plan Enrollment Form. The Enrollment
Form requires each person to certify that he/she is of legal age and to
provide information necessary to open an account, such as the stock
registration desired, address and taxpayer identification number.
You may change the method of participation at any time by completing and
signing another Plan Enrollment Form. In the case of an employee who is
using payroll deductions to invest in the Plan, the amount of the
deduction can be changed or canceled by completing and signing another
Plan Enrollment Form/Payroll Deduction Authorization Form.
6. Q. What dividend payment options are provided under the Plan?
A. The Plan provides complete flexibility in regard to how dividends are
paid. You are asked to provide payment instructions by completing both
Parts (A) and (B) of the Dividend Reinvestment and Payment Instructions
Section of the Plan Enrollment Form. Part (A) contains payment
instructions for shares that are currently held, or may be held in the
future, by you in certificate form. Part (B) contains payment
instructions for shares that are currently held, or may be held in the
future, by the Company in an account for you. Dividend payment options
are as follows:
REINVEST DIVIDENDS ON ALL SHARES -- All dividends are reinvested to
purchase shares of Company common stock.
PAY CASH DIVIDENDS ON ALL SHARES -- All dividends are paid in cash. (See
below for direct deposit information.)
PAY CASH DIVIDENDS ON PORTION OF SHARES -- You may elect to have a
portion of dividends paid in cash and reinvest the remaining dividends to
purchase shares of Company common stock by selecting the number of
shares, the percent, or the dollar amount of dividends to be paid in
cash. (See below for direct deposit information.)
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If you elect to receive all or a portion of your dividends in cash, your
cash dividends may be deposited directly into your checking, savings or
credit union account at any financial institution that accepts electronic
direct deposits. Receiving your payments by direct deposit ensures that
the funds will be deposited into your bank account on the payment date.
If you are interested in direct deposit of dividends, you should complete
the appropriate section on the Enrollment Form or call Investor Services
for a Direct Deposit Authorization Form.
7. Q. When must my Plan Enrollment Form be received by the Company?
A. For dividends to be reinvested, your Enrollment Form must be received by
the Company on or before the record date for the dividend payment;
otherwise, reinvestment of dividends will start with the next succeeding
dividend payment. The dividend record and payment dates for preferred
stock dividends vary and can be obtained by contacting the Company. The
dividend record and payment dates for common stock dividends, which must
be declared by the Board of Directors, are expected to be as follows:
Record dates -- Fifth business day of February, May, August, November
Payment dates -- March 1, June 1, September 1, December 1
For initial cash investments, a properly completed Enrollment Form and
the initial cash payment must be received by the Company before a cash
Investment Date, which will be the 1st and 15th day of each month.
Otherwise, the investment will be made on the next succeeding cash
Investment Date.
DIVIDEND REINVESTMENT
8. Q. What is meant by dividend reinvestment?
A. If you have elected to reinvest all or a portion of your dividends, the
Company will take those dividends and purchase shares of Company common
stock for you. The amount reinvested will be reduced by any amount that
is required to be withheld under any applicable tax or other statutes and
by applicable transaction fees. See the "Purchases" section for more
detailed information.
CASH INVESTMENTS
9. Q. Who is eligible to make cash investments?
A. All persons and entities that are eligible to participate in the Plan are
eligible to make cash investments. See Question 4 for Plan eligibility
requirements.
10. Q. What are the minimum and maximum cash investments?
A. If you are not a registered shareholder or employee of the Company or its
subsidiaries, the initial cash investment must be at least $250.
If you are a registered shareholder or employee of the Company or its
subsidiaries, the minimum cash investment is $25 per payment; however,
for employees who elect to use payroll deduction to make cash
investments, the minimum deduction is $10.
The maximum amount of cash investments is $100,000 per calendar year.
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11. Q. How do I make a cash investment?
A. If you are not a current Plan participant, you must enclose a check with
your Plan Enrollment Form.
If you are a current Plan participant, you can make a cash investment by
sending a check or by signing up for automatic electronic investments as
discussed below. When sending a check, you should attach a cash
investment form which is attached to your Plan statements. You may also
send a check without a cash investment form; however, your stock
registration and tax identification number should be included on your
check for account identification purposes, along with a cover letter
requesting that the check be used to purchase common stock of the
Company. If you are sending a cash payment to open a new account, you
must send a letter of instruction providing the name, address and tax
identification number (include an IRS Form W-9) for the new account.
All checks should be made payable to "FirstEnergy Corp." and sent to
FirstEnergy Investor Services at 76 South Main Street, Akron, OH
44308-1890. For the protection of participants, the Company discourages
sending cash or endorsed second-party checks. Cash investments received
from foreign shareholders must be in United States dollars.
You may authorize monthly automatic electronic cash investments by
completing the appropriate section on the Enrollment Form or by
completing an Automatic Electronic Investment Authorization Form
available from Investor Services. This enables you to make regular
investments, if you choose, without the inconvenience of writing and
mailing checks. If you authorize automatic electronic cash investments,
funds will be withdrawn from your bank or credit union account around the
25th day of each month and will be invested on the next Investment Date
following the withdrawal. Your bank, savings association or credit union
must be a member of the National Automated Clearinghouse Association. You
may change the amount automatically withdrawn or the financial
institution at any time by completing a new Automatic Electronic
Investment Authorization Form, and you may stop automatic electronic cash
investments by notifying Investor Services in writing.
Cash investments, pending purchase of common stock through the Plan, will
be credited to your Plan account and held in a bank account which will be
separated from funds of the Company. No interest will be paid by the
Company on cash held for investment.
You may request the return of a cash investment upon written request
received by the Company not later than 48 hours prior to the applicable
investment date.
INVESTMENT DATES
12. Q. When are the Investment Dates for Plan purchases?
A. Investment Dates for reinvested dividends are the dividend payment dates.
Payment dates for common stock dividends are expected to be March 1, June
1, September 1 and December 1. Payment dates for preferred stock can be
obtained by contacting the Investor Services.
Investment Dates for cash investments are the 1st and 15th day of each
month. Cash investments must be received by the Company by the business
day before the Investment Date in order to be
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invested on such Investment Date. Otherwise, the cash investments will be
held by the Company and invested on the next Investment Date.
In order to receive dividends on shares of common stock purchased with
cash investments, the shares must be purchased on an Investment Date
prior to the dividend record date. Record dates for common stock
dividends are expected to be the fifth business day of February, May,
August and November.
PURCHASES
13. Q. What is the price of shares purchased under the Plan?
A. Cash dividends and cash investments will be used to purchase shares of
the Company's common stock which, at the option of the Company, will be
either newly issued or will be purchased on behalf of Plan participants
in the open market by an Independent Agent appointed by the Company.
When shares are purchased in the open market, the purchase price per
share will be the weighted average price of the aggregated shares
purchased by the Independent Agent during the purchase period plus a
transaction fee which is not expected to exceed $.09 per share. Purchases
may begin before the Investment Date and should be completed no more than
ten days after the Investment Date, although the purchase period could be
longer. The length of the purchase period is affected by the amount of
funds to be invested, the availability of shares in the open market and
market conditions. In regard to purchases made by the Independent Agent,
neither the Company nor any participant will have any authority or power
to direct the time or price at which shares may be purchased; the markets
on which the shares are to be purchased (including any securities
exchange, the over-the-counter market or negotiated transactions); or the
selection of the broker or dealer (other than any Independent Agent)
through whom purchases may be made. The Independent Agent will combine
the funds of all participants for the purpose of executing purchase
transactions.
When shares to be purchased are satisfied by newly issued shares, the
price will be the average of the high and low prices of the Company's
common stock, as reported in The Wall Street Journal's report of New York
Stock Exchange Composite Transactions, for the Investment Date (or the
next preceding day on which the Company's common stock is traded on the
New York Stock Exchange, if it is not traded on the Investment Date),
plus a transaction fee which is not expected to exceed $.09 per share.
The primary consideration in determining the source of shares of common
stock to be used for purchases under the Plan is expected to be the
Company's need to increase equity capital. If the Company does not need
to raise funds externally or if the need for funds is satisfied using
sources other than the issuance of new shares through the Plan, shares of
common stock purchased for participants under the Plan will be purchased
in the open market. As of the date of this Prospectus, shares of common
stock purchased for participants under the Plan are being purchased in
the open market by an Independent Agent.
If shares cannot be purchased with respect to an Investment Date, or if
such purchase is deemed to be otherwise inadvisable by the Company or the
Independent Agent, the dividends and cash
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investments which otherwise would have been invested will be paid or
returned, as the case may be, to the participants without interest.
14. Q. How many shares of common stock will be purchased?
A. The number of shares (including any fraction of a share rounded to three
decimal places) of common stock purchased for you will be determined by
dividing the total amount of cash dividends and/or cash investments to be
invested for you on such Investment Date by the purchase price.
All shares purchased under the Plan are held by the Company and credited
to your Plan account until such time as you request the withdrawal of
shares from your Plan account.
15. Q. Do I incur any fees for shares purchased under the Plan?
A. Yes. There is a transaction fee for each share purchased to cover
brokerage commissions and administrative costs of the Plan. This
transaction fee is not expected to exceed $.09 per share.
SAFEKEEPING OPTION FOR COMMON STOCK CERTIFICATES
16. Q. What is the purpose and advantages of the safekeeping option?
A. The purpose of the Plan's safekeeping option is to enable you to deposit
any FirstEnergy common stock certificates into the Plan for safekeeping.
The shares are held by the Company and credited to your Plan account, and
the shares are shown on dividend checks and/or Plan account statements
and otherwise treated in the same manner as shares purchased through the
Plan. The Company does not offer safekeeping for preferred stock
certificates.
Benefits of the Plan's safekeeping option include: you will not have to
worry or bear the cost of protecting stock certificates or replacing
certificates due to loss, theft or destruction; you can request that a
certificate for whole shares be issued at no cost to you at any time; and
because shares held in safekeeping are treated in the same manner as
shares purchased through the Plan, you may sell them through the Plan in
a convenient manner.
17. Q. How do I use the safekeeping option?
A. At the time of Plan enrollment, you may take advantage of the safekeeping
option by sending your certificate(s), unsigned, to FirstEnergy Investor
Services with a Plan Enrollment Form. Or, at any time after enrollment,
you may send your certificate(s), unsigned, with a signed letter of
instruction requesting that the Company hold the shares in safekeeping
and stating whether the dividends for shares being sent are to be
reinvested or paid in cash. Registered mail is suggested when mailing
certificates.
SALES, CERTIFICATE WITHDRAWALS AND CLOSING PLAN ACCOUNTS
18. Q. How do I receive a certificate for or sell a portion of my Plan shares?
A. To receive a certificate for or to sell a portion of the shares credited
to your Plan account, you must notify the Company of the number of whole
shares to be issued in certificate form or to be sold.
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19. Q. How do I close my Plan account?
A. To close a Plan account, you must notify the Company and provide
instructions as to whether a certificate is to be issued, the shares are
to be sold, or both. If both, the number of whole shares for which a
certificate is to be issued must be specified so that the remainder of
the shares can be sold. When requested to issue a certificate only, or if
no instructions are provided, the Company will issue a certificate for
all whole shares credited to the account and a check for the value of any
fraction of a share. The check for the fraction will be based on the
closing sale price of the Company's common stock, as reported in The Wall
Street Journal's report of New York Stock Exchange Composite
Transactions, for the trading day immediately preceding the day the
request is processed by the Company.
20. Q. How long will it take to withdraw certificates or close my Plan account?
A. It normally takes three business days from the time a request is received
by the Company until an account is closed or a certificate is issued.
However, if we receive your request to close your Plan account between a
dividend record date and the date that the additional shares purchased
with your reinvested dividend are credited to your account, your request
may not be processed until the additional shares are credited to your
Plan account (approximately two weeks after the dividend payment date).
The additional shares purchased will be added to your account, and all
shares will be issued or sold as soon as possible thereafter, depending
on your instructions. Upon request, however, the Company can issue a
certificate for or sell all whole shares currently in your Plan account,
and then close your account by issuing another certificate for or selling
the additional shares purchased after the shares are credited to your
Plan account.
The Plan does not provide for the automatic issuance of certificates
after a purchase, and certificates for fractions of shares will not be
issued under any circumstances. Certificates representing Plan shares
will be issued in the name under which your account is maintained. If you
desire to transfer Plan shares to another registration, you should
contact the Company for transfer instructions.
21. Q. How often are shares sold and at what price?
A. Participants' requests to sell Plan shares will be aggregated by the
Company and sold at least once a week. (See Question 20 for information
on requests to sell all shares in and close a Plan account after a
dividend record date). The Company will place a market order with the
Independent Agent or broker designated by the Company, who will sell the
shares as soon as practicable. Neither the Company nor any participant
will have any authority or power to direct the time or price at which
shares may be sold.
The price of the shares sold will be the weighted average price of the
aggregated shares sold by the Independent Agent or designated broker less
a transaction fee which is not expected to exceed $.09 per share. A check
for sale of the shares, less the transaction fee, will generally be
mailed to the participant three business days after the shares are sold.
22. Q. Will I incur any fees for shares sold under the Plan?
A. Yes. There is a transaction fee for each share sold to cover brokerage
commissions and administrative costs of the Plan. This transaction fee is
not expected to exceed $.09 per share.
9
<PAGE> 13
REPORTS TO PARTICIPANTS
23. Q. What reports will I receive as a Plan participant?
A. If you reinvest some or all of your dividends, you will receive a Plan
statement about three weeks after each dividend payment date. You will
also receive a Plan statement about two weeks after any Investment Date
that you invest cash.
If you receive a dividend check for some or all of your dividends, you
will receive account information on the stub attached to the check.
In addition to periodic account statements, a FirstEnergy Plan account
history report is available at any time upon request to the Company. This
report is a summary of all Plan purchases and withdrawals and provides a
concise and thorough record for you.
You will receive copies of the same communications sent to other
registered shareholders of common stock, including the Company's annual
report, interim reports, notice of annual meeting and proxy statement,
and income tax information.
TAX CONSEQUENCES
24. Q. What are the tax consequences of participation in the Plan?
A. You will have the same federal income tax obligations with respect to
your dividends as shareholders who are not Plan participants. This means
that dividends reinvested under the Plan are taxable as ordinary income
even though you did not actually receive them in cash.
The selling of shares, including any fractional share, may give rise to a
capital gain or loss for federal income tax purposes. Any such gain or
loss will be determined by the difference between your net proceeds from
the sale and your tax basis in the shares sold.
The original tax basis of shares acquired through the Plan is equal to
their purchase price per share, including brokerage commission and other
fees. See Question 13 for information regarding the purchase price of
shares acquired through the Plan.
Any capital gain or loss will be long-term or short-term according to
your holding period and current tax laws. The holding period for the
shares acquired under the Plan commences the day after the applicable
Investment Date.
The above tax information is only a general discussion of certain tax
aspects of an investment in the Plan. You should consult your personal
tax adviser as to all of the tax consequences of participating in the
Plan, including the application of current and proposed federal, state,
local, foreign and other tax laws.
OTHER INFORMATION
25. Q. What happens if the Company issues a stock dividend or declares a stock
split?
A. Any shares of common stock distributed by the Company as a stock dividend
on shares credited to your Plan account, or as a split of these shares,
will be credited to your Plan account. Stock
10
<PAGE> 14
dividends or split shares distributed on any shares held by you in certificate
form will be mailed directly to you in the same manner as to shareholders who
are not participating in the Plan.
26. Q. If the Company has a rights offering, how will the rights on Plan shares
be handled?
A. Rights on shares held by you in certificate form and on any shares, both
whole and fractional, credited to your Plan account will be mailed
directly to you in the same manner as to shareholders not participating
in the Plan.
27. Q. How will shares I hold in the Plan be voted at meetings of shareholders?
A. You will receive a proxy card which will enable you to vote both shares
credited to your Plan account and shares held by you in certificate form.
28. Q. Can shares credited to my Plan account be pledged?
A. No. Shares credited to your Plan account may not be pledged. If you wish
to pledge such shares you must request the issuance of a stock
certificate for such shares.
29. Q. Who bears the risk of market price fluctuations affecting the value of
Plan shares?
A. Each individual participant in the Plan bears the risk of market price
changes affecting the value of the stock. The Company cannot assure you
of a profit or protect you against a loss on any shares you hold,
purchase or sell under the Plan.
30. Q. Can the Company terminate my participation in the Plan?
A. If you do not have at least one whole share of common stock credited to
your Plan account, your participation in the Plan may be terminated by
the Company upon written notice to you. Additionally, the Company may
terminate your participation in the Plan after written notice mailed in
advance to you. If your participation has been terminated, you will
receive (1) a certificate for all of the whole shares of common stock
credited to your account, (2) any uninvested dividend or cash investment
credited to your account and (3) a check for the cash value of any
fraction of a share of common stock credited to your account. Such
fraction of a share will be valued at the average of the high and low
prices of the Company's common stock as reported in The Wall Street
Journal's report of New York Stock Exchange Composite Transactions for
the trading day preceding the date of termination.
31. Q. May the Plan be changed, suspended or discontinued?
A. The Company reserves the right, for any reason, to modify, suspend or
terminate any provision of the Plan, or the Plan as a whole, at any time.
All participants will receive notice of any such modification, suspension
or termination. Typically, notice of a modification will be provided
prior to the effectiveness of the modification and notice of suspension
or termination will be given after the fact, but this may not always be
the case. If the Plan is suspended, the Company may similarly, for any
reason, reinstate the Plan at any time. Again, notice will be given to
participants of the reinstatement and such notice may be given before or
after the fact.
11
<PAGE> 15
Upon any termination of the Plan by the Company, you will receive (1) a
certificate for all of the whole shares of common stock credited to your
account, (2) any uninvested dividend or cash investment credited to your
account and (3) a check for the cash value for any fraction of a share of
common stock credited to your account. Such fraction of a share will be
valued at the average of the high and low prices of the Company's common
stock as reported in The Wall Street Journal's report of New York Stock
Exchange Composite Transactions for the trading day preceding the date of
termination.
IF YOU HAVE QUESTIONS CONCERNING THE PLAN OR THE COMPANY, PLEASE CALL INVESTOR
SERVICES AT 1-800-736-3402.
USE OF PROCEEDS
The proceeds from the sale to the Plan of any newly issued stock will be
used to meet working capital and capital expenditure requirements of the
Company's subsidiaries and for other corporate purposes.
DESCRIPTION OF COMMON STOCK
Certain provisions of the Company's Articles of Incorporation and Code of
Regulations are summarized or referred to below. The summaries are merely an
outline, do not purport to be complete, do not relate to or give effect to the
provisions of statutory or common law, and are qualified in their entirety by
express reference to such Articles of Incorporation and Code of Regulations.
The Company is authorized by its Articles of Incorporation to issue
300,000,000 shares of common stock, par value $.10 per share, of which
approximately 200,000,000 shares were issued and outstanding as of November 13,
1997. The Company is also authorized by its Articles of Incorporation to issue
5,000,000 shares of preferred stock, par value $100 per share, of which none
were issued and outstanding as of November 13, 1997. The common stock currently
outstanding is, and the common stock offered pursuant to this Prospectus will
be, fully paid and non-assessable.
DIVIDEND RIGHTS
Subject only to the prior rights and preferences of any issued and
outstanding shares of the Company's preferred stock, the holders of the common
stock shall be entitled to receive dividends thereon when, as and if declared by
the Board of Directors of the Company out of funds of the Company legally
available therefor. There can be no assurance that funds will be legally
available to pay dividends at any given time or that, if funds are available,
the Board of Directors will declare a dividend.
LIQUIDATION RIGHTS
In the event of any dissolution or liquidation of the Company, the holders
of common stock shall be entitled to receive, pro rata, after the prior rights
of the holders of any issued and outstanding shares of the Company's preferred
stock have been satisfied, all of the assets of the Company that remain
available for distribution after payment in full of all liabilities of the
Company.
12
<PAGE> 16
VOTING RIGHTS
The holders of common stock of the Company are entitled to one vote on each
matter submitted for their vote at any meeting of the shareholders of the
Company for each share of the Company's common stock held of record as of the
record date for such meeting. Under the Company's Articles of Incorporation, the
voting rights, if any, of the Company's preferred stock may differ from the
voting rights of the Company's common stock. The holders of common stock are not
entitled to cumulate their votes for the election of directors. The Company's
Articles of Incorporation provide that the Board of Directors be divided into
three classes with the term of office of the respective classes to expire in
successive years.
In order to amend or repeal, or adopt any provision inconsistent with, the
provisions of the Company's Articles of Incorporation dealing with (a) the right
of the Board of Directors to establish the terms of unissued shares or to
authorize the acquisition by the Company of its outstanding shares; (b) the
absence of cumulative voting and preemptive rights; or (c) the requirement that
80% of the voting power of the Company's outstanding shares must approve the
foregoing, 80% of the voting power of the Company's outstanding shares must
approve. In addition, the approval of 80% of the voting power of the Company's
outstanding shares must be obtained to amend or repeal the provisions of the
Company's Code of Regulations dealing with (a) the time and place of
shareholders' meetings, the manner in which special meetings of shareholders are
called or the way business is conducted at such meetings; (b) the number,
election and terms of directors, the manner of filling vacancies on the Board of
Directors, the removal of directors or the manner in which directors are
nominated; or (c) the indemnification of officers or directors. Amendment of the
provision of the Code of Regulations that requires the approval of 80% of the
voting power of the Company's outstanding shares in the instances enumerated
above requires the same level of approval.
Adoption of amendments to the Company's Articles of Incorporation (other
than those requiring 80% approval as specified above), adoption of a plan of
merger, consolidation or reorganization, authorization of a sale or other
disposition of all or substantially all of the assets of the Company not made in
the usual and regular course of its business or adoption of a resolution of
dissolution, and any other matter which would otherwise require a two-thirds
approving vote, require the approval of two-thirds of the voting power of the
Company's outstanding shares, unless the Company's Board of Directors provides
otherwise, in which case, these matters will require the approval of a majority
of the voting power of the Company's outstanding shares and the approval of a
majority of the voting power of any shares entitled to vote as a class.
NO PREEMPTIVE OR CONVERSION RIGHTS
Holders of common stock have no preemptive or conversion rights and are not
subject to further calls or assessments by the Company. There are no redemption
or sinking fund provisions applicable to the common stock.
LISTING
The outstanding common stock of the Company is traded on the New York Stock
Exchange.
13
<PAGE> 17
TRANSFER AGENTS AND REGISTRARS
The Transfer Agent and Registrar for the common stock of the Company is
FirstEnergy Securities Transfer Company, a wholly owned subsidiary of the
Company.
LEGAL MATTERS
The legality of the common stock offered hereby has been passed upon for
the Company by Anthony J. Alexander, Esq., Executive Vice President and General
Counsel of the Company. As of November 8, 1997, Mr. Alexander owned 12,612
shares of the Company's common stock.
EXPERTS
The financial statements and the related financial statement schedules
incorporated in this prospectus by reference from the Annual Reports on Form
10-K for the year ended December 31, 1996 of Ohio Edison Company and Centerior
Energy Corporation have been audited by Arthur Andersen LLP, independent public
accountants, as stated in their reports included and incorporated by reference
into such Annual Reports on Form 10-K. The financial statements and the related
financial statement schedules thereto are incorporated by reference herein in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said reports.
14
<PAGE> 18
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.*
<TABLE>
<S> <C>
Securities and Exchange Commission filing fee...................... $ 77,084
Costs of printing and engraving.................................... 30,000
Legal fees and expenses............................................ 30,000
Accounting fees and expenses....................................... 10,000
Miscellaneous expenses............................................. 2,916
-------
Total......................................................... $150,000
=======
</TABLE>
----------------------
* All expenses except for the Securities and Exchange Commission filing
fee are estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 1701.13 (E) of the Ohio Statute gives a corporation incorporated
under the laws of Ohio power to indemnify any person who is or has been a
director, officer or employee of that corporation, or of another corporation at
the request of that corporation, against expenses, judgments, fines and amounts
paid in settlement actually and reasonably incurred by him or her in connection
with any threatened, pending or completed action, suit or proceeding, criminal
or civil, to which he or she is or may be made a party because of being or
having been such director, officer or employee, provided that in connection
therewith, such person is determined to have acted in good faith in what he or
she reasonably believed to be in or not opposed to the best interest of the
corporation of which he or she is a director, officer or employee, without
reasonable cause, in the case of a criminal matter, to believe that his or her
conduct was unlawful. The determination as to the conditions precedent to the
permitted indemnification of such person is made by the directors of the
indemnifying corporation acting at a meeting at which, for this purpose, any
director who is a party to or threatened with any such action, suit or
proceeding may not be counted in determining the existence of a quorum and may
not vote. If, because of the foregoing limitations, the directors are unable to
act in this regard, such determination may be made by the majority vote of the
corporation's voting shareholders (or without a meeting upon two-thirds written
consent of such shareholders), by judicial proceeding or by written opinion of
legal counsel not retained by the corporation or any person to be indemnified
during the five years preceding the date of determination.
Section 31 of the Company's Code of Regulations provides in relevant part
as follows:
"The Corporation shall indemnify, to the full extent then permitted by
law, any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact
that he is or was a member of the Board of Directors or an officer,
employee or agent of the Corporation, or is or was serving at the request
of FirstEnergy as a director, trustee, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise."
II-1
<PAGE> 19
Section 1701.13(E) of the Ohio Statute provides that the indemnification
thereby permitted shall not be exclusive of any other rights that directors,
officers or employees may have, including rights under insurance, purchased by
the corporation. The Company has insurance covering, subject to certain
deductible provisions, its liabilities and expenses which might arise in
connection with its lawful indemnification of its directors and officers for
certain of such directors' and officers' liabilities and expenses and also
covering, subject to certain deductible provisions, its officers against certain
other liabilities.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- --------- ---------------------------------------------------------------------------
<S> <C> <C>
4(a) -- Company's Articles of Incorporation (physically filed and designated in
Registration No. 333-21011 as Exhibit (3)-1).
4(b) -- Code of Regulations of the Company (physically filed and designated in
Registration No. 333-21011 as Exhibit (3)-2).
4(c) -- Form of Common Stock Certificate (to be filed by Amendment).
4(d) -- FirstEnergy Corp. Stock Investment Plan (set forth in full in the
Prospectus, to which reference is hereby made).
5 -- Opinion of Anthony J. Alexander, Esq., Executive Vice President and General
Counsel of the Company, as to the securities being registered (to be filed
by Amendment).
23(a) -- Consent of Anthony J. Alexander, Esq. (contained in Exhibit 5).
23(b) -- Consent of Arthur Andersen LLP (to be filed by Amendment).
</TABLE>
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales of the registrant's
securities are being made, a post-effective amendment to this registration
statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (i) and (ii) do not apply if the information
required to be included in a post-effective amendment in those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered
II-2
<PAGE> 20
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the provisions described under Item 15 above, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of such Registrant
in the successful defense of an action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-3
<PAGE> 21
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Akron and State of Ohio, on the 13th day of November,
1997.
FirstEnergy Corp.
By /s/ W. R. HOLLAND
---------------------------------
W. R. Holland
Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
- ----------------------------------- ---------------------------------- -------------------
<S> <C> <C>
/s/ W.R. HOLLAND Chairman of the Board and Chief November 13, 1997
- ----------------------------------- Executive Officer (Principal
W.R. Holland Executive Officer)
/s/ H.P. BURG President and Director (Principal November 13, 1997
- ----------------------------------- Financial Officer)
H.P. Burg
/s/ HARVEY L. WAGNER Controller (Principal Accounting November 13, 1997
- ----------------------------------- Officer)
Harvey L. Wagner
/s/ ROBERT M. CARTER Director November 13, 1997
- -----------------------------------
Robert M. Carter
/s/ CAROL A. CARTWRIGHT Director November 13, 1997
- -----------------------------------
Carol A. Cartwright
/s/ WILLIAM F. CONWAY Director November 13, 1997
- -----------------------------------
William F. Conway
/s/ R.L. LOUGHHEAD Director November 13, 1997
- -----------------------------------
R.L. Loughhead
/s/ RUSSELL W. MAIER Director November 13, 1997
- -----------------------------------
Russell W. Maier
/s/ GLENN H. MEADOWS Director November 13, 1997
- -----------------------------------
Glenn H. Meadows
/s/ PAUL J. POWERS Director November 13, 1997
- -----------------------------------
Paul J. Powers
</TABLE>
II-4
<PAGE> 22
<TABLE>
<CAPTION>
NAME TITLE DATE
- ----------------------------------- ---------------------------------- -------------------
<S> <C> <C>
/s/ CHARLES W. RAINGER Director November 13, 1997
- -----------------------------------
Charles W. Rainger
/s/ ROBERT C. SAVAGE Director November 13, 1997
- -----------------------------------
Robert C. Savage
/s/ GEORGE M. SMART Director November 13, 1997
- -----------------------------------
George M. Smart
/s/ JESSE T. WILLIAMS, SR. Director November 13, 1997
- -----------------------------------
Jesse T. Williams, Sr.
</TABLE>
II-5
<PAGE> 23
EXHIBIT INDEX
<TABLE>
<S> <C>
4(a) Company's Articles of Incorporation (physically filed and designated in
Registration No. 333- 21011 as Exhibit (3)-1).
4(b) Code of Regulations of the Company (physically filed and designated in
Registration No. 333-21011 as Exhibit (3)-2).
4(c) Form of Common Stock Certificate (to be filed by amendment).
4(d) FirstEnergy Corp. Stock Investment Plan (set forth in full in the Prospectus,
to which reference is hereby made).
5 Opinion of Anthony J. Alexander, Esq., Executive Vice President and General
Counsel of the Company, as to the securities being registered (to be filed by
amendment).
23(a) Consent of Anthony J. Alexander, Esq. (contained in Exhibit 5).
23(b) Consent of Arthur Andersen LLP (to be filed by amendment).
</TABLE>
II-6
