As filed with the Securities and Exchange Commission on March 25,
1998
Registration No.
---------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
REGISTRATION STATEMENT
ON
FORM S-8
Under
THE SECURITIES ACT OF 1933(1)
---------------------
FIRSTENERGY CORP.
(Exact name of issuer as specified in its charter)
Ohio 34-1843785
(State of Incorporation) (I.R.S. Employer
Identification No.)
76 South Main Street
Akron, Ohio 44308
(Address of principal executive offices)
Ohio Edison System Savings Plan
(Full title of Plan)
--------------------
Nancy C. Ashcom, Corporate Secretary
FirstEnergy Corp.
76 South Main Street
Akron, Ohio 44308
(330) 384-5504
(Name and address of agent for service)
----------------------
Copies to:
Winthrop, Stimson, Putnam & Roberts
One Battery Park Plaza
New York, New York 10004-1490
(212) 858-1000
Attention: John H. Byington, Esq.
Approximate date of commencement of proposed sales: From time to
time after the effective date of the Registration Statement
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION
- -----------------------------------------------------------------------------------------------------
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered(2) Offering Price Aggregate Offering Registration Fee(3)
Per Share Price
- ------------------ ------------- ------------------- ------------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock, par 6,000,000 $30.406.25 $182,437,500 $53,820
value $0.10 per shares
share
<FN>
- -----------------
(1) In addition, pursuant to Rule 416(c) under the Securities
Act of 1933 this registration statement also covers an
indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan described herein.
(2) This Registration Statement shall be deemed to cover
additional securities to be issued in connection with or as
a result of stock splits, stock dividends or similar
transactions.
(3) Pursuant to Rule 457(h) and Rule 457(c), the proposed
maximum offering price per share and the registration fee
are based on the reported average of the high and low prices
for FirstEnergy Corp. Common Stock on the New York Stock
Exchange on March 18, 1998.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have heretofore been filed by
the Company with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as
amended (the "1934 Act") are incorporated by reference herein and
shall be deemed to be a part hereof:
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, amendment to such Form 8-K on Form 8-K/A dated January
22, 1998, and Current Report on Form 8-K of the Company dated
December 1, 1997.
4. Current Reports on Form 8-K of Ohio Edison Company dated
January 28, 1997, April 1, 1997, and November 12, 1997 and March
23, 1998.
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 with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act
prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities
offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference
in this Registration Statement and made a part hereof from their
respective dates of filing (such documents, and the documents
enumerated above, being hereinafter referred to as "Incorporated
Documents"); provided, however, that the documents enumerated
-------- -------
above or subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the 1934 Act in each year during
which the offering made by this Registration Statement 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
Registration Statement or be a part hereof from and after the
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
Registration Statement 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 Registration
Statement.
Item 4. Description of Securities.
The authorized capital stock of the Company consists of
300,000,000 shares of Common Stock and 5,000,000 shares of
preferred stock, par value $100 per share.
Certain provisions of the Company's Amended Articles of
Incorporation (the "Articles") and Amended Code of Regulations
(the "Regulations") are summarized or referred to below. The
following description of the Company's capital stock does not
purport to be complete and is qualified in its entirety by
reference to the Articles and Regulations, as well as applicable
statutory or other law.
FirstEnergy Common Stock
Voting Rights. The holders of Common Stock will be entitled
to one vote on each matter submitted to a vote at a meeting of
shareholders for each share of Common Stock held of record by
such holder as of the record date for such meeting. Under the
Articles, the voting rights, if any, of the Company's preferred
stock may differ form 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 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 Articles 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 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 manner in which
directors are nominated; or (c) the indemnification of officers
or directors. Amendment of the provision of the 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 a plan of merger, consolidation or
reorganization, as well as adoption of certain amendments to the
Articles (other than those requiring 80% approval as specified
above), 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 of the Company, and any other matter
which would otherwise require a two-thirds approving vote,
require authorization by the holders of two-thirds of the voting
power of the outstanding shares of Common Stock, unless the Board
of Directors provides otherwise by resolution, in which case such
authorization shall be by a majority of the voting power of the
Company and the approval of a majority of the voting power of any
shares entitled to vote as a class, to the extent not
inconsistent with the Articles or the Regulations.
Dividends. Subject to prior rights and preferences of any
issued and outstanding shares of the Company's preferred stock,
the holders of Common Stock will be entitled to receive dividends
when, as and if declared by the Board of Directors out of funds
of the Company legally available therefor. The Company's ability
to pay dividends depends primarily upon the ability of its
subsidiaries to pay dividends or otherwise transfer funds to it.
The articles of incorporation, certain mortgages and other
agreements, as supplemented, of Ohio Edison Company, Pennsylvania
Power Company, The Cleveland Electric Illuminating Company and
The Toledo Edison Company, the Company's direct and indirect
electric utility subsidiaries, contain provisions which, under
certain conditions, restrict the ability of these subsidiaries to
transfer funds to the Company in the form of cash dividends.
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 a liquidation,
dissolution or winding up of the affairs of the Company, the
holders of Common Stock will be entitled to share ratably, after
the prior rights of the holders of any issued and outstanding
shares of the Company's preferred stock have been satisfied, in
any assets remaining after payment in full of all liabilities of
the Company.
No Preemptive, Redemption or Conversion Rights. The holders
of Common Stock will have no preemptive rights to acquire or
subscribe to any shares, or securities convertible into shares,
of Common Stock. The holders of Common Stock will have no
redemption or conversion rights.
Listing. The outstanding Common Stock of the Company is
traded on the New York Stock Exchange.
Transfer Agent and Registrar. The Transfer Agent and
Registrar for the Common Stock is FirstEnergy Securities Transfer
Company, a wholly owned subsidiary of the Company.
FirstEnergy Preferred Stock
Pursuant to Article IV of the Articles, the Board of
Directors has the authority to issue preferred stock from time to
time in one or more classes or series. Pursuant to Article V of
the Articles, the Board of Directors is authorized to adopt
amendments to the Articles to fix or change the express terms of
any unissued or treasury shares of any class, including preferred
stock.
STOCK INVESTMENT PLAN
The Company has adopted a Stock Investment Plan (the "Plan")
which provides a way for shareholders and employees of the
Company and its subsidiaries, as well as others, to purchase
shares of the Company's Common Stock. The following summary of
the Plan does not purport to be complete and is qualified in its
entirety by reference to the Plan. Participants in the Plan may:
(a) 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 Common Stock.
(b) Make an initial investment in 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 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.
(c) Receive certificates for whole shares of Common
Stock credited to their Plan accounts upon request.
(d) Deposit certificates representing Common Stock into
the Plan for safekeeping.
(e) 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 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 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.
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.
RIGHTS PLAN
On November 18, 1997 the Company authorized assignment of one
share purchase right (a "Right") for each outstanding share of
Common Stock (the "Shares") of the Company. Each Right entitles
the registered holder to purchase from the Company one Share at a
price of $70 per Share (the "Purchase Price"), when the Rights
become exercisable. The description and terms of the Rights are
set forth in a Rights Agreement (the "Rights Agreement") between
the Company and The Bank of New York, as rights agent (the "Rights
Agent"). This summary description of the Rights does not purport
to be complete and is qualified in its entirety by reference to
the Rights Agreement.
Rights Initially not Separable from Common Stock
The Rights will be evidenced by the Shares certificates until
the earlier of (i) 10 days following a public announcement that a
person or group of affiliated or associated persons (an "Acquiring
Person") has acquired, or obtained the right to acquire,
beneficial ownership of 15% or more of the outstanding Shares (the
date of such public announcement being called the "Share
Acquisition Date") or (ii) 10 days following the commencement or
announcement of an intention to make a tender offer or exchange
offer by a person other than the Company if, upon consummation of
the offer, such person, together with persons affiliated or
associated with it, would be the beneficial owner of 25% or more
of the outstanding Shares (the earlier of such days being called
the "Distribution Date"). The Rights Agreement provides that,
until the Distribution Date, the Rights will be transferred with
and only with the Shares. Until the Distribution Date (or earlier
redemption, termination or expiration of the Rights), new Share
certificates issued upon transfer or new issuance of Shares will
contain a notation incorporating the Rights Agreement by
reference. Until the Distribution Date (or earlier redemption,
termination or expiration of the Rights), the surrender for
transfer of any certificates for Shares will also constitute the
transfer of the Rights associated with the Shares represented by
such certificate.
Separation of Rights from Common Stock
As soon as practicable following the Distribution Date,
separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Shares
as of the close of business on the Distribution Date and such
separate Right Certificates alone will thereafter evidence the
Rights.
Exercise of Rights
The Rights are not exercisable until the Distribution Date.
The Rights will expire November 28, 2007 unless such date is
extended or unless the Rights are earlier redeemed by the Company
or exchanged for Shares, in each case as described below.
The Purchase Price payable, and the number of Shares or
other securities or property issuable, upon exercise of the
Rights are subject to adjustment from time to time to prevent
dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Shares, (ii)
upon the grant to holders of the Shares of certain rights or
warrants to subscribe for or purchase Shares at a price, or
securities convertible into Shares with a conversion price, less
than the then current market price of the Shares or (iii) upon
the distribution to holders of the Shares of evidences of
indebtedness or assets (excluding regular periodic cash dividends
paid out of earnings or retained earnings or dividends payable in
Shares) or of subscription rights or warrants (other than those
referred to above).
In the event that (i) the Company merges with or is involved
in another business combination transaction with an Acquiring
Person, (ii) 50% or more of its consolidated assets or earning
power are sold to an Acquiring Person, (iii) an Acquiring Person
acquires 25% or more of the Shares, or (iv) an Acquiring Person
engages in one or more self-dealing transactions with the
Company, then, proper provision will be made so that each holder
of a Right will thereafter have the right to receive, upon the
exercise thereof at the then current Purchase Price of the Right,
that number of shares of Common Stock of the Company or of the
acquiring company, as the case may be, which at the time of such
transaction will have a value double the amount of the Purchase
Price.
Any Rights that are or were beneficially owned at any time
on or after the Distribution Date by an Acquiring Person shall
become null and void upon the occurrence of any event described
in the preceding paragraph and no holder of such Rights shall
have any right with respect to such Rights from and after the
occurrence of any such event.
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an
adjustment of at least 1% in such Purchase Price. No fractional
Shares will be issued and in lieu thereof, an adjustment in cash
will be made based on the market price of the Shares on the last
trading day prior to the date of exercise.
Redemption of Rights
At any time prior to the 10th day following the Share
Acquisition Date (unless extended by the Company), the Board of
Directors of the Company may redeem the Rights in whole, but not
in part, at a price of $.001 per Right (the "Redemption Price").
In that connection, the amount payable to any holder of the
Rights will be rounded up to the nearest $.01. Payments of less
than $1.00 will be sent to holders of the Rights only if the
particular holder entitled to the payment specifically requests
that the payment be sent. Immediately upon the action of the
Company ordering redemption of the Rights, the right to exercise
the Rights will terminate and the only right of the holders of
Rights will be to receive the Redemption Price.
Exchange of Rights
After the Distribution Date and prior to the time an
Acquiring Person has acquired 50% or more of the then outstanding
Shares, the Company may require that some or all of the Rights be
exchanged on a one for one basis (subject to adjustment for stock
splits, stock dividends and other similar transactions) for
Shares. To the extent that Rights are required to be exchanged
for Shares, the right to exercise those Rights will terminate and
the only right of the holder thereof will be to exchange those
Rights for Shares.
Amendments
The terms of the Rights may be amended by the Company
without the consent of the holders of the Rights, including an
amendment to extend the period during which the rights may be
redeemed, except that after the Distribution Date no such
amendment may otherwise adversely affect the interests of the
holders of the Rights. In the event an Acquiring Person, after
triggering the redemption option of the Company, reduces its
shareholdings to less than 15% then the redemption rights are
reinstated.
No Rights as a Shareholder
Until a Right is exercised, the holder thereof, as such,
will have no rights as a shareholder of the Company, including,
without limitation, the right to vote or to receive dividends.
Effect of Rights
The Rights will not prevent a takeover of the Company. The
Rights, however, may cause substantial dilution to a person or
group that acquires 15% or more of the Common Stock unless the
Rights are first redeemed by the Board of Directors of the
Company. Nevertheless, the Rights should not interfere with a
transaction that is in the best interests of the Company and its
shareholders because the Rights can be redeemed as herein
described before the consummation of such transaction.
Item 5. Interests of Named Experts and Counsel.
The legality of the Common Stock offered pursuant to this
registration statement has been passed upon for the Company by
Anthony J. Alexander, Esq., Executive Vice President and General
Counsel for the Company. Mr. Alexander is an officer of the
Company and a holder of shares (and options to purchase shares)
of Common Stock of the Company. As o March 23, 1998, Mr.
Alexander owned 13,130 shares of Common Stock of the Company.
Item 6. Indemnification of Directors and Officers.
Section 170.13(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 in connection with any threatened, pending or completed
action, suit or proceeding, criminal or civil, to which he 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 reasonably believed to be in or not opposed to the
best interest of the corporation of which he is a director,
officer or employee, without reasonable cause, in the case of a
criminal matter, to believe that his 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 the
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 as
follows:
"The Corporation shall indemnify, to the full extent
then permitted by law, any person who was 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." The
Company shall pay, to the full extent then required by law,
expenses, including attorney's fees, incurred by a member of
the Board of Directors in defending any such action, suit or
proceeding as they are incurred, in advance of the final
disposition thereof, and may pay, in the same manner and to
the full extent then permitted by law, such expenses
incurred by any other person. The indemnification and
payment of expenses provided hereby shall not be
of, and shall be in addition to, any other rights granted to
those seeking indemnification under any law, the Articles of
Incorporation, any agreement, vote of shareholders or
disinterested members of the Board of Directors, or
otherwise, both as to action in official capacities and as
to action in another capacity while he or she is a member of
the Board of Directors, or an officer, employee or agent of
the Company, and shall continue as to a person who has
ceased to be a member of the Board of Directors, trustee,
officer, employee or agent and shall inure to the benefit of
the heirs, executors and administrators of such a person."
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 shall pay, to the full extent then
required by law, expenses, including attorney's fees,
incurred by a member of the Board of Directors in defending
any such action, suit or proceeding as they are incurred, in
advance of the final disposition thereof, and may pay, in
the same manner and to the full extent then permitted by
law, such expenses incurred by any other person. The
indemnification and payment of expenses provided hereby
shall not be exclusive of, and shall be in addition to, any
other rights granted to those seeking indemnification under
any law, the Articles of Incorporation, any agreement, vote
of shareholders or disinterested members of the Board of
Directors, or otherwise, both as to action in official
capacities and as to action in another capacity while he or
she is a member of the Board of Directors, or an officer,
employee or agent of the Company, and shall continue as to a
person who has ceased to be a member of the Board of
Directors, trustee, officer, employee or agent and shall
inure to the benefit of the heirs, executors and
administrators of such a person."
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description
- ------- -----------
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 (Physically filed and
designated in Registration No. 333-40063 as Exhibit
4(c)).
4(d) FirstEnergy Corp. Stock Investment Plan (physically
filed and set forth in full in the Prospectus
contained in Registration Statement No. 333- 40063).
4(e) Rights Agreement dated as of November 18, 1997, between
FirstEnergy Corp. and The Bank of New York and form of
Right Certificate (physically filed and designated in
Current Report of Form 8-K dated November 18, 1997 as
Exhibit 4.1).
5 Opinion of Anthony J. Alexander, Esq., Executive Vice
President and General Counsel of the Company, as to the
securities being registered.
23(a) Consent of Anthony J. Alexander, Esq. (contained in
Exhibit 5)
23(b) Consent of Independent Accountants, Arthur Andersen LLP
24 Power of Attorney is included as part of the
registration statement.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales 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,
represents a fundamental change in the information set
forth in the registration statement;
(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 by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d)
of the 1934 Act 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 therein, and the offering of
such securities at that time shall be deemed to be in 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 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 the registration statement shall be
deemed to be a new registration statement relating to the
securities offered therein and the offering of such securities at
the time shall be deemed to be the initial bona fide offering
hereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the 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 the registrant in the successful
defense of any 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.
--------------
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-8 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 day of March, 1998.
---
FIRSTENERGY CORP.
By: /s/ H. Peter Burg
----------------------
H. Peter Burg
POWER OF ATTORNEY
Each person whose signature appears below hereby
severally constitutes and appoints H. Peter Burg and Nancy C.
Ashcom and each of them acting singly, as his or her true and
lawful attorney-in-fact and agent, with full and several power of
substitution and resubstitution, to sign for him or her and in
his or her name, place and stead, in any and all capacities
indicated below, the registration statement on Form S-8 filed
herewith and any and all pre-effective and post-effective
amendments and supplements to said registration statement, and to
file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and
thing requisite and necessary fully to all intents and purposes
as he or she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or his or her
substitute, may lawfully do or cause to be done by virtue
thereof.
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 dates indicated.
Name Title Date
---- ----- ----
/s/W. R. Holland Chairman of the Board December 17,1997
- ---------------- and Chief Executive
W. R. Holland Officer (Principal
Executive Officer and
Director)
/s/H.P.Burg President and Chief December 17, 1997
- ------------- Financial Officer
H.P. Burg (Principal Financial
Officer)
/s/Harvey L. Wagner Controller (Principal December 17, 1997
- ------------------- Accounting Officer)
Harvey L. Wagner
/s/Robert M. Carter
- ------------------- Director December 17, 1997
Robert M. Carter
/s/Carol A. Cartwright Director December 17, 1997
- ----------------------
Carol A. Cartwright
/s/William F. Conway Director December 17, 1997
- --------------------
William F. Conway
/s/R.L. Loughhead Director December 17, 1997
- -----------------
R.L. Loughhead
/s/Russell W. Maier Director December 17, 1997
- -------------------
Russell W. Maier
/s/Glenn H. Meadows Director December 17, 1997
- -------------------
Glenn H. Meadows
/s/Paul J. Powers Director December 17, 1997
- ------------------
Paul J. Powers
/s/Charles W. Rainger Director December 17, 1997
- ---------------------
Charles W. Rainger
/s/Robert C. Savage Director December 17, 1997
- -------------------
Robert C. Savage
/s/George M. Smart Director December 17, 1997
George M. Smart
/s/Jesse T.Williams,Sr. Director December 17, 1997
- ----------------------
Jesse T.Williams,Sr.
Pursuant to the requirements of the Securities Act of
1933, the plan administrators of the Ohio Edison System Savings
Plan have duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized in the
City of Akron, State of Ohio on March 25, 1998.
OHIO EDISON SYSTEM
SAVINGS PLAN
/s/ Richard H. Marsh
-------------------------
By: Richard H. Mars
- ----------------------------------------------------------------
- ----------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
EXHIBITS
filed with
Registration Statement
On
Form S-8
Under
The Securities Act of 1933
---------------
OHIO EDISON SYSTEM SAVINGS PLAN
(Full title of the plan)
FIRSTENERGY CORP.
(Exact name of issuer as specified in its charter)
- --------------------------------------------------------------
- --------------------------------------------------------------
FirstEnergy Corp.
-----------------
Exhibit Index
Exhibit Sequential
Number Description
- ------- -----------
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 (Physically filed
and designated in Registration No. 333-40063 as
Exhibit 4(c)).
4(d) FirstEnergy Corp. Stock Investment Plan (physically
filed and set forth in full in the Prospectus
contained in Registration Statement No. 333-40063).
4(e) Rights Agreement dated as of November 18, 1997,
between FirstEnergy Corp. and The Bank of New York
and form of Right Certificate (physically filed and
designated in Current Report of Form 8-K dated
November 18, 1997 as Exhibit 4.1).
5 Opinion of Anthony J. Alexander, Esq., Executive
Vice President and General Counsel of the Company,
as to the securities being registered.
23(a) Consent of Anthony J. Alexander, Esq. (contained in
Exhibit 5).
23(b) Consent of Independent Accountants, Arthur Andersen
& Co.
24 Power of Attorney is included as part of the
registration statement.
(..continued)
-2-
A:\63004810.04
14
A:\63004810.04
Exhibit Sequential
Number Description Page Number
2
A:\63004810.04
</TABLE>
EXHIBIT 5
and 23(a)
FirstEnergy Corp.
76 South Main Street
Akron, Ohio 44308
Re: Registration Statement on Form S-8 of
FirstEnergy Corp. Relating to the Issuance
Shares of Common Stock Pursuant to the Ohio
Edison System Savings Plan (the "Plan")
Ladies and Gentlemen:
I have acted as counsel to FirstEnergy Corp., an Ohio corporation
(the "Company"), in connection with the preparation of a registration
statement on Form S-8 (the "Registration Statement") to be filed with
the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act"), relating to the offering
of up to 6,000,000 shares (the "Shares") of the Company's Common Stock,
par value $.10 per share, to be issued pursuant to the provisions of the
Ohio Edison System Savings Plan (the "Plan"). I have examined such
records, documents, statutes and decisions as I have deemed relevant in
rendering this opinion.
I am of the opinion that when:
(a) the applicable provisions of the Securities
Act of 1933 and of State securities or blue sky laws
shall have been complied with, and
(b) the Company's Board of Directors shall have
duly authorized the issuance of such Shares, and
(c) the Shares shall have been duly issued and paid for
in an amount not less than par value of $.10 per share,
the Shares will be legally issued, fully paid and non-assessable.
I hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement. In giving such opinion, I do not thereby admit
that I am acting within the category of persons whose consent is
required under Section 7 of the Act or the rules or regulations of the
Commission thereunder.
Very truly yours,
/s/ Anthony J. Alexander, Esq.
Anthony J. Alexander, Esq.
EXHIBIT 23(b)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our reports
dated February 7, 1997 included (or incorporated by reference) in Ohio
Edison Company's Form 10-K for the year ended December 31, 1996 and our
reports dated February 14, 1997 included (or incorporated by reference)
in Centerior Energy Corporation's Form 10-K for the year ended December
31, 1996. We also consent to the incorporation by reference in this
Registration Statement of our report on the consolidated financial
statements of Ohio Edison Company for the year ended December 31, 1997,
dated February 13, 1998, included in Ohio Edison Company's Form 8-K
dated March 23, 1998, and to all references to our Firm included in
this Registration Statement.
/s/ Arthur Andersen, LLP
ARTHUR ANDERSEN LLP
Cleveland, OH
March 25, 1998
March 25, 1998
FirstEnergy Corp.
76 South Main Street
Akron, Ohio 44308
Gentlemen:
We are aware that FirstEnergy Corp. has incorporated by reference
in its Registration Statement on Form S-8 relating to the
registration of 6,000,000 shares of Common Stock for the Ohio
Edison System Savings Plan, Ohio Edison Company's Form 10-Q's for
the quarters ended March 31, 1997, June 30, 1997, and September
30, 1997, which include our reports dated May 12, 1997, August
13, 1997, and November 12, 1997, respectively, covering the
unaudited interim financial information contained therein.
Pursuant to Regulation C of the Securities Act of 1933, these
reports are not considered a part of the registration statement
prepared or certified by our Firm or a report prepared or
certified by our Firm within the meaning of Sections 7 and 11 of
the Act.
Very truly yours,
Arthur Andersen LLP
