File No. 33-
As filed with the Securities and Exchange Commission on April 22,
1998
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 TO FORM S-3
ON
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FirstEnergy Corp.
(Exact name of registrant as specified in charter)
OHIO 4911 34-1843785
State or other (Primary Standard (I.R.S. Employer
jurisdiction of Classification Code Identification)
Incorporation or Number)
Organization Number)
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
Tel. No. (330) 384-5504
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
John H. Byington, Esq.
Winthrop, Stimson, Putnam & Roberts
One Battery Park Plaza
New York, New York 10004
Tel. No. (212) 858-1102
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Approximate date of commencement of proposed sale to the
public: From time to time after the effective date of this
Registration Statement.
If the securities being registered on this Form are being
offered in connection with the formation of a holding company and
there is compliance with General Instruction G, 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. ?
_____________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Aggregate Price Per Aggregate Offering Price Registration Fee
Unit
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<S> <C> <C> <C> <C>
Common Stock* 7,000,000 shares** $30.40625*** $212,843,750*** $62,789
<FN>
* Includes rights to purchase shares of Common Stock under the Company's
Rights Agreement.
** 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.
*** Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457
**** Already paid.
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</TABLE>
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 the Registration Statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
PROSPECTUS
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7,000,000 Shares
FirstEnergy Corp.
COMMON STOCK
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FirstEnergy Corp. (the "Company") may from time to time
offer and issue its Common Stock (par value $.10 per share) (the
"Common Stock"), in connection with future acquisitions by the
Company, directly or indirectly, of various businesses,
properties or interests therein. Such Common Stock may be issued
in exchange for shares of capital stock, other securities,
partnership interests or other assets representing an interest,
direct or indirect, in other companies, or in exchange for assets
used in or related to the business of such entities. In general,
the terms of such acquisitions will be determined by negotiations
with the representatives of the businesses or properties to be
acquired or, in the case of companies which are more widely held,
through exchange offers to stockholders or documents soliciting
the approval of statutory mergers, consolidations or sales of
assets. See "Plan of Distribution". Underwriting discounts or
commissions will generally not be paid by the Company, and the
Company will not receive any cash proceeds in connection with the
issuance and sale of the Common Stock offered hereby. Brokers'
or finders' fees may be paid from time to time with respect to
specific acquisitions. Under such circumstances Common Stock
covered by this Prospectus may be used in payment of such fees.
This Prospectus, with the prior consent of the Company, may
be used by persons ("Selling Shareholders") who will have
received the Common Stock covered by this Prospectus in
connection with such acquisitions by the Company and who may wish
to sell such stock in circumstances requiring or making desirable
its use. Selling Shareholders may sell the shares of Common
Stock covered by this Prospectus privately in negotiated
transactions or publicly in one or more transactions, as
described more fully herein. See "Plan of Distribution".
Selling Shareholders and broker-dealers that participate with
Selling Shareholders in such sales of Common Stock, and any
brokers or finders who receive Common Stock as fees, may be
deemed to be "underwriters" within the meaning of Section 2(11)
of the 1933 Act, and any commissions or fees received by them and
any profit on the resale of shares of Common Stock may be deemed
to be underwriting compensation. The Company will not receive
any of the proceeds of the sale of shares of Common Stock by any
such person.
The Company may agree to indemnify the Selling Shareholders
and/or broker-dealers against certain civil liabilities,
including liabilities under the 1933 Act, and to reimburse them
for certain expenses in connection with the sale of Common Stock.
The Common Stock is, and the shares of Common Stock to be
offered pursuant to this Prospectus will upon notice of issuance
be, listed under the symbol "FE" on the New York Stock Exchange
("NYSE"). The last reported sale price on the NYSE on April 17,
1998 was $31-1/2 per share.
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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 ____________, 1998
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.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934 (the "1934 Act") and in
accordance therewith files reports, proxy and information
statements and other information with the Securities and Exchange
Commission (the "SEC"). Such reports, proxy and information
statements and other information can be inspected and copied at
the public reference facilities maintained by the SEC at 450
Fifth Street, N.W., Washington, D.C. 20549, and at its regional
offices at Citicorp Center, Suite 1400, 500 West Madison Street,
Chicago, Illinois 60661 and Suite 1300, 7 World Trade Center, New
York, New York 10048. Copies of such material can also be
obtained from the Public Reference Section of the SEC at 450
Fifth Street, N.W., Washington, D. C. 20549, at prescribed
rates. The SEC also maintains a web site (http://www.sec.gov.)
that contains reports, proxy and information statements and other
information regarding the Company. Certain securities of the
Company are listed on the New York Stock Exchange, 20 Broad
Street, New York, New York 10005, and reports, proxy material and
other information concerning the Company may be inspected at the
office of that Exchange.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This Prospectus incorporates documents by reference which
are not presented herein or delivered herewith. These documents
are available upon request from Investor Services, FirstEnergy
Corp., 76 South Main Street, Akron, Ohio 44308 (telephone 800-
736-3402). In order to ensure timely delivery of the documents,
any request should be made at least five business days prior to
the closing of any transaction in which the shares of Common
Stock offered hereby are to be issued.
The following documents filed by the Company with the SEC
pursuant to the 1934 Act are incorporated into this Prospectus by
reference:
1. Annual Report on Form 10-K for the year ended December 31,
1997.
2. Amendment to Current Report on Form 8-K of the Company dated
November 10, 1997 on Form 8-K/A dated January 22, 1998.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act prior to the
termination of the offering of the Common Stock shall be deemed
to be 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 1934 Act in each
year during which this offering is in effect prior to the filing
with the SEC 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.
The Company hereby undertakes to provide, without charge, to
each person, including any beneficial owner, to whom a copy of
this Prospectus is delivered, upon written or oral request of
such person, a copy of any or all of the documents referred to
above which have been or may be incorporated by reference in this
Prospectus, other than exhibits to such documents not
specifically incorporated by reference herein. Requests for such
copies should be directed to Investor Services, FirstEnergy
Corp., 76 South Main Street, Akron, Ohio 44308 (telephone 800-
736-3402).
SUMMARY
FirstEnergy Corp.
FirstEnergy Corp. was formed in September 1996. As a result
of the 1997 merger of Ohio Edison Company and Centerior Energy
Corporation, the Company became the parent of four utility
operating companies - Ohio Edison Company, its subsidiary,
Pennsylvania Power Company, The Cleveland Electric Illuminating
Company and The Toledo Edison Company. Combining the resources
of these subsidiaries, the Company is the nation's twelfth
largest investor-owned electric system. The system serves 2.2
million customers within 13,200 square miles of northern and
central Ohio and western Pennsylvania, generates approximately $5
billion in annual revenues and owns more than $18 billion in
assets, including ownership in 18 power plants.
The Company's principal executive offices are located at 76
South Main Street, Akron Ohio 44308.
Selected Financial Information
Set forth below is certain historical financial information
of the Company. This information should be read in conjunction
with the financial statements of the Company and the respective
notes thereto included in documents incorporated herein by
references. See "Incorporation of Certain Documents by
Reference."
<TABLE>
(In thousands, except per share amounts)
Year Ended December 31 (1)
<CAPTION>
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1997(2) 1996 1995 1994 1993 (3)
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<S> <C> <C> <C> <C> <C>
Operating Revenues $2,821,435 $2,469,785 $2,465,846 $2,368,191 $2,369,940
Net Income $ 305,774 $ 302,673 $ 294,747 $ 281,852 $ 59,017
Weighted Average
Number of Common
Shares Outstanding 157,464 144,095 143,692 143,237 152,569
Earnings Per Share of
Common Stock $1.94 $2.10 $2.05 $1.97 $0.39
Dividends Declared Per
Share of Common Stock $1.50 $1.50 $1.50 $1.50 $1.50
As at December 31 (1)
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BALANCE SHEET 1997(2) 1996 1995 1994 1993
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<S> <C> <C> <C> <C> <C>
Total Assets $18,080,795 $9,054,457 $8,892,088 $9,045,255 $8,964,841
Preferred Stock of consolidated
subsidiaries subject to
mandatory redemption 214,864 35,000 40,000 40,000 45,000
Ohio Edison obligated
mandatorily redeemable
preferred securities of
subsidiary trust holding
solely Ohio Edison
subordinated debentures 120,000 120,000 120,000 _ _
Long-term debt 6,969,835 2,712,760 2,786,256 3,166,593 3,039,263
<FN>
________________________________
1 Derived from audited financial information.
2 Net Income and Earnings Per Share of Common Stock include net after tax charges of $34,014,000
and $.22 per share, respectively, relating to a voluntary retirement program and estimated
severance expenses. The Company's 1997 results include the results of The Cleveland Electric
Illuminating Company and The Toledo Edison Company for the period November 8, 1997 through
December 31, 1997.
3 Net Income and Earnings Per Share of Common Stock include net after tax charges of $218,377,000
and $1.43 per share, respectively, relating primarily to the termination of Perry Unit 2,
partially offset by the cumulative effect of a change in accounting for unbilled revenues.
</TABLE>
Regulatory and Tax Consequences
The federal or state regulatory and federal income tax
consequences of the transactions in which the shares of Common
Stock offered hereby will be issued are dependent upon the terms
and conditions of the transaction or transactions in which such
shares are issued. Such information, if material, will be
provided in a supplement to this Prospectus.
DESCRIPTION OF FIRSTENERGY CAPITAL STOCK
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.
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.
USE OF PROCEEDS
This Prospectus relates to shares of Common Stock which may
be offered and issued by the Company from time to time in
connection with the acquisitions of businesses, assets,
properties or interests therein. Other than the businesses,
assets, properties or interests acquired, there will be no
proceeds to the Company from these offerings. When this
Prospectus is used in a public reoffering or resale of Common
Stock acquired pursuant to this Prospectus, the Selling
Shareholders shall receive any proceeds from resales and not the
Company.
PLAN OF DISTRIBUTION
Summary and Purpose of Proposed Transactions
The federal or state regulatory and federal income tax
consequences of the transactions in which the shares of Common
Stock offered hereby will be issued are dependent upon the terms
and conditions of the transaction or transactions in which such
shares are issued. Such information, if material, will be
provided in a supplement to this Prospectus.
The shares of Common Stock covered by this Prospectus may be
offered and issued from time to time in connection with future
acquisitions by the Company, directly or indirectly, various
businesses, properties or interests therein. The Company intends
to offer and sell the Common Stock from time to time to persons
from whom it acquires such businesses, properties or interests.
Such Common Stock may be issued in exchange for shares of capital
stock, other securities, partnership interests or other assets
representing an interest, direct or indirect, in other companies,
or in exchange for assets used in or related to the business of
such entities. The consideration offered by the Company in such
acquisitions in addition to the shares of Common Stock offered
hereby may include cash, debt, other securities of the Company or
assumption by the Company of liabilities to which the property or
business being acquired is subject, or any combination thereof.
In general, the terms of such acquisitions will have been
determined by negotiations with the representatives of the
businesses or properties acquired or, in the case of companies
which are more widely held, through exchange offers to
stockholders or documents soliciting the approval of statutory
mergers, consolidations or sales of assets. Any shares of Common
Stock issued by the Company will have been issued either at or
higher or lower than prevailing market prices for the Common
Stock (either at the time of agreement of the terms of the
acquisition or at or about the time of the closing of the
acquisition and the issuance of the shares). The Company
reserves the right to issue and sell any or all of such shares at
any time or from time to time. Underwriting discounts or
commissions will generally not be paid by the Company, and the
Company will not receive any cash proceeds in connection with the
issuance and sale of the Common Stock offered hereby. Brokers'
or finders' fees may be paid from time to time with respect to
specific acquisitions. Under such circumstances Common Stock
covered by this Prospectus may be used in payment of such fees.
In determining whether to issue shares of Common Stock to
finance all or a part of the consideration for an acquisition,
the Board of Directors of the Company may consider a number of
different factors, including but not limited to the availability
and cost of alternative means of financing the acquisition, the
Company's current and anticipated capital resources and working
capital and cash needs, the number of shares of Common Stock that
would be issuable in such acquisition, the prevailing market
prices for the Common Stock and the anticipated effect of the
issuance of such Common Stock on the Company's earnings and book
value per share and prevailing market price for the Common Stock.
In addition to shares of Common Stock, it is anticipated that any
such acquisition would be financed with funds derived from cash
on hand or from operations or with debt financing in the form of
Company-issued promissory notes or debentures, or funds made
available to the Company by banks or financial institutions under
unsecured lines of credit. The Company has made no arrangements
and has no agreements providing for the financing of any
acquisitions; however, the Company believes that such financing
will be available to its on acceptable terms should the need
arise.
With the prior consent of the Company, this Prospectus may
also be used by persons ("Selling Shareholders") who receive from
the Company shares of Common Stock covered by this Prospectus in
connection with such acquisitions and who may wish to sell such
shares under circumstances requiring or making desirable its use.
The Company's consent to use of this Prospectus may be
conditioned upon such terms and conditions as the Company, in its
sole discretion, may determine, including, without limitation,
such Selling Shareholder's agreeing not to offer more than a
specified number of shares during a particular period of time or
agreeing that any such offering be effected in an organized
manner through registered securities dealers. The names of the
Selling Shareholders, the nature of any relationship any
particular Selling Shareholder has with the Company and the
number of shares owned by and to be offered by a Selling
Shareholder pursuant to this Prospectus may be set forth in a
supplement or amendment to this Prospectus.
Such sales of shares of Common Stock by the Selling
Shareholders using this Prospectus may be made from time to time
privately at negotiated prices or publicly in one or more
transactions (which may involve crosses or block transactions) on
the NYSE or otherwise, in special offerings, sales pursuant to
Rule 144 under the 1933 Act, exchange distributions or secondary
distributions pursuant to and in accordance with the rules of the
NYSE, in the over-the-counter market, or a combination of such
methods of sale, at prices at or reasonably related to market
prices at the time of sale or at negotiated prices. The Selling
Shareholders may effect such transactions by selling shares to or
through broker-dealers, which may act as agent or as principal
and, when acting as agent, may receive commissions from the
purchasers as well as from the sellers (if also acting as agent
for the purchasers). Selling Shareholders and brokers or dealers
selling shares of Common Stock for Selling Shareholders or
purchasing such shares for purposes of resale may be deemed to be
an underwriter under the 1933 Act, and any compensation received
by any such person may be deemed underwriting compensation (which
compensation may be in excess of customary commissions). The
Company will not receive any of the proceeds of the sale of
shares of Common Stock by any such person.
The Company may agree to indemnify the Selling Shareholders
and/or broker-dealers against certain civil liabilities,
including liabilities under the 1933 Act, and to reimburse them
for certain expenses in connection with the sale of Common Stock.
This Prospectus 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.
Regulatory and Tax Consequences
The federal or state regulatory and federal income tax
consequences of the transactions in which the shares of Common
Stock offered hereby will be issued are dependent upon the terms
and conditions of the transaction or transactions in which such
shares are issued. Such information, if material, will be
provided in a supplement to this Prospectus.
LEGAL OPINIONS
The validity of the Common Stock will be passed upon by
David L. Feltner, Associate General Counsel for the Company. As
of April 20, 1998, Mr. Feltner owned 2,908 shares of the Common
Stock of the Company.
EXPERTS
The consolidated financial statements and related financial
statement schedule, incorporated by reference in this Prospectus
from the Annual Report on Form 10-K for the year ended December
31, 1997 of the Company have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports
with respect thereto. The above mentioned report is incorporated
by reference herein in reliance upon the authority of said firm
as experts in accounting and auditing in giving said reports.
- ----------------------------------------------------------------
No dealer, salesman or other person has been authorized to
give any information or to make any representation, other than
those contained in this Prospectus, in connection with the offer
made by this Prospectus, and, if given or made, such information
or representations must not be relied upon as having been
authorized by the Company. 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 or
thereof. This Prospectus does not constitute an offer or
solicitation by anyone in any jurisdiction in which such offer or
solicitation is not authorized or in which the person making such
offer is not qualified to do so or to anyone to whom it is
unlawful to make such offer or solicitation.
----------------------
TABLE OF CONTENTS
Page
----
AVAILABLE INFORMATION 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 2
SUMMARY 3
DESCRIPTION OF FIRSTENERGY CAPITAL STOCK 4
RIGHTS PLAN 6
USE OF PROCEEDS 9
PLAN OF DISTRIBUTION 9
LEGAL OPINIONS 11
EXPERTS 11
------------------------
7,000,000 Shares
FirstEnergy Corp.
Common Stock
-------------------------
PROSPECTUS
-------------------------
____________, 1998
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers.
-----------------------------------------
Section 1701.13(E) of Title 17 of Page's Ohio Revised Code
Annotated 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, and 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.
Regulation 31 of the Company's Code of Regulations provides
as follows:
"The Company 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 or she is or was a member of the Board of
Directors or an officer, employee or agent of the Company,
or is or was serving at the request of the Company 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 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."
Section 1701.13(E) of Title 17 of Page's Ohio Revised Code
Annotated 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.
Regulation 32 of the Company's Code of Regulations provides
as follows:
"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 21. Exhibits and Financial Statement Schedules.
------------------------------------------
An Exhibit Index, containing a list of all exhibits to this
registration statement, commences on page II-8.
Item 22. Undertakings.
------------
The undersigned registrant hereby undertake:
(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 (the "1933
Act");
(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. Notwithstanding the
foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered
would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in
the effective 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.
(2) That, for the purpose of determining any liability
under the 1933 Act, 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 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 1933 Act, each filing of the registrant's annual
report pursuant to Section 13(a) or 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 that time shall
be deemed to be the initial bona fide offering thereof.
(5) To respond to requests for information that is
incorporated by reference into the prospectus pursuant to Item 4,
10(b), 11, or 13 of this Form, within one business day of receipt
of such request, and to send the incorporated documents by first
class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the
effective date of the registration statement through the date of
responding to the request;
(6) To supply by means of a post-effective amendment all
information concerning a transaction, and the company being
acquired involved therein, that was not the subject of and
included in the registration statement when it became effective;
(7) That prior to any public reoccurring of the
securities registered hereunder through use of a prospectus which
is a part of this registration statement, by any person or party
who is deemed to be an underwriter within the meaning of Rule
145(c), the issuer undertakes that such reoccurring prospectus
will contain the information called for by the applicable
registration form with respect to reofferings by persons who may
be deemed underwriters, in addition to the information called for
by the other Items of the applicable form; and
(8) That every prospectus; (I) that is filed pursuant to
paragraph (7) immediately preceding, or (ii) that purports to
meet the requirements of Section 10(a)(3) of the Act and is used
in connection with an offering of securities subject to Rule 415,
will be filed as a part of an amendment to the registration
statement and will not be used until such amendment is effective,
and that, for purposes of determining any liability under the
Act, 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 the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
1933 Act 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 Securities and Exchange Commission such indemnification is
against public policy as expressed in the 1933 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 1933 Act and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant 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 21st
day of April, 1998.
FIRSTENERGY CORP.
By /s/WILLARD R. HOLLAND
----------------------
Willard R. Holland
Chairman and Chief Executive Officer
Each of the undersigned directors and officers of the
Registrant, individually as such director and/or officer, hereby
makes, constitutes and appoints H. Peter Burg and Nancy C.
Ashcom, and each of them, singly or jointly, with full power of
substitution, as his true and lawful attorney-in-fact and agent
to execute in his name, place and stead, in any and all
capacities, and to file with the Commission, this registration
statement and any and all amendments, including post-effective
amendments, to this registration statement, which amendment may
make such changes in the registration statement as the registrant
deems appropriate hereby ratifying and confirming all that each
of said attorneys-in-fact, or his, her or their substitute or
substitutes, may do or cause to be done by virtue hereof.
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.
Signature Title Date
---------- ----- ----
/s/Willard R. Holland Chairman of the Board April 21,1998
- --------------------- and Chief Executive
(Willard R. Holland) Officer
/s/H. Peter Burg President, Chief April 21, 1998
- --------------------- Financial Officer and
(H. Peter Burg) Director
/s/Harvey L. Wagner Controller April 21, 1998
- ---------------------
(Harvey L. Wagner)
/s/Robert M. Carter Director April 21, 1998
- -------------------
(Robert M. Carter)
/s/Dr. Carol A. Cartwright Director April 21, 1998
- --------------------------
(Dr. Carol A. Cartwright)
/s/William F. Conway Director April 10, 1998
- --------------------
(William F. Conway)
/s/Robert L. Loughhead Director April 13, 1998
- ----------------------
(Robert L. Loughhead)
/s/Russell W. Maier Director April 21, 1998
- -------------------
(Russell W. Maier)
/s/Glenn H. Meadows Director April 10, 1998
- -------------------
(Glenn H. Meadows)
/s/Paul J. Powers Director April 10, 1998
- ------------------
(Paul J. Powers)
/s/Charles W. Rainger Director April 21, 1998
- ---------------------
(Charles W. Rainger)
Director
- -------------------
(Robert C. Savage)
/s/George M. Smart Director April 21, 1998
- ------------------
(George M. Smart)
/s/Jesse T. Williams, Sr. Director April 21, 1998
- ------------------------
(Jesse T. Williams, Sr.)
EXHIBIT INDEX
Exhibit
No. Description
- ------- -----------
4(a)* Amended Articles of Incorporation of FirstEnergy Corp.
(physically filed and designated in Registration
Statement No. 333-21011 as Exhibit (3)-1).
4(b)* Amended Code of Regulations of FirstEnergy Corp.
(physically filed and designated in Registration
Statement No. 333-21011 as Exhibit (3)-2).
4(c)* Form of Common Stock Certificate (physically filed and
designated in Registration Statement 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 David L. Feltner, Esq., Associate General
Counsel for the Company, as to the securities being
registered.
23(a) Consent of Arthur Andersen LLP.
23(b) Consent of David L. Feltner, Esq. (contained in
Exhibit No. 5).
- ---------------------
* Incorporated by reference as noted therein.
Exhibit 5
April 20, 1998
FirstEnergy Corp.
76 South Main Street
Akron, Ohio 44308
Dear Sirs:
With respect to the Registration Statement on Form S-4 (the
"Registration Statement") of FirstEnergy Corp. (the "Company")
relating to up to 7,000,000 shares of its Common Stock, $.10 par
value (the "Shares") to be issued and sold by the Company from
time to time in connection with future acquisitions by the
Company, I wish to advise you as follows:
I am of the opinion that, in the event that an offering of
Shares shall be made from time to time (the "Offered Shares") in
accordance with the Registration Statement, as amended and
supplemented from time to time, upon the completion of the steps
mentioned in the next paragraph, the Offered Shares will be
legally issued, fully paid and nonassessable.
The steps which are referred to in the foregoing opinion
consist of the following:
(1) Appropriate action by the Board of Directors of the
Company or an authorized committee thereof with respect to
the issuance and sale of the Offered Shares.
(2) Certificates representing the Offered Shares shall have been
duly executed, countersigned and registered, and duly
delivered to the purchaser thereof against payment of the
agreed consideration therefor.
This opinion is rendered to you in connection with the
transactions described in the Registration Statement. This
opinion may not be relied upon by you for any other purpose, or
relied upon by, or furnished to, any other person, firm or
corporation without my prior written consent.
I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to me
appearing in the Registration Statement under the caption "Legal
Matters." I giving such consent, I do not hereby admit that I am
within the category of persons whose consent is required under
Section 7 of the Act or the rules and regulation of the
Securities and Exchange Commission.
Very truly yours,
David Feltner
2
Exhibit 23(a)
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 13, 1998, included or incorporated by
reference in FirstEnergy Corp.'s Form 10-K for the year ended
December 31, 1997. We also consent to all references to our Firm
included in this registration statement.
Arthur Andersen LLP
Cleveland, Ohio
April 21, 1998
