File No. 333- -------
As filed with the Securities and Exchange Commission on August
24, 1998
- --------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FirstEnergy Corp.
(Exact name of registrant as specified in charter)
OHIO 34-1843785
State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification 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 only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following box. ?
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
check the following box. X
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. ? _______________
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
? __________________
If delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box. ?
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<TABLE>
CALCULATION OF REGISTRATION FEE
-------------------------------
<CAPTION>
Title of Securities to Amount to be Proposed Maximum Proposed Maximum Amount of
be Registered Registered Aggregate Price Aggregate Offering Registration
Per Unit Price
- ---------------------- --------------- --------------- ---------------- ------------
<S> <C> <C> <C> <C>
Common Stock* 72,604 shares** $28.78125*** $2,089,634*** $617
<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.
Based on the average of the reported high and low sales prices of shares of Common Stock
reported on the New York Stock Exchange on August 20, 1998.
Pursuant to Rule 429 under the Securities Act of 1933, the enclosed Prospectus herein also
relates to the Registration Statement on Form S-3, File Number 333-58277 and carries forward
627,811 shares of Common Stock of the Company registered thereunder, for which a filing fee of
$5,631 was paid.
- ------------------------
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.
</TABLE>
SUBJECT TO COMPLETION, DATED AUGUST 24, 1998
PROSPECTUS
----------
700,415 Shares
FirstEnergy Corp.
COMMON STOCK
------------
This Prospectus, with the prior consent of the Company, may
be used by a selling shareholder (the "Selling Shareholder") who
has received 702,811 shares of Common Stock (par value $.10 per
share) (the "Common Stock") of FirstEnergy Corp. (the "Company")
covered by this Prospectus in connection with the merger (the
"Merger") of Elliot-Lewis Corporation, a Pennsylvania
corporation, into a wholly owned subsidiary of the Company, as
more fully described herein, and who may wish to sell such stock
in circumstances requiring or making desirable its use. See
"Plan of Distribution".
The Selling Shareholder 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". The Selling Shareholder and
broker-dealers that participate with the Selling Shareholder 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 Common Stock is listed under the symbol "FE" on the New
York Stock Exchange ("NYSE"). The last reported sale price on the
NYSE on August 20, 1998 was $28 15/16 per share.
------------------------------
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.
------------------------------
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
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. Quarterly Report on Form 10-Q for the quarter ended March
31, 1998.
3. Quarterly Report on Form 10-Q for the quarter ended June
30, 1998.
4. Amendment to Current Report on Form 8-K of the Company
dated November 10, 1997 on Form 8-K/A dated January 22,
1998.
5. Current Report on Form 8-K of the Company dated July 6,
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).
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.
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 from the voting rights of the Company's Common
Stock. The holders of Common Stock are not entitled to cumulate
their votes for the election of directors. The Company's
Articles 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, or adopt a provision inconsistent with, 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, or the adoption of a provision
inconsistent therewith, 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 which is in the best interests of the Company because
the Rights can be redeemed as herein described before the
consummation of such transaction.
Year 2000
The Year 2000 issue is the result of computer programs being
written using two digits rather than four to identify the
applicable year. Any of the Company's programs that have date-
sensitive software may recognize a date using "00" as the year
1900 rather than the year 2000. This could result in system
failures or miscalculations. For purposes of this discussion of
the Year 2000 issue, references to "the Company" means
FirstEnergy and its subsidiaries combined.
The Company has determined that, if it did not take any
action to avoid the consequences of its Year 2000 issue, such
issue would have a material effect on its business, results of
operations and financial condition. Consequently, the Company
has developed a multi-phase program for Year 2000 compliance that
consists of (i) assessment of the corporate systems and
operations of the Company that could be affected by the Year 2000
problem, (ii) remediation or replacement of non-compliant systems
and components and (iii) testing of systems and components
following such remediation or replacement. The Company has
focused its Year 2000 review on three areas: (A) information
technology ("IT") system applications, (B) non-IT systems and (C)
relationships with third parties (including suppliers as well as
end customers).
The Company currently believes that with modifications to
existing software and conversions to new software, the Year 2000
issue will pose no significant operational problems for its
computer systems as so modified and converted. Most of the
Company's Year 2000 problems will be resolved through system
replacement. Of the Company's major IT systems, the general
ledger system and inventory management and procurement accounts
payable system will be replaced by the end of 1998. The
Company's payroll system was replaced in July 1998; all employees
will be converted to the new system by January 1999. The
customer service system is due to be replaced in mid-1999. The
Company has categorized its non-IT systems into 16 separate
areas, and has already determined that five of such areas pose no
material Year 2000 problem. The Company has identified certain
Year 2000 issues in nine of such areas and is in the process of
remediating them. The Company plans to complete the assessment
for the final two areas the by the end of 1998. The Company
plans to complete the entire Year 2000 project by September 1999.
If the already identified modifications and conversions are not
made, or are not completed on a timely basis, or if the Company
identifies material additional modifications which are not
completed on a timely basis, the Year 2000 issue would have a
material impact on operations.
The Company has initiated formal communications with many of
its major suppliers to determine the extent to which it is
vulnerable to those third parties' failure to resolve their own
Year 2000 problems and is still in the assessment phase as to
whether and to what extent such third parties have a Year 2000
issue. There can be no guarantee that the failure of other
companies to resolve their own Year 2000 issue will not have a
material adverse effect on the Company's business, financial
condition and results of operations.
The Company is utilizing both internal and external resources
to reprogram and/or replace and test the Company's software for Year
2000 modifications. Of the total project cost, approximately $64
million will be capitalized since those costs are attributable to
the purchase of new software for total system replacements (i.e.,
the Year 2000 solution comprises only a portion of the benefit
resulting from the system replacements). The remaining $8
million will be expensed as incurred over the next two years. To
date, the Company has expensed approximately $1,100,000 related
to the assessment of, and preliminary efforts in connection with,
its Year 2000 project and the development of a remediation plan.
The Company's total Year 2000 projected cost, as well as its
estimates of the time needed to complete remedial efforts, are
based on currently available information and do not include the
estimated costs and time associated with the impact of a third
party's Year 2000 issue.
The Company believes the most reasonably likely worst case
scenario from the Year 2000 issue to be disruptions in power
plant monitoring systems, thereby producing inaccurate data and
failures in electronic switching mechanisms at transmission
junctions. This would prolong localized outages, as technicians
would have to manually activate switches. Such an event would
have a material, but presently indeterminable, effect on the
Company's financial results. The Company has not yet developed a
contingency plan to address the effects of its failure, or that
of any of its principal suppliers, to become Year 2000 compliant
but currently expects to have a contingency plan by the spring of
1999.
The costs of the project and the dates on which the Company
plans to complete the Year 2000 modifications are based on
management's best estimates, which were derived from numerous
assumptions of future events including the continued availability
of certain resources, and other factors. However, there can be
no guarantee that this project will be completed as planned and
actual results could differ materially from the estimates.
Specific factors that might cause material differences include,
but are not limited to, the availability and cost of trained
personnel, the ability to locate and correct all relevant
computer code, and similar uncertainties.
USE OF PROCEEDS
This Prospectus relates to shares of Common Stock received
by the Selling Shareholder in connection with the Merger, and
which may be sold by the Selling Shareholder from time to time.
There will be no proceeds to the Company from any sales of such
shares by the Selling Shareholder.
SELLING SHAREHOLDER
The following table sets forth the number of shares of
Common Stock owned by the Selling Shareholder prior to any sale
of the shares covered by this Prospectus, the number of shares
covered by this Prospectus and the number of shares to be owned
by the Selling Shareholder if the shares covered by this
Prospectus are sold.
<TABLE>
Number of Shares
<CAPTION>
Name Number of Shares Number of Shares Owned if Shares
Owned Prior to Sales Covered Hereby Are Sold
- ---- -------------------- ---------------- -----------------
<S> <C> <C> <C>
Thomas H. Lewis, Jr. 0 700,415 0
</TABLE>
PLAN OF DISTRIBUTION
The shares of Common Stock covered by this Prospectus may be
sold from time to time by the Selling Shareholder who has
received from the Company such shares of Common Stock in
connection with the Merger.
On June 30, 1998 pursuant to the Agreement of Merger and
Plan of Reorganization dated as of June 30, 1998 (the "Merger
Agreement") among the Company, FirstEnergy Services Corp., an
Ohio corporation and a wholly owned subsidiary of the Company
("FE Services"), ELC Acquisition Company, a Pennsylvania
corporation and a wholly owned subsidiary of the Company, Elliot-
Lewis Corporation, a Pennsylvania corporation ("Elliott-Lewis"),
Thomas H. Lewis, Jr. and the Elliott-Lewis Corporation Employee
Stock Ownership Plan (the "ESOP"), Elliot Lewis merged into FE
Services. Mr. Lewis and the ESOP received an amount of cash and
627,811 and 418,540 shares, respectively, of Common Stock of the
Company in exchange for all of the outstanding shares of common
stock of Elliott-Lewis owned by them on such date. All of such
1,046,351 shares have been registered under the Securities Act of
1933. These shares were newly issued shares and have been listed
on the NYSE.
In accordance with a provision in the Merger Agreement
providing for an additional payment to Mr. Lewis under a formula
based upon the closing stock price of the Company's Common Stock
on July 31, 1998, Mr. Lewis received 72,604 additional shares of
Common Stock of the Company on August 20, 1998. These shares
were acquired by the Company in open market purchases
specifically for transfer to Mr. Lewis and are also listed on the
NYSE.
Sales of shares of Common Stock by the Selling Shareholder
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 Shareholder
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). The Selling Shareholder and brokers or dealers
selling shares of Common Stock for the Selling Shareholder 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 broker or dealer 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.
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.
LEGAL OPINIONS
The validity of the Common Stock will be passed upon by
David L. Feltner, Associate General Counsel for the Company. As
of August 18, 1998, Mr. Feltner owned 3,037 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, and are incorporated by reference herein
in reliance upon the authority of said firm as experts in
accounting and auditing in giving said reports.
With respect to the unaudited interim financial information
for the quarters ended March 31, 1998 and 1997, and June 30, 1998
and 1997, Arthur Andersen LLP has applied limited procedures in
accordance with professional standards for a review of that
information. However, their separate reports thereon state that
they did not audit and they do not express an opinion on that
interim financial information. Accordingly, the degree of
reliance on their reports on that information should be
restricted in light of the limited nature of the review
procedures applied. In addition, the accountants are not subject
to the liability provisions of Section 11 of the Securities Act
of 1933 for their reports on the unaudited interim financial
information because those reports are not "reports" or a "part"
of the registration statement prepared or certified by the
accountants within the meaning of Sections 7 and 11 of the Act.
==============================================================
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
FIRSTENERGY CORP 3
DESCRIPTION OF FIRSTENERGY CAPITAL STOCK 3
RIGHTS PLAN 5
YEAR 2000 8
USE OF PROCEEDS 9
SELLING SHAREHOLDER 8
PLAN OF DISTRIBUTION 10
LEGAL OPINIONS 11
EXPERTS 11
===========================================================
700,415 Shares
FirstEnergy Corp.
Common Stock
--------------------
PROSPECTUS
--------------------
, 1998
===========================================================
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
-------------------------------------------
Description Amount(1)
-----------
Securities and Exchange Commission filing fee $ 617
Printing and engraving 1,000
Legal services 1,000
Accounting services 1,000
Transfer Agent and Registrar fees 1,000
Miscellaneous 383
--------
Total(1) $ 5,000
- -------------------
(1) All fees are estimated except for the Securities and Exchange
Commission filing fee. No portion of any of the above fees
will be borne by the Selling Shareholder.
Item 15. 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.
II-1
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 Corporation may, to the full extent then permitted by
law and authorized by the Board of Directors, purchase and
maintain insurance or furnish similar protection, including
but not limited to trust funds, letters of credit or self-
insurance, on behalf of or for any persons described in
Regulation 31 against any liability asserted against and
incurred by any such person in any such capacity, or arising
out of his status as such, whether or not the Corporation
would have the power to indemnify such person against such
liability. Insurance may be purchased from or maintained
with a person in which the Corporation has a financial
interest."
Item 16. Exhibits.
---------
An Exhibit Index, containing a list of all exhibits to this
registration statement, commences on page II-8.
Item 17. Undertakings.
-------------
The undersigned registrant hereby undertakes:
II-2
(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, repre-
sent 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;
provided, however, that clauses (i) and (ii) above do not apply
if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed
with or furnished to the Securities and Exchange Commission by
the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability
under the 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.
II-3
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.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3, and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Akron and State of Ohio on the 24th day of August, 1998.
FirstEnergy Corp.
By /s/ Willard R. Holland
----------------------
Willard R. Holland
Chairman and Chief Executive Officer
II-5
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 August 24, 1998
- ---------------------- and Chief Executive
(Willard R. Holland) Officer
/s/ H. Peter Burg President, Chief August 24, 1998
- ----------------- Operating Officer
(H. Peter Burg) and Director
/s/ Richard H. Marsh Vice President and August 24, 1998
- -------------------- Chief Financial
(Richard H. Marsh) Officer
/s/ Harvey L. Wagner Controller and Chief August 24, 1998
- -------------------- Accounting Officer
(Harvey L. Wagner
/s/ Robert M. Carter Director August 24, 1998
- --------------------
(Robert M. Carter)
/s/ Dr. Carol A. Cartwright Director August 24, 1998
- ---------------------------
(Dr. Carol A. Cartwright)
/s/ William F. Conway Director August 24, 1998
- ---------------------
(William F. Conway)
/s/ Robert L. Loughhead Director August 24, 1998
- -----------------------
(Robert L. Loughhead)
/s/ Robert B. Heisler, Jr. Director August 24, 1998
- --------------------------
(Robert B. Heisler, Jr.)
/s/ Russell W. Maier Director August 24, 1998
- --------------------
(Russell W. Maier)
II-6
/s/ Glenn H. Meadows Director August 24, 1998
- --------------------
(Glenn H. Meadows)
- -------------------- Director
(Paul J. Powers)
/s/ Robert C. Savage Director August 24, 1998
- --------------------
(Robert C. Savage)
- -------------------- Director
(George M. Smart)
/s/ Jesse T. Williams, Sr. Director August 24, 1998
- --------------------------
(Jesse T. Williams, Sr.)
II-7
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)* 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.
15 Letter re Unaudited Interim Financial Information.
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
August 24, 1998
FirstEnergy Corp.
76 South Main Street
Akron, Ohio 44308
Ladies and Gentlemen:
With respect to the Registration Statement on Form S-3 (the
"Registration Statement") of FirstEnergy Corp. (the "Company")
relating to up to 72,604 shares of its Common Stock, $.10 par
value (the "Shares"), to be sold by a selling shareholder
("Selling Shareholder") from time to time, who has received such
Shares pursuant to the Agreement of Merger and Plan of
Reorganization dated as of June 30, 1998, among the Company,
FirstEnergy Services Corp., an Ohio corporation and a wholly
owned subsidiary of the Company, ELC Acquisition Company, a
Pennsylvania corporation and a wholly owned subsidiary of the
Company, Elliott-Lewis Corporation, a Pennsylvania corporation,
Thomas H. Lewis, Jr. and the Elliott-Lewis Corporation Employee
Stock Ownership Plan, I wish to advise you as follows:
I am of the opinion that the Shares to be hereafter sold by
the Selling Shareholder in accordance with the Registration
Statement, as amended and supplemented from time to time, are
legally issued, fully paid and nonassessable.
This opinion is rendered to you in connection with the
above-described transaction. 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." In 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 Securities Act of 1933.
Very truly yours,
/s/ David Feltner
-----------------------
David Feltner
Exhibit 15
August 24, 1998
FirstEnergy Corp.:
We are aware that FirstEnergy Corp. has incorporated by reference
in its Registration Statement on Form S-3 relating to the
registration of 72,604 shares of Common Stock, its Form 10-Q for
the quarters ended March 31, 1998 and June 30, 1998, which
include our reports dated May 13, 1998 and August 12, 1998,
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
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 and to all references to our Firm included in
this registration statement.
Arthur Andersen LLP
Cleveland, Ohio
August 24, 1998
