File No. ___________
As filed with the Securities and Exchange Commission on April 9, 1999
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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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 No.)
76 South Main Street, Akron, Ohio 44308
(330) 384-5100
(Address, including zip code, of Principal Executive Offices)
Centerior Energy Corporation Equity Compensation Plan
(Full title of the plan)
Nancy C. Ashcom
Corporate Secretary
FirstEnergy Corp.
76 South Main Street,
Akron, Ohio 44308
Tel. No. (330) 384-5504
(Name, address, 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.
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price per unit aggregate offering price registration fee
- -------------------- ---------------- ----------------------- ----------------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, par 739,371 shares** $27.77*** $17,635,492.52*** $5,202.47
value $0.10 per share*
<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.
*** Options with respect to all 739,371 shares to be registered hereunder have been granted as of the date
of this registration statement. The proposed maximum offering price per unit listed above represents
the highest per share exercise price of the options granted. The proposed maximum aggregate offering
price has been determined pursuant to Rule 457(h) of the Securities Act of 1933, as amended, and has
been computed on the basis of the actual price at which the options may be exercised.
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have heretofore been filed by
the Company with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as
amended (the "1934 Act") are incorporated by reference herein and
shall be deemed to be a part hereof:
1. Annual Report on Form 10-K for the year ended December
31, 1998.
All documents, filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act prior
to the filing of a post-effective amendment to this Registration
Statement which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement
and made a part hereof from their respective dates of filing (such
documents, and the documents enumerated above, being hereinafter
referred to as "Incorporated Documents"); provided, however, that the
documents enumerated above or subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act in each
year during which the offering made by this Registration Statement is
in effect prior to the filing with the Commission of the Company's
Annual Report on Form 10-K covering such year shall not be
Incorporated Documents or be incorporated by reference in this
Registration Statement or be a part hereof from and after the filing
of such Annual Report on Form 10-K.
Any statement contained in an Incorporated Document shall be
deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any
other subsequently filed Incorporated Document modifies or supersedes
such statement. Any such statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
Item 4. Description of Securities.
DESCRIPTION OF FIRSTENERGY CAPITAL STOCK
We are authorized to issue up to 300,000,000 shares of common
stock, par value $.10 per share, and up to 5,000,000 shares of
preferred stock, par value $100 per share.
Certain provisions of our Amended Articles of Incorporation and
Amended Code of Regulations are summarized or referred to below. The
following description of our capital stock does not purport to be
complete and may not contain all the information you should consider
<PAGE>
before investing in the common stock. You should read carefully our
Amended Articles of Incorporation and Amended Code of Regulations.
FirstEnergy Common Stock
Voting Rights. The holders of record of our 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 as of the
record date for the meeting. Under our Amended Articles of
Incorporation, the voting rights, if any, of preferred stock may
differ from the voting rights of the common stock. The holders of
common stock are not entitled to cumulate their votes for the election
of directors. Our Amended Articles of Incorporation state that our
Board of Directors must be divided into three classes with the term of
office of the respective classes to expire in successive years.
In order to amend, repeal or adopt any provision inconsistent
with the provisions of our Amended Articles of Incorporation dealing
with:
. the right of our Board of Directors to establish the terms
of unissued shares or to authorize us to acquire any of our
outstanding shares of common stock;
. the absence of cumulative voting and preemptive rights; or
. the requirement that 80% of the voting power of our
outstanding common stock must approve the foregoing,
then 80% of the voting power of our outstanding shares of common stock
must vote in favor of that amendment or repeal.
In addition, the approval of 80% of the voting power of our
outstanding common stock must be obtained to amend or repeal the
provisions of our Amended Code of Regulations dealing with:
. the time and place of shareholders' meetings, the manner in
which special meetings of shareholders are called or the way
business is conducted at those meetings;
. the number, election and terms of directors, the manner of
filling vacancies on our Board of Directors, the removal of
directors or manner in which directors are nominated; or
. the indemnification of officers or directors.
Amendment of the provision of the Amended Code of Regulations that
requires the approval of 80% of the voting power of our 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 Amended Articles of
Incorporation (other than those requiring 80% approval as specified
above), authorization of a sale or other disposition of all or
substantially all of our assets not made in the usual and regular
course of our business, or adoption of a resolution resulting in our
<PAGE>
dissolution, 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 our outstanding shares of common stock,
unless our Board of Directors provides otherwise by resolution, in
which case authorization will be by a majority of the voting power of
our outstanding common stock 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 Amended Articles of Incorporation or the
Amended Code of Regulations.
Dividends. Subject to prior rights and preferences of any
issued and outstanding shares of our preferred stock, the holders of
common stock will be entitled to receive dividends when, as and if
declared by our Board of Directors out of our funds legally available.
Our ability to pay dividends depends primarily upon the ability of our
subsidiaries to pay dividends or otherwise transfer funds to us. 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,
our direct and indirect electric utility subsidiaries, contain
provisions which, under certain conditions, restrict the ability of
these subsidiaries to transfer funds to us 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, our Board of Directors will declare a dividend.
Liquidation Rights. If we are liquidated, dissolved or wound
up, the holders of our common stock will be entitled to share ratably,
after the rights of the holders of any issued and outstanding shares
of our preferred stock have been satisfied, in any assets remaining
after payment in full of all of our liabilities.
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. Our common stock is traded on the New York Stock
Exchange under the symbol "FE".
Transfer Agent and Registrar. The Transfer Agent and Registrar
for our common stock is FirstEnergy Securities Transfer Company, which
is one of our wholly owned subsidiaries.
FirstEnergy Preferred Stock
According to Article IV of our Amended Articles of
Incorporation, our Board of Directors has the authority to issue
preferred stock from time to time in one or more classes or series.
According to Article V of our Amended Articles of Incorporation, our
Board of Directors is authorized to adopt amendments to our Amended
Articles of Incorporation to fix or change the express terms of any
unissued or treasury shares of any class, including preferred stock.
<PAGE>
Presently, we do not have any shares of our preferred stock
outstanding.
Rights Plan
On November 18, 1997, we authorized assignment of one share
purchase right (a "Right") for each outstanding share of common stock.
Each Right entitles the registered holder to purchase from us one
share of our common stock at a purchase price of $70 per share, when
the Rights become exercisable. The description and terms of the Rights
are found in a Rights Agreement between us and The Bank of New York,
as our 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 represented by the common stock certificates
until the earlier of:
. 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
common stock (the date of the public announcement being
called the "Share Acquisition Date") or
. 10 days following the commencement or announcement of an
intention to make a tender offer or exchange offer by a
person other than by us if, upon completion of the offer,
that person, together with persons affiliated or associated
with it, would be the beneficial owner of 25% or more of the
outstanding common stock (the earlier of those 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 common
stock. Until the Distribution Date (or earlier redemption, termination
or expiration of the Rights), new common stock certificates issued
upon transfer or new issuance of common stock 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 of common
stock will also constitute the transfer of the Rights associated with
the common stock represented by the certificate.
Separation of Rights from Common Stock
As soon as possible following the Distribution Date, separate
certificates representing the Rights will be mailed to holders of
record of the common stock as of the close of business on the
Distribution Date and only those separate certificates will, from that
point forward, represent the Rights.
<PAGE>
Exercise of Rights
The Rights are not exercisable until the Distribution Date. The
Rights will expire November 28, 2007, unless that date is extended or
unless the Rights are earlier redeemed by us or exchanged for shares
of common stock, as described below.
The purchase price payable, and the number of shares of common
stock or other securities or property issuable, upon exercise of the
Rights are subject to adjustment from time to time to prevent
dilution:
. in the event of a stock dividend on, or a subdivision,
combination or reclassification of, the common stock, upon
the grant to holders of the common stock of certain rights
or warrants to subscribe for or purchase common stock at a
price, or securities convertible into common stock with a
conversion price, less than the then current market price of
the common stock, or
. upon the distribution to holders of the common stock of
evidences of indebtedness or assets (excluding regular
periodic cash dividends paid out of earnings or retained
earnings or dividends payable in shares of common stock) or
of subscription rights or warrants (other than those
referred to above).
In the event that:
. we merge with or are involved in another business
combination transaction with an Acquiring Person,
. 50% or more of our consolidated assets or earning power are
sold to an Acquiring Person,
. an Acquiring Person acquires 25% or more of our outstanding
common stock, or
. an Acquiring Person engages in one or more self-dealing
transactions with us,
then, proper provision will be made so that each holder of a Right
will thereafter have the ability to receive, upon the exercise thereof
at the then current purchase price of the Right, that number of shares
of our common stock or of the acquiring company, as the case may be,
which at the time of that 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 will become null
and void upon the occurrence of any event described in the preceding
paragraph and no holder of such Rights will have any right with
respect to those Rights from and after the occurrence of any of those
events.
With certain exceptions, no adjustment in the purchase price
will be required until cumulative adjustments reach at least 1% of the
purchase price. No fractional shares of common stock will be issued
<PAGE>
and instead, an adjustment in cash will be made based on the market
price of the common stock 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 we extend the date), our Board of Directors
may redeem the Rights in whole, but not in part, at a price of $.001
per Right. 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 our ordering the 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. In the
event an Acquiring Person, after triggering the ten day limitation on
our redemption option (unless we decide to extend that date), reduces
its shareholdings to less than 15% then our Board of Directors' full
redemption rights are reinstated.
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 of
common stock, we 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 of
common stock. To the extent that Rights are required to be exchanged
for common stock, the right to exercise those Rights will terminate
and the only right of the holder will be to exchange those Rights for
shares of common stock.
Amendments
We may amend the terms of the Rights 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 amendment may adversely affect the interests of
the holders of the Rights.
No Rights as a Shareholder
Until a Right is exercised, the holder thereof will have no
rights as one of our shareholders, including, without limitation, the
right to vote or to receive dividends.
Effect of Rights
The Rights will not prevent us from being taken over. The
Rights, however, may cause substantial dilution to a person or group
that acquires 15% or more of our common stock unless the Rights are
first redeemed by our Board of Directors. Nevertheless, the Rights
should not interfere with a transaction that is in our and our
shareholders' best interests because the Rights can be redeemed as
herein described before the consummation of that transaction.
<PAGE>
Item 5. Interests of Named Experts and Counsel.
The validity of our common stock will be verified by David L.
Feltner, our Associate General Counsel. As of March 18, 1999, Mr.
Feltner owned 3,219 shares of our common stock.
Item 6. 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 Amended 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
<PAGE>
rights granted to those seeking indemnification under any law,
the Amended 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 Amended 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 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description
- ------- -----------
4(a) Amended Articles of Incorporation of FirstEnergy Corp.
(physically filed and designated in Registration No. 333-
21011 as Exhibit (3)-1).
4(b) Amended Code of Regulations of FirstEnergy Corp. (physically
filed and designated in Registration No. 333-21011 as
Exhibit (3)-2).
4(c) Form of Common Stock Certificate (physically filed and
designated in Registration No. 333-40063 as Exhibit 4(c)).
4(d) 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 on Form 8-K dated November 18, 1997, as Exhibit 4.1).
<PAGE>
5 Opinion of David L. Feltner, Esq., Associate General Counsel
for the Company as to the securities being registered.
23(a) Consent of David L. Feltner, Esq. (contained in Exhibit No.
5)
23(b) Consent of Independent Public Accountants, Arthur Andersen
LLP
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933 (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 a 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.
<PAGE>
(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.
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.
---------------
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned thereunto duly authorized, in The City of Akron and State
of Ohio, on the 9th day of April, 1999.
FIRSTENERGY CORP.
By /s/ Willard R. Holland
--------------------------
Willard R. Holland
Chairman and Chief Executive Officer
<PAGE>
POWER OF ATTORNEY
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.
NAME TITLE DATE
- ---- ----- ----
/s/ Willard R. Holland Chairman of the Board and April 9, 1999
- ------------------------
(Willard R. Holland) Chief Executive Officer
/s/ H. Peter Burg President, Chief Operating April 9, 1999
- ------------------------
(H. Peter Burg) Officer and Director
/s/ Richard H. Marsh Vice President and Chief April 9, 1999
- ------------------------
(Richard H. Marsh) Financial Officer
/s/ Harvey L. Wagner Controller and Chief April 9, 1999
- ------------------------
(Harvey L. Wagner) Accounting Officer
/s/ Carol A. Cartwright Director April 9, 1999
- ------------------------
(Dr. Carol A. Cartwright)
/s/ William F. Conway Director April 9, 1999
- ------------------------
(William F. Conway)
/s/ Robert L. Loughhead Director April 9, 1999
- ------------------------
(Robert L. Loughhead)
/s/ Robert B. Heisler, Jr. Director April 9, 1999
- ------------------------
(Robert B. Heisler, Jr.)
<PAGE>
NAME TITLE DATE
- ---- ----- ----
/s/ Russell W. Maier Director April 9, 1999
- ------------------------
(Russell W. Maier)
/s/ Glenn H. Meadows Director April 9, 1999
- ------------------------
(Glenn H. Meadows)
/s/ Paul J. Powers Director April 9, 1999
- ------------------------
(Paul J. Powers)
/s/ Robert C. Savage Director April 9, 1999
- ------------------------
(Robert C. Savage)
/s/ George M. Smart Director April 9, 1999
- ------------------------
(George M. Smart)
/s/ Jesse T. Williams, Sr. Director April 9, 1999
- -------------------------
(Jesse T. Williams, Sr.)
<PAGE>
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 on 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 David L. Feltner, Esq. (contained in Exhibit
No. 5).
23(b) Consent of Independent Public Accountants, Arthur Andersen
LLP.
- -------------------
* Incorporated by reference as noted therein.
<PAGE>
EXHIBIT 5
and 23(a)
March 26,1999
FirstEnergy Corp.
76 South Main Street
Akron, Ohio 44308
Re: Registration Statement on Form S-8 of FirstEnergy
Corp. Relating to the Issuance Shares of Common Stock
Pursuant to the Centerior Energy Corporation Equity
Compensation Plan (the "Plan")
Ladies and Gentlemen:
I have acted as counsel to FirstEnergy Corp., an Ohio
corporation (the "Company"), in connection with the preparation
of a registration statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933,
as amended (the "Act"), relating to the offering of up to 739,371
shares (the "Shares") of the Company's Common Stock, par value
$0.10 per share, to be issued pursuant to the provisions of the
Centerior Energy Corporation Equity Compensation Plan (the
"Plan"). I have examined such records, documents, statutes and
decisions as I have deemed relevant in rendering this opinion.
I am of the opinion that when:
(a) the applicable provisions of the Securities Act of
1933 and of State securities or blue sky laws
shall have been complied with, and
(b) the Company's Board of Directors shall have duly
authorized the issuance of such Shares, and
(c) the Shares shall have been duly issued and paid
for in an amount not less than par value of $0.10
per share,
the Shares will be legally issued, fully paid and non-assessable.
I hereby consent to the use of this opinion as Exhibit 5
to the Registration Statement. In giving such opinion, I do not
thereby admit that I am acting within the category of persons
whose consent is required under Section 7 of the Act or the rules
or regulations of the Commission thereunder.
Very truly yours,
/s/ David L. Feltner
---------------------
David L. Feltner
EXHIBIT 23(b)
Consent of Independent Public Accountants
-----------------------------------------
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
reports dated February 12, 1999 included or incorporated by
reference in FirstEnergy Corp.'s Form 10-K for the year ended
December 31, 1998 and to all references to our Firm included in
this registration statement.
Arthur Andersen LLP
Cleveland, Ohio
April 5, 1999
