File No. 333-48587
As filed with the Securities and Exchange Commission on April 8, 1999
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO 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 Industrial (I.R.S. Employer
Jurisdiction of Classification Code Number) Identification
Incorporation or Number)
Organization)
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. ( )
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. __________( )
-----------------------------------
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.
<PAGE>
PROSPECTUS
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7,000,000 Shares
FirstEnergy Corp.
COMMON STOCK
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We may from time to time offer and sell up to 7,000,000
shares of our common stock, par value $.10 per share, in connection
with future acquisitions of various businesses, properties or other
interests. We may also exchange our common stock for a direct or
indirect interest in other companies or for assets used in or related
to the business of those companies. In conducting these acquisitions,
we may use newly issued shares of common stock or shares of common
stock acquired by us on the open market.
In general, the terms of these acquisitions will be
determined by negotiations with the representatives of the businesses
or properties to be acquired, or in the case of companies that 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".
We will not be paying any underwriting discounts or
commissions and will not receive any cash proceeds from the offer and
sale of the common stock. We may, however, pay broker's or finder's
fees with respect to specific acquisitions, in which case, we may use
the common stock to pay for such fees.
People who receive shares of common stock covered by this
prospectus may, with our permission, use this prospectus in the sale
of their shares of common stock. These selling shareholders may sell
their shares of common stock privately in negotiated transactions or
publicly in one or more transactions. Selling shareholders and broker-
dealers that participate with selling shareholders in 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 Securities Act of 1933, and any commissions or fees received by
them and any profit on the resale of the common stock may be deemed to
be underwriting compensation.
We will not receive any proceeds of the sale of the common
stock by selling shareholders. We may agree to indemnify selling
shareholders and/or their broker/dealers against certain liabilities
under the Securities Act of 1933 and reimburse them for certain
selling expenses.
Our common stock is listed under the symbol "FE" on the New
York Stock Exchange. The last reported sale price on the NYSE on March
31, 1999 was $28 per share.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities
or 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 , 1999
<PAGE>
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We are subject to the informational requirements of the
Securities Exchange Act of 1934 and accordingly, we file annual,
quarterly and special reports, proxy and information statements and
other information with the SEC. You may read and copy any reports,
statements and other information we file with the SEC at the SEC's
Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.
20549. You may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. Our SEC filings
are also available on the SEC's Internet web site
(http://www.sec.gov). Certain of our securities are listed on the New
York Stock Exchange, 20 Broad Street, New York, New York 10005, and
reports, proxy material and other information concerning us may be
inspected at the office of that Exchange.
We have filed a registration statement on Form S-4 to
register the shares of common stock offered under this prospectus.
This prospectus is a part of the registration statement filed on Form
S-4 and constitutes a prospectus of FirstEnergy Corp. As allowed by
SEC rules, this prospectus does not contain all of the information you
can find in the registration statement on Form S-4 or the exhibits to
the registration statement on Form S-4.
The SEC also allows us to "incorporate by reference" the
information we file with the SEC, which means we can disclose
information to you by referring you to another document filed
separately with the SEC. Information incorporated by reference is
considered to be part of this prospectus. Later information filed by
us with the SEC updates and supersedes this prospectus.
This prospectus incorporates important business and
financial information about us that is not included in or delivered
with this prospectus. Copies of any of that information are available
without charge to any person to whom this prospectus is delivered,
upon written or oral request. Written requests for those documents
should be directed to Investor Services, FirstEnergy Corp., 76 South
Main Street, Akron, Ohio 44308, and telephone requests may be directed
to Investor Services at (800) 736-3402.
We have filed the following document with the SEC and
incorporate it into this prospectus by reference:
1. Annual Report on Form 10-K for the year ended December 31,
1998.
All documents we file pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this prospectus and
prior to the termination of the offering will be considered to be
incorporated by reference in this prospectus and to be a part of this
prospectus from the date that document is filed.
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<PAGE>
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, we 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, we are the nation's
twelfth largest investor-owned electric system. Our system serves 2.2
million customers within 13,200 square miles of northern and central
Ohio and western Pennsylvania, generates approximately $6 billion in
annual revenues and owns more than $18 billion in assets, including
ownership in 19 power plants.
FirstEnergy companies provide a wide range of energy and
related products and services.
Our principal executive offices are located at 76 South Main
Street, Akron, Ohio 44308.
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<PAGE>
Selected Financial Information
The following table sets forth our selected financial
information. You should read this information together with our
financial statements and the respective notes thereto included in
documents incorporated by reference. See "Where You Can Find
Additional Information".
<TABLE>
(In thousands, except per share amounts)
<CAPTION>
Year Ended December 31 (1)
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1998(2) 1997(3) 1996 1995 1994
----------- ----------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Total Revenues $ 5,861,285 $ 2,960,196 $2,521,788 $2,500,770 $2,390,957
Net Income $ 410,874 $ 305,774 $ 302,673 $ 294,747 $ 281,852
Weighted Average
Number of Common
Shares Outstanding 226,373 157,464 144,095 143,692 143,237
Earnings Per Share of
Common Stock $1.82 $1.94 $2.10 $2.05 $1.97
Dividends Declared Per
Share of Common Stock $1.50 $1.50 $1.50 $1.50 $1.50
At December 31(1)
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1998(2) 1997(3) 1996 1995 1994
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Total Assets $18,063,507 $18,080,795 $9,054,457 $8,892,088 $9,045,255
Preferred Stock:
Not Subject to
Mandatory Redemption 660,195 660,195 211,870 211,870 328,240
Subject to Mandatory
Redemption 294,710 334,864 155,000 160,000 40,000
Long-Term Debt 6,352,359 6,969,835 2,712,760 2,786,256 3,166,593
<FN>
(1) Derived from audited financial information.
(2) Net Income and Earnings Per Share of Common Stock include net after tax charges of $30.5 million
and $.13 per share, respectively, relating to Penn Power's discontinued application of Statement
of Financial Accounting Standards No. 71 to its generation business.
(3) 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. Net Income
and Earnings Per Share of Common Stock include net after tax charges of $34 million and $.22 per
share, respectively, primarily resulting from merger-related staffing reductions.
</TABLE>
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<PAGE>
Regulatory and Tax Consequences
The federal or state regulatory and federal income tax
consequences of the transactions in which the common stock offered in
this prospectus will be issued, offered or sold are dependent upon the
terms and conditions of the transaction or transactions in which such
common stock are issued, offered or sold. We will provide the
appropriate federal or state regulatory and federal income tax
information, if material, in a supplement to this prospectus upon the
completion of a transaction involving the issuance of the common
stock.
DESCRIPTION OF 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
before investing in the common stock. You should read carefully our
Amended Articles of Incorporation and Amended Code of Regulations. See
"Where You Can Find Additional Information".
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.
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<PAGE>
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 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,
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<PAGE>
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.
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. See "Where You Can Find Additional
Information".
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
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<PAGE>
. 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.
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).
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<PAGE>
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
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 our redemption option,
reduces its shareholdings to less than 15% then the 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.
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<PAGE>
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.
USE OF PROCEEDS
This prospectus relates to shares of common stock that may
be offered and issued by us from time to time in connection with the
acquisitions of businesses, assets, properties or other related
interests. Other than the businesses, assets, properties or interests
acquired, we will receive no proceeds from these offerings. When this
prospectus is used in a public reoffering or resale of common stock
acquired pursuant to this prospectus, selling shareholders will
receive any and all proceeds.
PLAN OF DISTRIBUTION
Summary and Purpose of Proposed Transactions
The shares of common stock covered by this prospectus may be
offered and sold from time to time in connection with future
acquisitions by us, directly or indirectly, of various businesses,
assets, properties or interests therein. We intend to offer and sell
the common stock from time to time to persons from whom we will
acquire businesses, assets, properties or interests. Our common stock
may be exchanged for shares of capital stock, other securities,
partnership interests or other assets representing an interest, direct
or indirect, in other companies, or for assets used in or related to
the business of those entities. The consideration we offer in these
acquisitions, in addition to the shares of common stock offered by way
of this prospectus may include cash, debt, other of our securities or
our assumption of liabilities to which the property or business being
acquired is subject, or any combination of these options. In general,
the terms of these 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. Any
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<PAGE>
shares of common stock that we exchange as described above may be
valued for purposes of the exchange 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). We reserve the right to issue and
sell any or all of these shares at any time or from time to time. We
will not generally pay underwriting discounts or commissions, and we
will not receive any cash proceeds in connection with the offer and
sale of the common stock covered by this prospectus. Brokers' or
finders' fees may be paid from time to time with respect to specific
acquisitions. Under these circumstances, common stock covered by this
prospectus may be used for payment of those fees.
In determining whether to use shares of common stock to
finance all or a part of the consideration for an acquisition, our
Board of Directors may consider a number of different factors,
including but not limited to:
. the availability and cost of alternative means of financing the
acquisition;
. our current and anticipated capital resources and working capital
and cash needs;
. the number of shares of common stock that would be used in an
acquisition;
. the prevailing market prices for the common stock; and
. in the case of newly issued shares, the anticipated effect of the
issuance of our common stock on our 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 acquisition would be financed with funds derived from cash on
hand or from operations or with debt financing in the form of
promissory notes or debentures that we may issue, or funds made
available to us by banks or financial institutions under unsecured
lines of credit. We have made no arrangements and have no agreements
providing for the financing of any acquisitions; however, we believe
that financing will be available to us on acceptable terms should the
need arise.
With our prior consent, this prospectus may also be used by
persons who receive from us shares of common stock covered by this
prospectus in connection with acquisitions and who may wish to sell
these shares under circumstances requiring or making desirable its
use. Our consent to use this prospectus may be conditioned upon terms
and conditions as we, in our sole discretion, may determine,
including, without limitation, selling shareholders agreeing not to
offer more than a specified number of shares during a particular
period of time or agreeing that any 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 us and the number of shares of
common stock 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.
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 in accordance with the provisions of Rule 144
under the Securities Act of 1933, exchange distributions or secondary
distributions according to and in accordance with the rules of the
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<PAGE>
NYSE, in the over-the-counter market, or a combination of these
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 these 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 these shares for purposes of resale
may be deemed to be an underwriter under the Securities Act of 1933,
and any compensation received by any of these people may be deemed
underwriting compensation (which compensation may be in excess of
customary commissions). We will not receive any of the proceeds of the
sale of shares of common stock by any of these people.
We may agree to indemnify the selling shareholders and/or
broker-dealers against certain civil liabilities, including
liabilities under the Securities Act of 1933, and to reimburse them
for certain expenses in connection with the sale of common stock.
This prospectus should be considered 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 by this prospectus will be issued are dependent upon the terms
and conditions of the transaction or transactions in which these
shares are issued. This information, if material, will be provided in
a supplement to this prospectus upon proposed completion of a
transaction.
LEGAL OPINIONS
The validity of the 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.
EXPERTS
The consolidated financial statements and related financial
statement schedule, incorporated by reference in this prospectus from
our Annual Report on Form 10-K for the year ended December 31, 1998
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 giving said reports.
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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
us. 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 our affairs 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.
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TABLE OF CONTENTS
Page
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WHERE YOU CAN FIND ADDITIONAL INFORMATION 2
SUMMARY 3
DESCRIPTION OF CAPITAL STOCK 5
RIGHTS PLAN 7
USE OF PROCEEDS 10
PLAN OF DISTRIBUTION 10
LEGAL OPINIONS 12
EXPERTS 12
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7,000,000 Shares
FirstEnergy Corp.
Common Stock
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PROSPECTUS
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, 1999
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers.
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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 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
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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 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 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."
Item 21. Exhibits and Financial Statement Schedules.
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An Exhibit Index, containing a list of all exhibits to this
registration statement, commences on page II-8.
Item 22. Undertakings.
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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
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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 that 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.
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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.
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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 8th day of April, 1999.
FirstEnergy Corp.
By /s/WILLARD R. HOLLAND
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Willard R. Holland
Chairman and Chief Executive Officer
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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
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*WILLARD R. HOLLAND Chairman of the Board and April 8, 1999
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(Willard R. Holland) Chief Executive Officer
*H. PETER BURG President, Chief Financial April 8, 1999
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(H. Peter Burg) Officer and Director
*HARVEY L. WAGNER Controller April 8, 1999
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(Harvey L. Wagner)
*ROBERT M. CARTER Director April 8, 1999
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(Robert M. Carter)
*DR. CAROL A. CARTWRIGHT Director April 8, 1999
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(Dr. Carol A. Cartwright)
*WILLIAM F. CONWAY Director April 8, 1999
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(William F. Conway)
*ROBERT L. LOUGHHEAD Director April 8, 1999
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(Robert L. Loughhead)
*RUSSELL W. MAIER Director April 8, 1999
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(Russell W. Maier)
*GLENN H. MEADOWS Director April 8, 1999
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(Glenn H. Meadows)
*PAUL J. POWERS Director April 8, 1999
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(Paul J. Powers)
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Signature Title Date
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*CHARLES W. RAINGER Director April 8, 1999
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(Charles W. Rainger)
(Robert C. Savage) Director
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*GEORGE M. SMART Director April 8, 1999
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(George M. Smart)
*JESSE T. WILLIAMS, SR. Director April 8, 1999
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(Jesse T. Williams, Sr.)
By Nancy C. Ashcom
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Attorney in Fact April 8, 1999
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EXHIBIT INDEX
Exhibit
No. Description
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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 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 Arthur Andersen LLP.
23(b) Consent of David L. Feltner, Esq. (contained in Exhibit No.
5).
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* Incorporated by reference as noted therein.
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Exhibit 23(a)
Consent of Independent Public Accountants
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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
