Registration No. 333-81183
As filed with the Securities and Exchange Commission on June 30, 1999
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
POST EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
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 No.)
76 South Main Street, Akron, Ohio 44308
(330) 384-5100
(Address, including zip code, of Principal Executive Offices)
FirstEnergy Corp. Executive Deferred Compensation Plan
and
Amended FirstEnergy Corp. Deferred Compensation Plan For Directors
(Full title of the plans)
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
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered Per Share Price Registration Fee6/
- ---------------------------------------- ---------------- --------------- ----------------- -----------------
<S> <C> <C> <C> <C>
Common Stock, par value $.10 per share1/ 525,000 shares3/ $31.66/4 $16,621,500.00 $0
Deferred Compensation Obligations2/ $14,000,000.00 100% $16,621,500.00/5 $4,620.78
<FN>
1. Includes rights to purchase shares of common stock under the Company's Rights Agreement.
2. The Deferred Compensation Obligations are unsecured obligations of FirstEnergy Corp. to pay deferred compensation in the
future in accordance with the terms of the FirstEnergy Corp. Executive Deferred Compensation Plan and the Amended FirstEnergy
Corp. Deferred Compensation Plan For Directors.
3. This Registration Statement shall be deemed to cover additional securities to be issued in connection with, or as the result
of, stock splits, stock dividends or similar transactions.
4. Pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933, the proposed maximum offering price per share is
based on the reported average of the high and low prices for FirstEnergy Corp Common Stock on the New York Stock Exchange on
June 16, 1999.
5. Estimately solely for purposes of determining the registration fee in accordance with Rule 457(i).
6. Pursuant to Rule 457(i), the registration fee is calculated solely on the basis of the proposed offering price of the
Deferred Compensation Obligations, which may convert to FirstEnergy Corp. Common Stock at distribution. Filing fee was paid in
full at time original Registration Statement was filed.
</TABLE>
<PAGE>
FirstEnergy Corp. (the "Registrant") is filing this Post Effective
Amendment No. 1 to Form S-8 Registration Statement to amend the cover
page thereto to reflect the actual filing fee paid by the Registrant
pursuant to Rule 457(i) in connection with the registration of the
convertible Deferred Compensation Obligations thereunder.
<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 post-effective amendment to 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 22nd day of June, 1999.
FIRSTENERGY CORP.
By /s/ Nancy C. Ashcom
-------------------
Nancy C. Ashcom
Corporate Secretary
Pursuant to the requirements of the Securities Act of 1933, this
post-effective amendment to registration statement has been signed below
by the following persons in the capacities and on the dates indicated.
NAME TITLE DATE
- ---- ----- ----
* Chairman of the Board June __, 1999
- --------------------------
(Willard R. Holland)
* President, Chief Executive June __, 1999
- -------------------------- Officer and Director
(H. Peter Burg)
* Vice President, Chief June __, 1999
- -------------------------- Financial Officer
(Richard H. Marsh)
* Controller June __, 1999
- --------------------------
(Harvey L. Wagner)
* Director June __, 1999
- --------------------------
(Dr. Carol A. Cartwright)
* Director June __, 1999
- --------------------------
(William F. Conway)
* Director June __, 1999
- --------------------------
(Robert L. Loughhead)
<PAGE>
NAME TITLE DATE
- ---- ----- ----
* Director June __, 1999
- --------------------------
(Robert B. Heisler, Jr.)
* Director June __, 1999
- --------------------------
(Russell W. Maier)
* Director June __, 1999
- --------------------------
(Glenn H. Meadows)
* Director June __, 1999
- ---------------------------
(Paul J. Powers)
* Director June __, 1999
- ---------------------------
(Robert C. Savage)
* Director June __, 1999
- ---------------------------
(George M. Smart)
* Director June __, 1999
- ---------------------------
(Jesse T. Williams, Sr.)
*By: /s/ Nancy C. Ashcom Attorney-in-Fact June 22, 1999
-------------------
(Nancy C. Ashcom)
