SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14a INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/ / Definitive proxy statement
/X/ Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule
14a-12
OHIO EDISON
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
OHIO EDISON
(NAME OF PERSON(S) FILING PROXY STATEMENT)
Payment of filing fee (Check the appropriate box):
/ / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1),
or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
(1) Title of each class of securities to which
transaction applies:______________________________
(2) Aggregate number of securities to which
transaction applies:______________________________
(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule
0-11:_____________________________________________
(4) Proposed maximum aggregate value of transaction:__
/ / Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or schedule
and the date of its filing.
(1) Amount previously paid:___________________________
(2) Form, schedule or registration statement no.:_____
(3) Filing party:_____________________________________
(4) Date filed:_______________________________________
(The following item will appear in the March 27, 1995 edition of
The Exchange, an employee publication of Ohio Edison.)
Savings Plan Participants Urged To Vote
Employees who participate in the Company's Savings Plan
have the right to vote on important business items that will be
presented at the Annual Meeting of Shareholders on April 27.
Exercising that voting right will be especially
important this year because of a controversial shareholder
proposal that the Company's Board of Directors does not support.
The proposal, Item No. 3 in the proxy statement, deals
with the appointment of proxies. Under this proposal, proxies --
the persons designated to vote on behalf of shareholders who do
not attend the annual meeting -- would be prohibited from voting
unless they receive explicit voting instructions from a
shareholder. The Board believes that the proposal is contrary to
the interests of the Company and its shareholders and employees.
Many shareholders routinely return their proxy without
marking the card with instructions to vote "for" or "against"
proposals being considered. In these instances, shares are voted
in accordance with the recommendation of the Board, which is
clearly stated in the proxy statement and on the proxy card.
Consider a situation in which we would face a hostile takeover by
another company. Shareholders who elected to support the Board
and oppose the takeover by simply returning the signed proxy
without marking it could not be counted as opposing the takeover.
This would clearly not be in our best interest.
As a result, the Board recommends that Savings Plan
participants vote against Item No. 3 on the voting form. The
Board also recommends that they vote for Item No. 1, the election
of directors, and vote for Item No. 2, the ratification of the
appointment of auditors.
The Company is also in the process of contacting
shareholders concerning a letter campaign being conducted by the
same shareholder. In his letter, he is trying to persuade
shareholders to substitute his name and an associate's for the
proxies listed on the proxy card. He also wants shareholders to
return the proxies to him instead of the Company. In doing so,
this shareholder may be attempting to gain a seat on our Board of
Directors.
Our Board previously reviewed his qualifications and
determined that he would not enhance the Board's expertise to
deal with the complex issues facing the Company. Obviously, the
Company does not support his proxy solicitation. And, from the
calls we've received from shareholders, it's apparent that they
are finding his request confusing.
Every vote will be important as we all work to protect
the Company's best interests and those of shareholders and
employees. The Company is asking all Savings Plan participants
to complete, sign and return their voting forms as soon as
possible.
When filling out the form, employees should vote both
the shares allocated to their savings account, as well as their
portion of unallocated shares. Anyone who has questions
concerning this voting process should contact Investor Services
at 1-800-736-3402 or extension 5712.
