SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) March 27, 1997
OHIO EDISON COMPANY
(Exact name of Registrant as specified in its charter)
Ohio 1-2578 34-0437786
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
76 South Main Street, Akron, Ohio 44308
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 1-800-736-3402
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Item 5. Other Events
On March 27, 1997, common stock shareholders of Ohio Edison
Company and Centerior Energy Corporation approved the Merger
Agreement, dated September 13, 1996, which was reported on Form 8-K
filed by Ohio Edison Company on September 17, 1996.
The joint press release issued in connection with the
shareholder approval is filed as an exhibit to this Current Report
on Form 8-K and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(a) Not Applicable
(b) Not Applicable
(c) Exhibits
(99) Joint Press Release dated March 27, 1997 of Ohio Edison
Company and Centerior Energy Corporation.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
OHIO EDISON COMPANY
/s/ Harvey L. Wagner
---------------------
Harvey L. Wagner
Comptroller
Dated: March 31, 1997
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FirstEnergy Corp. For Immediate Release
76 South Main Street
Akron, Ohio 44308
Contact for Ohio Edison Contact for Centerior
Company: Energy Corp.:
Ralph J. DiNicola Todd Schneider
330-384-5939 216-447-3200
www.ohioedison.com www.centerior.com
Ohio Edison and Centerior Energy Shareholders
Approve Merger Under FirstEnergy Corp.
Akron, Ohio, March 27, 1997 - Shareholders of Ohio Edison
Company (NYSE: OEC) and Centerior Energy Corp. (NYSE: CX)
today overwhelmingly approved the proposed merger of their
companies under FirstEnergy, which will become a new holding
company for Ohio Edison and its subsidiary, Pennsylvania Power
Company, and Centerior's operating units, The Cleveland
Electric Illuminating Company and The Toledo Edison Company.
The merger was approved by holders of approximately 97
percent of the shares voted at Ohio Edison's special
shareholder meeting today in Akron, and by holders of
approximately 98 percent of the shares voted at Centerior's
meeting in Mayfield Heights, Ohio.
Ohio Edison Chairman and Chief Executive Officer Willard
R. Holland, who will become FirstEnergy's chairman, president
and chief executive officer, said, "Today's vote was a giant
step toward realizing the benefits we expect from our merger
- - creation of a larger, stronger company better positioned to
enhance near- and long-term value for shareholders, to offer
customers a wider range of energy-related products and
services at lower prices, and to provide employees with better
career opportunities. We are working to complete the merger
during 1997 so that we can begin realizing its benefits as
soon as possible."
Of the 153 million shares of Ohio Edison common stock
outstanding, holders voted approximately 127 million shares,
or 83 percent, for the merger; 4 million, or 2 percent,
against; and 1 million, or less than 1 percent, to abstain. Of
the 148 million shares of Centerior stock, holders voted
approximately 128 million shares, or 87 percent, for the
merger; 2 million, or 1 percent, against; and 1 million, or
less than 1 percent, to abstain. The merger needed approval by
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holders of at least two-thirds of Ohio Edison's outstanding
shares of common stock and by a majority of Centerior's.
Centerior Chairman, President and Chief Executive Officer
Robert J. Farling, who will serve as vice chairman of
FirstEnergy, said, "Our merger will lead to substantial
savings and operational efficiencies, which should further
improve our new company's cash flow and financial position.
In addition, our larger, more diverse region is a national
leader in attracting new businesses and jobs, which should
further enhance FirstEnergy's prospects for solid financial
performance and growth."
FirstEnergy has already received other key approvals in
the merger process. FirstEnergy's Rate Reduction and Economic
Development Plan - which will provide interim price reductions
through 2005 and a decrease that will average 15 percent for
all customers in 2006 - was approved by the Public Utilities
Commission of Ohio in January, and the merger received the
approval of the Pennsylvania Public Utility Commission in
February. Federal regulatory agencies that still need to act
on the merger include the Federal Energy Regulatory
Commission, the Securities and Exchange Commission, the
Nuclear Regulatory Commission and the Department of Justice.
FirstEnergy, headquartered in Akron, Ohio, will become
the nation's 11th largest investor-owned electric system,
based on annual electric sales of 64 billion kilowatt-hours.
FirstEnergy will serve 2.1 million customers within 13,200
square miles of northern and central Ohio and western
Pennsylvania. As of December 31, 1996, the combined assets of
Ohio Edison and Centerior exceeded $18 billion and annual
revenues were $5 billion.
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