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SCHEDULE 14A
(RULE 14a)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
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<S> <C>
[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[ ] Definitive Proxy Statement
[x] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
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OHIO EDISON COMPANY
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
XXXXXXXXXXXXXXXX
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] 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 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] 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:
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[LOGO - FIRSTENERGY MERGER UPDATE]
FOR EMPLOYEES OF THE OHIO EDISON SYSTEM AND CENTERIOR ENERGY
Issue 11 MARCH 19, 1997
UWUA LOCAL 126 LEADERSHIP SUPPORTS MERGER
[LOGO]
The Negotiating Committee of Utility Workers Union of America (UWUA) Local
126 has come out in support of FirstEnergy and has recommended that its
membership vote FOR the merger.
"We believe that the merger will make us a stronger company, and help
provide our membership a more stable working environment in the era of
deregulation," said Local 126 President Rick Zito.
UWUA Local 126 represents 292 employees in the Akron Area of Ohio Edison's
Northern Region.
SHAREHOLDER VOTING
UPDATE: CENTERIOR ENERGY
RECEIVES NEEDED PROXIES
Centerior Energy share owners have returned proxies representing 87 million
FOR votes - exceeding the 74 million votes needed to approve the merger.
(EDITOR'S NOTE: Although the proxies returned so far show that we are
receiving strong shareholder support for the merger, the proxies WILL NOT BE
OFFICIALLY VOTED until our special shareholder meetings are held on Thursday,
March 27.)
As of March 18, 60.4 percent of the outstanding shares of Centerior common
stock were voted, with 97 percent being cast FOR the merger.
For Ohio Edison, about 98 million of the nearly 102 million votes needed to
approve the merger have been cast by shareholders. About 64 percent of the
outstanding shares of Ohio Edison common stock had voted, with 96 percent
favoring the merger.
The volume of the voting should pick up this week when many of the shares
held by institutions and stockbrokers are expected to be voted and returned to
our proxy tabulators.
Ohio Edison needs approval from holders of at least two-thirds of its
outstanding common stock.
[TABLE]
[LOGO]
Millions FOR VOTES NEEDED
---
Ohio Edison 101,712,985
Centerior 74,012,965
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QUESTIONS & ANSWERS
If you have questions concerning the proposed merger, please call one of
the employee hotlines. Here are some questions we've received.
Q: DO EXECUTIVES OF OHIO EDISON AND CENTERIOR AUTOMATICALLY GET SEVERANCE
PAYMENTS WHEN THE MERGER IS COMPLETED?
A: No. Executives qualify for severance payments only if their employment
is terminated or if an adequate position is not available following the merger.
In addition, executives accepting positions at FirstEnergy - or at the operating
companies - will not receive the merger severance package.
Q: DO THE PROXY VOTE TOTALS MENTIONED IN MERGER UPDATE INCLUDE SHARES
EMPLOYEES HOLD THROUGH EACH COMPANY'S 401(k) SAVINGS PLAN?
A: The allocated shares voted by Ohio Edison employees are added to the
vote total. In fact, based on tabulations from the Ohio Edison Savings Plan
Trustee, nearly 96 percent, or 2,442,483 of the allocated shares, have been
voted for the merger. As of March 12, about 79 percent of the shares allocated
to employees were voted.
Centerior's 401(k) Savings Plan does not include a common-stock
compensation feature.
[LOGO] FIRST ENERGY
TRANSITION TEAM
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SHAPING OUR FUTURE
TRANSITION MANAGEMENT
TEAM PRINCIPLES
(EDITOR'S NOTE: This is the last in a series of four stories that highlight
the 12 guiding principles that have been developed by the Transition Management
Team.)
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PRINCIPLE: The transition process will reflect genuine intent to achieve
fair results for all stakeholders
- - Fairness dictates that conflicts may arise over issue resolution
- - Consideration will be given to alternative viewpoints
- - Decisions can be fair to all parties without necessarily appearing wholly
equitable
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PRINCIPLE: Selection and separation programs will be disciplined,
structured and competency based
- - The success of our business demands excellence from
employees
- - We value high-performing employees
- - Shared commitment to the corporate vision is a component of value
- - Employees from both companies will be needed to fill the positions in the
new company
- - Work force diversity will be considered in staffing decisions
- - Skill development and training will be supported
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PRINCIPLE: The transition process encourages and expects decision-making
on the part of all participants
- - The transition teams will be encouraged to take managed risks in a
cost-effective fashion
- - Employees are free, and expected, to surface and resolve problems
EMPLOYEE HOTLINES
Employees with questions concerning the FirstEnergy merger are encouraged
to call the special information hotlines:
Ohio Edison/Penn Power Centerior/CEI/Toledo Edison
330-384-3773 216-520-9455
