EX-5 2 rex5.txt Registration No. 333-81183 As filed with the Securities and Exchange Commission on __________, 2001 ====================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------- FIRSTENERGY CORP. (Exact name of registrant as specified in its charter) OHIO 34-1843785 (State or other jurisdiction (I.R.S. Employer of incorporation) Identification No.) 76 South Main Street Akron, Ohio 44308 (Address of principal executive offices, including zip code) FirstEnergy Corp. Executive Deferred Compensation Plan and Amended FirstEnergy Corp. Deferred Compensation Plan For Directors (Full title of the plan) ------------------ Nancy C. Ashcom Corporate Secretary FirstEnergy Corp. 76 South Main Street, Akron, Ohio 44308 (Name and address of agent for service) (330) 384-5504 (Telephone number, including area code, of agent for service) ------------------- Copies to: Pillsbury Winthrop LLP One Battery Park Plaza New York, New York 10004 (212) 858-1000 Attention: John H. Byington, Esq. ---------------- Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement. CALCULATION OF REGISTRATION FEE
Title of securities Amount to be Proposed maximum offering Proposed maximum Amount of to be registered (1) registered price per share aggregate offering price registration Fee(2) --------------------- ------------ ------------------------- ----------------------- ------------------ Deferred Compensation Obligations $30,000,000 100% $30,000,000 $7,500 1. 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, which may convert to FirstEnergy Corp. Common Stock at distribution. 2. Pursuant to Rule 457, the registration fee is calculated on the basis of the proposed offering price of the Deferred Compensation Obligations.
STATEMENT PURSUANT TO GENERAL INSTRUCTION E Pursuant to and as permitted by General Instruction E to Form S-8, this Registration Statement on Form S-8 is being filed to register additional Deferred Compensation Obligations of FirstEnergy Corp. (the "Company") in the principal amount of $30,000,000. The contents of the Company's Registration Statement on Form S-8 (filed on June 21, 1999), including all exhibits attached thereto, and Post- Effective Amendment No. 1 to Form S-8 (filed on June 30, 1999), both filed as Registration No. 333-81183, are hereby incorporated herein by reference. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents which have heretofore been filed by the Company with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act") are incorporated by reference herein and shall be deemed to be a part hereof: 1. Annual Report on Form 10-K for the year ended December 31, 1999 (filed March 29, 2000) and Amendment No. 1 to Form 10-K (filed April 28, 2000). 2. Quarterly Report on Form 10-Q for period ended September 30, 2000 (filed November 14, 2000), the Quarterly Report on Form 10-Q for period ended June 30, 2000 (filed August 14, 2000) and the Quarterly Report on Form 10-Q for period ended March 31, 2000 (filed May 12, 2000). 3. Current Report on Form 8-K (filed November 27, 2000), the Current Report on Form 8-K (filed August 10, 2000) and the Current Report on Form 8-K (filed April 18, 2000). 4. The description of the Common Stock of the Company contained in the section of the Company's Registration Statement on Form S-4/A, filed with the Commission on October 13, 2000, entitled "Description of FirstEnergy Common Stock After the Merger." All documents, filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and made a part hereof from their respective dates of filing (such documents, and the documents enumerated above, being hereinafter referred to as "Incorporated Documents"); provided, however, that the documents enumerated above or subsequently filed by the Company pursuant to sections 13(a), 13(c), 14 or 15(d) of the 1934 Act in each year during which the offering made by this Registration Statement is in effect prior to the filing with the Commission of the Company's Annual Report on Form 10-K covering such year shall not be Incorporated Documents or be incorporated by reference in this Registration Statement or be a part hereof from and after the filing of such Annual Report on Form 10-K. Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 5. Interests of Named Experts and Counsel. The validity of our common stock and the Deferred Compensation Obligations will be verified by David L. Feltner, our Associate General Counsel. As of February 14, 2001, Mr. Feltner owned 4,059.30 shares of our common stock. Mr. Feltner is also eligible to participate in the FirstEnergy Corp. Executive Deferred Compensation Plan, pursuant to which some of the Deferred Compensation Obligations will be issued. Item 8. Exhibits See Exhibit Table for new information required in this Registration Statement that is not in the earlier Registration Statements. 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Akron, the State of Ohio, on this ____ day of February, 2001. FIRSTENERGY CORP. By:_________________________________________ H. Peter Burg Chairman of the Board and Chief Executive Officer POWER OF ATTORNEY 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 with full power of substitution, as his or her true and lawful attorney-in-fact and agent to execute in his or her 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 indicated and on the date indicated. Signature Title Date --------- ----- ---- _________________________ Chairman of the Board, February , 2001 (H. Peter Burg) Chief Executive Officer and Director (Principal Executive Officer) _________________________ President and Director February , 2001 (Anthony J. Alexander) _________________________ Vice President and February , 2001 (Richard H. Marsh) Chief Financial Officer (Principal Financial Officer) _________________________ Controller February , 2001 (Harvey L. Wagner) (Principal Accounting Officer) _________________________ Director February , 2001 (Dr. Carol A. Cartwright) _________________________ Director February , 2001 (William F. Conway) _________________________ Director February , 2001 (Robert B. Heisler, Jr.) Signature Title Date --------- ----- ---- _________________________ Director February , 2001 (Robert L. Loughhead) _________________________ Director February , 2001 (Russell W. Maier) _________________________ Director February , 2001 (Paul J. Powers) _________________________ Director February , 2001 (Robert C. Savage) _________________________ Director February , 2001 (George M. Smart) _________________________ Director February , 2001 (Jesse T. Williams, Sr.) ========================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------- EXHIBITS filed with Registration Statement on Form S-8 under The Securities Act of 1933 ------------------- FIRSTENERGY CORP. EXECUTIVE DEFERRED COMPENSATION PLAN AND AMENDED FIRSTENERGY CORP. DEFERRED COMPENSATION PLAN FOR DIRECTORS (Full title of the Plan) FirstEnergy Corp. (Exact name of issuer as specified in its charter) ========================================== EXHIBIT INDEX Exhibit Number Description ------- ----------- 4(f)* Amended FirstEnergy Corp. Deferred Compensation Plan for Directors, revised November 15, 1999 (physically filed and designated in Registration Statement No. 333-21011 as Exhibit 10.2). 5 Opinion of David L. Feltner, Esq., Associate General Counsel for the Company, as to the securities being registered. 15 Letter of Arthur Andersen LLP to the Company regarding unaudited interim financial information. 23(a) Consent of David L. Feltner, Esq. (contained in Exhibit No. 5). 23(b) Consent of Independent Public Accountants, Arthur Andersen LLP. --------------------- * Incorporated by reference as noted therein. EXHIBIT 5 and 23(a) February , 2001 FirstEnergy Corp. 76 South Main Street Akron, Ohio 44308 Re: FirstEnergy Corp. - Registration Statement on Form S-8 relating to the FirstEnergy Corp. Executive Deferred Compensation Plan and Amended FirstEnergy Corp. Deferred Compensation Plan for Directors Ladies and Gentlemen: I have acted as counsel to FirstEnergy Corp., an Ohio corporation (the "Company"), in connection with the preparation of a registration statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), relating to the $30,000,000 principal amount of deferred compensation obligations (the "Obligations") to be issued pursuant to the provisions of the FirstEnergy Corp. Executive Deferred Compensation Plan and the Amended FirstEnergy Corp. Deferred Compensation Plan for Directors (the "Plans"). In arriving at the opinions expressed below, I have reviewed the Registration Statement and the Plans. In addition, I have reviewed the originals or copies certified or otherwise identified to my satisfaction of all such corporate records of the Company and such other instruments and other certificates of public officials, officers and representatives of the Company and such other persons, and I have made such investigations of law, as I have deemed appropriate as a basis for the opinion expressed below. Based upon the foregoing, and subject to the further assumptions and qualifications set forth below, I am of the opinion that the Obligations will be legally issued, fully paid and nonassessable, and will be binding obligations of the Company, when: (a) the applicable provisions of the Act and of State securities or "blue sky" laws shall have been complied with; and (b) the Company's Board of Directors shall have duly authorized the issuance of the Obligations pursuant to the provisions of the Plans; I hereby consent to the use of this opinion as Exhibit 5 to the Registration Statement. In giving such opinion, I do not thereby admit that I am acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Commission thereunder. Respectfully submitted, David L. Feltner Associate General Counsel EXHIBIT 15 February 16, 2001 FirstEnergy Corp.: We are aware that FirstEnergy Corp. (the Company) has incorporated by reference in its Registration Statement on Form S-8 relating to the registration of additional Deferred Compensation Obligations of FirstEnergy Corp. in the principal amount of $30,000,000, its Forms 10- Qs for the quarters ended September 30, 2000, June 30, 2000 and March 31, 2000, which include our reports dated November 10, 2000, August 11, 2000 and May 12, 2000, respectively, covering the unaudited interim financial information of the Company contained therein. Pursuant to Regulation C of the Securities Act of 1933, that report is not considered a part of the registration statement prepared or certified by our firm or a report prepared or certified by our firm within the meaning of Sections 7 and 11 of the Act. Very truly yours, Arthur Andersen LLP EXHIBIT 23(b) Consent of Independent Public Accountants As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated February 11, 2000, incorporated by reference in FirstEnergy Corp.'s Form 10-K for the year ended December 31, 1999, and to all references to our Firm included in this registration statement. Arthur Andersen LLP Cleveland, Ohio February 16, 2001 63252891.05 DRAFT