0001031296-01-500021.txt : 20011101
0001031296-01-500021.hdr.sgml : 20011101
ACCESSION NUMBER: 0001031296-01-500021
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20011029
ITEM INFORMATION: Other events
ITEM INFORMATION: Financial statements and exhibits
FILED AS OF DATE: 20011030
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: FIRSTENERGY CORP
CENTRAL INDEX KEY: 0001031296
STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911]
IRS NUMBER: 341843785
STATE OF INCORPORATION: OH
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 333-21011
FILM NUMBER: 1769525
BUSINESS ADDRESS:
STREET 1: 76 SOUTH MAIN ST
CITY: AKRON
STATE: OH
ZIP: 44308-1890
BUSINESS PHONE: 3303845100
MAIL ADDRESS:
STREET 1: 76 SOUTH MAIN ST
CITY: AKRON
STATE: OH
ZIP: 44308-1890
8-K
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oct29.txt
SEC APPROVES FIRSTENERGY/GPU MERGER
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) October 29, 2001
Commission Registrant; State of Incorporation; I.R.S. Employer
File Number Address; and Telephone Number Identification No.
----------- ----------------------------------- ------------------
333-21011 FIRSTENERGY CORP. 34-1843785
(An Ohio Corporation)
76 South Main Street
Akron, Ohio 44308
Telephone (800)736-3402
Item 5. Other Events
On August 8, 2000, FirstEnergy Corp., an Ohio corporation (the
"Company") and GPU, Inc., a Pennsylvania corporation ("GPU"), entered into
an Agreement and Plan of Merger dated as of August 8, 2000 (the "Merger
Agreement"), providing for a merger of GPU with and into the Company.
On October 29, 2001, the Company issued a press release
announcing that it received approval from the U.S. Securities and Exchange
Commission under the Public Utility Holding Company Act of 1935 in time to
enable its merger with GPU to become effective on November 7, 2001.
Attached as Exhibit 99.1 hereto, is a copy of the Company's press release
announcing the effective date and other related information.
Item 7. Exhibits
Exhibit No. Description
----------- -----------
99.1 Press Release of the Company announcing merger effective
date and other information.
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.
October 30, 2001
FIRSTENERGY CORP.
-----------------
Registrant
/s/ Harvey L. Wagner
------------------------------
Harvey L. Wagner
Controller
EX-99.1 CHARTER
3
ex99.txt
NOTICE TO GPU SHAREHOLDERS
EXHIBIT 99.1
FOR RELEASE: OCTOBER 29, 2001
FirstEnergy Corp. GPU, Inc.
76 South Main Street P.O. Box 1911
Akron, OH 44308 300 Madison Ave.
www.firstenergycorp.com Morristown, NJ 07962
www.gpu.com
News Media Contact:
Ralph J. DiNicola
(330) 384-5939
Investor Contact: Investor Contact:
Kurt E. Turosky Joanne Barbieri
(330) 384-5500 (973) 401-8720
NOTICE TO GPU SHAREHOLDERS OF EXCHANGE RATIO
AND ELECTION DEADLINE
SEC Approves FirstEnergy Merger
H. Peter Burg, FirstEnergy Corp. chairman and chief executive
officer, announced that today's approval by the U. S. Securities and
Exchange Commission (SEC) completes the regulatory approval process for
the merger of Akron, Ohio-based FirstEnergy (NYSE: FE) and Morristown,
New Jersey-based GPU, Inc., and that FirstEnergy will begin combined
operations of both companies on November 7.
"We are pleased to have completed the complex approval process
and now look forward to providing the many benefits of our merger to
customers, shareholders and employees," said Mr. Burg. "As the nation's
fourth largest investor-owned electric system, FirstEnergy will be even
better positioned to provide customers with reliable and affordable
electricity and a variety of energy-related services, to enhance the
value of our shareholders' investment, and to offer expanded career
opportunities for more employees than would have otherwise been
possible."
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(more)
Under the terms of the Merger Agreement, GPU shareholders may
elect to receive, for each share of GPU common stock that they own,
either $36.50 in cash or shares of FirstEnergy common stock. The number
of FirstEnergy shares that a GPU shareholder will receive in exchange for
a GPU share depends upon the average closing price of FirstEnergy common
stock over a pre-determined 20-day trading period, but is limited to
1.2318 shares if that average price is $29.6313 or higher. With the
November 7, 2001, merger effective date, the 20-day trading period ended
on October 29, 2001, and resulted in an average closing price of $35.67.
Consequently, GPU shareholders electing FirstEnergy shares will receive
1.2318 shares of FirstEnergy common stock for each share of GPU common
stock that they own. The elections by GPU shareholders are subject to
proration if the total elections would result in more than one-half of
the GPU common stock being exchanged for either cash or FirstEnergy
shares. As a result, GPU shareholders may receive a combination of cash
or shares of FirstEnergy common stock different from their election.
The forms of election of GPU shareholders must be received by
the Exchange Agent, Mellon Investor Services, by the election deadline,
which is 5 p.m., New York City time, on November 6, 2001. If
shareholders fail to submit their forms of election by the election
deadline, they lose their right to make an election, and the type of
merger consideration they will receive - either cash or FirstEnergy
shares or both - will be determined under the provisions of the Merger
Agreement. Any questions regarding the merger exchange process should be
directed to the Exchange Agent, Mellon Investor Services, at 1-800-279-
1228.
The merger received nine regulatory approvals in addition to
that of the SEC, including the Federal Energy Regulatory Commission and
Nuclear Regulatory Commission in March, New York State Public Service
Commission in April, Pennsylvania Public Utility Commission in June, and
New Jersey Board of Public
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(more)
Utilities in September. In November 2000, both companies' shareholders
overwhelmingly approved the merger, which was announced on August 8,
2000.
FirstEnergy, which will be a registered utility holding company
headquartered in Akron, Ohio, will continue trading its common stock on
the New York Stock Exchange under the ticker symbol FE. Its various
subsidiaries will have annual revenues of more than $12 billion, and
electric sales of approximately 124 billion kilowatt-hours. Its seven
electric utility operating companies - Ohio Edison, The Illuminating
Company, Toledo Edison, Metropolitan Edison, Pennsylvania Electric,
Pennsylvania Power, and Jersey Central Power & Light - serve 4.3 million
customers in a 36,100-square-mile service area that stretches from the
Ohio-Indiana border to the New Jersey shore.
FirstEnergy subsidiaries and affiliates provide a wide range of
energy and energy-related products and services, including the generation
and sale of electricity; exploration and production of oil and natural
gas; transmission and marketing of natural gas; mechanical and electrical
contracting and construction; energy management; telecommunications; and
e-commerce.
(102901)