0001031296-01-500025.txt : 20011112 0001031296-01-500025.hdr.sgml : 20011112 ACCESSION NUMBER: 0001031296-01-500025 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20011105 EFFECTIVENESS DATE: 20011105 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-72768 FILM NUMBER: 1775002 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 S-8 1 nov5_03.txt TEXT As filed with the Securities and Exchange Commission on November 5, 2001 Registration No. 333- -------------------------------------------------------------------------- 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 of (I.R.S. Employer Identification No.) Incorporation or Organization) 76 South Main Street Akron, Ohio 44308 (Address of Principal Executive Offices, Including Zip Code) FirstEnergy Corp. Executive Deferred Compensation Plan Amended FirstEnergy Corp. Deferred Compensation Plan for Directors (Full Title of the Plan) Nancy C. Ashcom Copy to: Corporate Secretary Edward W. Moore, Esq. FirstEnergy Corp. Calfee, Halter & Griswold LLP 76 South Main Street 1400 McDonald Investment Center Akron, Ohio 44308 800 Superior Avenue (330) 384-5504 Cleveland, Ohio 44114 (216) 622-8200 (Name, Address and Telephone Number, Including Area Code, of Agent for Service) ------------------------------- CALCULATION OF REGISTRATION FEE
==================================================================================================== Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of To Be To Be Price Per Share/ Offering Registration Registered Registered Obligation Price Fee ---------- ---------- ---------------- --------- ------------ Common Stock, par value $0.10 per share(1) 1,000,000 shares(3) $34.01(4) $34,010,000 $0(6) -------------------------------------------------------------------------------------------------- Deferred Compensation $75,000,000 100% $75,000,000(5) $18,750(6) Obligations(2) ==================================================================================================== (1) Includes rights to purchase shares of common stock ("Share Purchase Rights") under FirstEnergy Corp.'s Rights Agreement that, prior to the occurrence of certain events, will not be exercisable or evidenced separately from the shares of common stock. (2) 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 (collectively, the "Plans"). (3) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement also covers additional shares of FirstEnergy Corp. common stock that may be issued or become issuable under the terms of the Plans in order to prevent dilution resulting from any stock split, stock dividend or similar transaction. (4) Estimated in accordance with Rule 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee and based upon the average of the high and low prices of FirstEnergy Corp. common stock reported on the New York Stock Exchange on October 30, 2001. (5) Estimated solely for purposes of determining the registration fee. (6) Pursuant to Rule 457(i) under the Securities Act, the registration fee is calculated on the basis of the proposed offering price of the Deferred Compensation Obligations, which may convert to FirstEnergy Corp. common stock at distribution. 2
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 by FirstEnergy Corp., an Ohio corporation (the "Company"), to register an additional 1,000,000 shares of common stock, par value $0.10 per share, of the Company and an additional $75,000,000 in principal amount of Deferred Compensation Obligations of the Company. The contents of the following Registration Statements of the Company are hereby incorporated herein by reference: (i) 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; and (ii) the Company's Registration Statement on Form S-8 (filed on February 23, 2001), including all exhibits attached thereto, filed as Registration No. 333-56094. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents heretofore filed by the Company with the Securities and Exchange Commission (the "Commission") are incorporated by reference in this Registration Statement: (1) The Company's Annual Report on Form 10-K for the year ended December 31, 2000, as amended; (2) The Company's Quarterly Reports on Form 10-Q for the quarters ended June 30, 2001 and March 31, 2001; (3) The Company's Current Report on Form 8-K, dated October 29, 2001; (4) The Company's Current Report on Form 8-K, dated October 18, 2001; (5) The description of the Company's common stock contained in the Company's Registration Statement on Form S-4, Amendment No. 1 (Registration No. 333-46444), filed with the Commission on October 13, 2000, and any amendment or report filed for the purpose of updating such description; and (6) The description of the Share Purchase Rights of the Company contained in the Company's Current Report on Form 8-K, dated November 18, 1997, and any amendment or report filed for the purpose of updating that description. All documents, filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), subsequent to the filing of this Registration Statement and 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 3 filing (such documents, and the documents enumerated above, being hereinafter referred to as "Incorporated Documents"). 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 the securities being registered will be verified by Leila L. Vespoli, Esq., the Company's Vice President and General Counsel. As of October 10, 2001, Ms. Vespoli owned 3,682 shares of the Company's common stock. Ms. Vespoli is eligible to participate in the FirstEnergy Corp. Executive Deferred Compensation Plan, pursuant to which some of the Deferred Compensation Obligations and the Company's common stock will be issued. Item 8. Exhibits. The exhibits listed on the accompanying Exhibit Index are filed or incorporated by reference as part of this Registration Statement. 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Company 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, State of Ohio, on this 5th day of November, 2001. FIRSTENERGY CORP. By: /s/ Nancy C. Ashcom ------------------------- Nancy C. Ashcom Corporate Secretary (Duly Authorized Officer) Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on this 5th day of November, 2001. Signature Title * Chairman of the Board, Chief Executive Officer ----------------------- and a Director (Principal Executive Officer) H. Peter Burg * President and Director ----------------------- Anthony J. Alexander * Vice President and Chief Financial Officer ----------------------- Richard H. Marsh (Principal Financial Officer) * Controller ----------------------- (Principal Accounting Officer) Harvey L. Wagner * Director ----------------------- Dr. Carol A. Cartwright * Director ----------------------- William F. Conway * Director ----------------------- Robert B. Heisler, Jr. * Director ----------------------- Robert L. Loughhead * Director ----------------------- Russell W. Maier 5 * Director ----------------------- Paul J. Powers * Director ----------------------- Robert C. Savage * Director ----------------------- George M. Smart * Director ----------------------- Jesse T. Williams, Sr. *By: /s/ Nancy C. Ashcom -------------------------- Nancy C. Ashcom Attorney-in-Fact 6 EXHIBIT INDEX Exhibit No. Description of Document ----------- ----------------------- 4(a) Amended Articles of Incorporation of FirstEnergy Corp. (physically filed and designated in the Registration Statement on Form S-4 (Registration No. 333-21011) as Exhibit (3)-1).* 4(b) Amended Code of Regulations of FirstEnergy Corp. (physically filed and designated in the Registration Statement on Form S-4 (Registration No. 333-21011) as Exhibit (3)-2).* 4(c) Form of Common Stock Certificate (physically filed and designated in the Registration Statement on Form S-3/A (Registration No. 333-40063) as Exhibit 4(c)).* 4(d) Rights Agreement, dated as of November 18, 1997, between FirstEnergy Corp. and The Bank of New York and form of Right Certificate (physically filed and designated in the Current Report on Form 8-K, dated November 18, 1997, as Exhibit 4.1).* 4(e) FirstEnergy Corp. Executive Deferred Compensation Plan (physically filed and designated in the Registration Statement on Form S-8 (Registration No. 333-81183) as Exhibit 4(e)).* 4(f) Amended FirstEnergy Corp. Deferred Compensation Plan for Directors, revised November 15, 1999 (physically filed and designated in the Company's Form 10-K for the year ended December 31, 1999 as Exhibit 10.2).* 5 Opinion of Leila L. Vespoli, Esq., Vice President and General Counsel for the Company, as to the validity of the securities being registered. (x) 15 Letter of Arthur Andersen LLP to the Company regarding unaudited interim financial information. (x) 23(a) Consent of Leila L. Vespoli, Esq. (included in Exhibit 5). 23(b) Consent of Independent Public Accountants, Arthur Andersen LLP. (x) 24 Power of Attorney. (x) -------------- * Incorporated herein by reference. (x) Filed herewith. E-1 EX-5 3 ex5-23a_03.txt OPINION OF LEILA L. VESPOLI Exhibits 5 and 23(a) November 5, 2001 FirstEnergy Corp. 76 South Main Street Akron, Ohio 44308 Re: Registration Statement on Form S-8 of FirstEnergy Corp. Relating to the Issuance of Shares of Common Stock and Deferred Compensation Obligations under the FirstEnergy Corp. Executive Deferred Compensation Plan and the Amended FirstEnergy Corp. Deferred Compensation Plan for Directors (collectively, the "Plans") Ladies and Gentlemen: I have acted as Vice President and General 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 "Securities Act"), relating to the offering of up to an additional 1,000,000 shares (the "Shares") of the Company's Common Stock, par value $0.10 per share, and up to an additional $75,000,000 in principal amount of deferred compensation obligations (the "Obligations") to be issued pursuant to the provisions of the Plans. I, or the attorneys under my supervision and control upon whom I have relied, have examined such records, documents, statutes and decisions as I or they have deemed relevant in rendering this opinion. Based on the foregoing, I am of the opinion that when: (a) the applicable provisions of the Securities 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 Shares, and (c) the Shares have been duly issued and paid for in an amount not less than par value of $0.10 per share, the Shares will be validly issued, fully paid and non-assessable; and when: (a) the applicable provisions of the Securities 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, the Obligations will be validly issued, fully paid and non-assessable. 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 Securities Act or the rules or regulations of the Commission thereunder. Very truly yours, /s/ Leila L. Vespoli, Esq. Leila L. Vespoli, Esq. 2 EX-15 4 ex15_03.txt LETTER OF ARTHUR ANDERSEN LLP Exhibit 15 November __, 2001 FirstEnergy Corp.: We are aware that FirstEnergy Corp. has incorporated by reference in its Registration Statement on Form S-8 relating to the registration of 1,000,000 shares of FirstEnergy Corp. Common Stock and $75,000,000 in principal amount of deferred compensation obligations of FirstEnergy Corp. to be issued pursuant to the FirstEnergy Corp. Executive Deferred Compensation Plan and the Amended FirstEnergy Corp. Deferred Compensation Plan for Directors, its Form 10-Qs for the quarters ended June 30, 2001 and March 31, 2001, which include our reports dated August 8, 2001 and May 14, 2001, respectively, covering the unaudited interim financial information contained therein. Pursuant to Regulation C of the Securities Act of 1933, these reports are 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, /s/ Arthur Andersen LLP Arthur Andersen LLP EX-23 5 ex23b_03.txt CONSENT OF 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 reports dated February 16, 2001, included or incorporated by reference in FirstEnergy Corp.'s Form 10-K for the year ended December 31, 2000, as amended, and to all references to our Firm included in this registration statement. /s/ Arthur Andersen LLP Arthur Andersen LLP Cleveland, Ohio, November __, 2001. EX-24 6 ex24_03.txt POWER OF ATTORNEY Exhibit 24 POWER OF ATTORNEY We, the officers and directors of FirstEnergy Corp. who have signed this Power of Attorney, individually constitute and appoint H. Peter Burg, Nancy C. Ashcom and Edward J. Udovich, and each of them, our true and lawful attorneys, with full power to act without the others and full power to substitute and resubstitute another individual to serve as our attorney, (A) to sign for us, in our names and in the capacities indicated below, one or more Registration Statements on Form S-3, Form S-4 or Form S-8 or any other appropriate form and any and all amendments to these Registration Statements (including post-effective amendments) for the registration under the Securities Act of 1933, as amended, of the shares of common stock of FirstEnergy, deferred compensation obligations of FirstEnergy and interests in employee benefits plans of FirstEnergy, as the case may be, to be issued in connection with employee benefits plans of FirstEnergy or its subsidiaries or predecessors, including: Amended FirstEnergy Corp. Deferred Compensation Plan for Directors FirstEnergy Corp. Executive Deferred Compensation Plan GPU Companies Employee Savings Plan for Nonbargaining Employees GPU Companies Employee Savings Plan for Employees Represented by IBEW System Council U-3 GPU Companies Employee Savings Plan for Employees Represented by IBEW Local 459 or UWUA Local 180 GPU Companies Employee Savings Plan for Employees Represented by IBEW Local 777 GPU, Inc. 1990 Stock Plan for Employees of GPU, Inc. and Subsidiaries GPU Companies Deferred Compensation Plan Deferred Stock Unit Plan for Outside Directors of GPU, Inc. GPU, Inc. Stock Option and Restricted Stock Plan for MYR Group Inc. Employees and any other stock, stock option, restricted stock, deferred compensation or other benefit plan or successor plan maintained for the benefit of employees or directors of FirstEnergy or any of its subsidiaries or predecessors, and (B) to file any of the Registration Statements mentioned, including a form of prospectus, and any and all amendments and post-effective amendments to these Registration Statements, with all exhibits, and any and all related documents, with the Securities and Exchange Commission. By signing this Power of Attorney we grant to the attorneys named above, and each of them, full power and authority to do and perform any and all acts and things necessary to be done in connection with the foregoing, as fully as we could do in person, and we ratify and confirm all that our attorneys, and each of them or their substitute or substitutes, may do or cause to be done by virtue of this Power of Attorney. We have signed our names in the capacities and on the dates indicated below. Signature Title Date --------- ----- ---- /s/ H. Peter Burg --------------------------- Chairman of the Board, November 5, 2001 H. Peter Burg Chief Executive Officer and Director /s/ Anthony J. Alexander President and Director November 5, 2001 --------------------------- Anthony J. Alexander /s/ Richard H. Marsh Vice President and November 5, 2001 --------------------------- Chief Financial Officer Richard H. Marsh /s/ Harvey L. Wagner Controller November 5, 2001 --------------------------- Harvey L. Wagner /s/ Dr. Carol A. Cartwright Director November 5, 2001 --------------------------- Dr. Carol A. Cartwright /s/ William F. Conway --------------------------- Director November 5, 2001 William F. Conway /s/ Robert B. Heisler, Jr. --------------------------- Director November 5, 2001 Robert B. Heisler, Jr. /s/ Robert L. Loughhead Director November 5, 2001 --------------------------- Robert L. Loughhead /s/ Russell W. Maier --------------------------- Director November 5, 2001 Russell W. Maier /s/ Paul J. Powers Director November 5, 2001 --------------------------- Paul J. Powers /s/ Robert C. Savage Director November 5, 2001 --------------------------- Robert C. Savage /s/ George M. Smart Director November 5, 2001 --------------------------- George M. Smart /s/ Jesse T. Williams, Sr. Director November 5, 2001 --------------------------- Jesse T. Williams, Sr. 2