-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J/2tByQWYYg9Buqaphx4h/Yktofy1OCRweOKyn5sdnPBJNA0O+Kdrt1EGXtOnYtt M9eamKbd9s6YheE9PL+vgQ== 0001031296-02-000009.txt : 20020415 0001031296-02-000009.hdr.sgml : 20020415 ACCESSION NUMBER: 0001031296-02-000009 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020315 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020318 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: 02577407 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 1 main.txt 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 15, 2002 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 March 15, 2002, FirstEnergy Corp. finalized the terms of a previously announced agreement through which Aquila, Inc. (formerly UtiliCorp United) will acquire a 79.9 percent economic interest in FirstEnergy's wholly owned Avon Energy Partners Holdings subsidiary, the holding company for Midlands Electricity plc, for a purchase price of $264 million. As a result of this transaction, Avon's debt of approximately $1.7 billion, which is non-recourse to FirstEnergy, would no longer be included on FirstEnergy's consolidated balance sheet. The transaction is subject to the receipt of all applicable regulatory approvals. Aquila and FirstEnergy together will own all of the outstanding shares of Avon Energy Partners Holdings through a jointly owned subsidiary, with each company having a 50-percent voting interest. Midlands Electricity's assets include its 38,000-mile electric distribution network, an investment in the 1,875-megawatt Teesside Power generating plant in the United Kingdom, and investments in other energy businesses. Under the revised terms of the Purchase and Sale Agreement, Aquila will acquire a 79.9% economic interest in Avon in exchange for a $150 million payment at closing and six annual payments of $19 million, guaranteed by Aquila at the holding company level, commencing on the first anniversary of the closing. FirstEnergy will retain ownership of the remaining 20.1% interest in Avon. FirstEnergy and Aquila will form a new joint venture entity with Class "A", Class "B" and Class "C" shares. The A Shares, owned by Aquila, will represent a 79.9% economic interest and have a 50% voting interest in the entity. The B and C Shares, both owned by FirstEnergy, will represent a 20.1% economic interest and the B shares will have a 50% voting interest in the entity. Terms of the agreement provide that Aquila has certain rights of first refusal with respect to FirstEnergy's transfer of its ownership interest. The restructured Purchase and Sale Agreement provides an acceptable financial outcome for FirstEnergy. FirstEnergy estimates that the dilutive earnings impact of the revised sale terms is approximately $0.11 per share, the same as it was in the previously announced agreement. FirstEnergy's estimated income associated with its 20.1% ownership is expected to offset the reduction in securities retirements due to the reduced up-front cash sale proceeds. More importantly, the restructured sale allows FirstEnergy to largely accomplish its strategic objectives of divesting non-core assets and strengthening its balance sheet through debt retirements. Item 7. Exhibits Exhibit No. Description - ----------- ----------- 99 Press Release of FirstEnergy Corp. announcing the agreement to sell 79.9% of Avon Energy Partners Holdings in the United Kingdom to Aquila, Inc. (formerly UtiliCorp United Inc.). 1 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. March 18, 2002 FIRSTENERGY CORP. Registrant /s/ Harvey L. Wagner --------------------------------------- Harvey L. Wagner Vice President and Controller 2 EX-99 3 ex99.txt PRESS RELEASE EXHIBIT 99 FirstEnergy Corp. FOR RELEASE: March 18, 2002 76 South Main Street Akron, Ohio 44308 www.firstenergycorp.com News Media Contact: Ralph DiNicola - 330-384-5939 Investor Contact: Kurt Turosky - 330-384-5500 TERMS OF AQUILA'S ACQUISITION OF MIDLANDS ELECTRICITY FROM FIRSTENERGY FINALIZED AKRON, OH - FirstEnergy Corp. (NYSE: FE) announced today that, on March 15, 2002, it finalized terms of a previously announced agreement through which Kansas City, Missouri-based Aquila, Inc. (NYSE: ILA) (formerly UtiliCorp United) will acquire a 79.9 percent economic interest in FirstEnergy's wholly owned Avon Energy Partners Holdings subsidiary, the holding company for Midlands Electricity plc, for a purchase price of $264 million. In addition, as a result of this transaction, Avon's debt of approximately $1.7 billion, which is non-recourse to FirstEnergy, would no longer be included on FirstEnergy's consolidated balance sheet. The transaction is subject to the receipt of all applicable regulatory approvals. Aquila and FirstEnergy together will own all of the outstanding shares of Avon Energy Partners Holdings through a jointly owned subsidiary, with each company having a 50-percent voting interest. Midlands Electricity's assets include its 38,000-mile electric distribution network, an investment in the 1,875-megawatt Teesside Power generating plant in the United Kingdom, and investments in other energy businesses. "This proposed transaction is consistent with our strategy of focusing on the northeast quadrant of the United States, where we see our best opportunities for growth," said FirstEnergy Vice Chairman and Chief Executive Officer H. Peter Burg. "At the same time, it strengthens our financial position through a substantial reduction in debt." (more) Supplemental information on the agreement is included in a March 18, 2002, letter to the investment community that is posted on the Investor Relations home page at FirstEnergy's Internet site www.firstenergycorp.com/ir. FirstEnergy is a registered public utility holding company headquartered in Akron, Ohio. Its various subsidiaries produce more than $12 billion in annual revenues and sell 124 billion kilowatt-hours of electricity. Other FirstEnergy affiliates are involved in the exploration and production of oil and natural gas, marketing of natural gas, and energy-related services. FirstEnergy's electric utility operating companies - Ohio Edison, The Cleveland Electric Illuminating Company and Toledo Edison in Ohio; Metropolitan Edison, Pennsylvania Electric and Pennsylvania Power in Pennsylvania; and Jersey Central Power & Light in New Jersey - comprise the nation's fourth largest investor-owned electric system, based on serving 4.3 million customers within a 36,100-square-mile area that stretches from the Ohio-Indiana border to the New Jersey shore. Forward-Looking Statements: This news release includes forward-looking statements based on information currently available to management. Such statements are subject to certain risks and uncertainties. These statements typically contain, but are not limited to, the terms "anticipate," "potential," "expect," "believe," "estimate" and similar words. Actual results may differ materially due to the speed and nature of increased competition and deregulation in the electric utility industry, economic or weather conditions affecting future sales and margins, changes in markets for energy services, changing energy market prices, legislative and regulatory changes or approvals (including revised environmental requirements), availability and cost of capital, inability to accomplish or realize anticipated benefits of strategic goals and other similar factors. (031802) -----END PRIVACY-ENHANCED MESSAGE-----