-----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, L9TmVOTqu3P1Q/57FH/69p1gZT090zFMA/OLEGC+dgVxYMBamDSgWiPXZ8RXJV/d BGFY6PaUDPX7fWegNEV2VQ== 0001031296-02-000048.txt : 20020530 0001031296-02-000048.hdr.sgml : 20020530 20020530105232 ACCESSION NUMBER: 0001031296-02-000048 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20020530 EFFECTIVENESS DATE: 20020530 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: 333-89356 FILM NUMBER: 02665680 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 fe_s8-52902.txt REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on May 29, 2002 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 and Director Incentive Compensation Plan (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 Title of Proposed Maximum Securities Amount Maximum Aggregate Amount of To Be To Be Offering Offering Registration Registered Registered Price Per Share Price Fee - -------------------------------------------------------------------------------- Common Stock, par value $0.10 per 7,500,000 share(1) shares(2) $34.31(3) $257,325,000.00(3) $23,674.00 ================================================================================ (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) 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 FirstEnergy Corp. Executive and Director Incentive Compensation Plan in order to prevent dilution resulting from any stock split, stock dividend or similar transaction. (3) 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 May 23, 2002. 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 7,500,000 shares of common stock, par value $0.10 per share, 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 July 1, 1998), including all exhibits attached thereto, filed as Registration No. 333-58279; and (ii) the Company's Registration Statement on Form S-8 (filed on August 17, 2001), including all exhibits attached thereto, filed as Registration No. 333-67798. 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, 2001; (2) The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2002; (3) The Company's Current Report on Form 8-K, dated May 23, 2002; (4) The Company's Current Report on Form 8-K, dated May 8, 2002; (5) The Company's Current Report on Form 8-K, dated April 11, 2002, as amended; (6) 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 (7) 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 1 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 4. Description of Securities. Incorporated by reference. See Item 3. 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 Senior Vice President and General Counsel. As of May 23, 2002, Ms. Vespoli owned 9,368.5595 shares of the Company's common stock. Ms. Vespoli is eligible to participate in the FirstEnergy Corp. Executive and Director Incentive Compensation Plan, pursuant to which 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. With respect to the unaudited financial information of FirstEnergy Corp. for the three-month period ended March 31, 2002 incorporated by reference in this Registration Statement, PricewaterhouseCoopers LLP reported that they have applied limited procedures in accordance with professional standards for a review of such information. However, their separate report dated May 15, 2002 incorporated by reference herein, states that they did not audit and they do not express an opinion on that unaudited financial information. Accordingly, the degree of reliance on their report on such information should be restricted in light of the limited nature of the review procedures applied. PricewaterhouseCoopers LLP is not subject to the liability provisions of Section 11 of the Securities Act of 1933 for their report on the unaudited financial information because that report is not a "report" or a "part" of the registration statement prepared or certified by PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11 of the Act. 2 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 28th day of May, 2002. FIRSTENERGY CORP. By: /s/Nancy C. Ashcom ----------------------- Nancy C. Ashcom Corporate Secretary (Duly Authorized Officer) 3 POWER OF ATTORNEY Each of the undersigned directors and officers of the Company, individually as such director and/or officer, hereby makes, constitutes and appoints H. Peter Burg and Nancy C. Ashcom, and each of them, singly or jointly, 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 Company 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, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/ H. Peter Burg Chairman of the Board, Chief Executive May 21, 2002 - ------------------------- Officer and Director H. Peter Burg /s/Anthony J. Alexander President, Chief Operating Officer and May 21, 2002 - ------------------------- Director Anthony J. Alexander /s/ Richard H. Marsh Senior Vice President and Chief May 21, 2002 - ------------------------- Financial Officer Richard H. Marsh /s/ Harvey L. Wagner Vice President and Controller May 21, 2002 - ------------------------- Harvey L. Wagner /s/ Carol A. Cartwright Director May 21, 2002 - ------------------------- Carol A. Cartwright /s/ William F. Conway Director May 21, 2002 - ------------------------- William F. Conway /s/ Robert B. Heisler, Jr. Director May 21, 2002 - ------------------------- Robert B. Heisler, Jr. /s/ Robert L. Loughhead Director May 21, 2002 - ------------------------- Robert L. Loughhead /s/ Russell W. Maier Director May 21, 2002 - ------------------------- Russell W. Maier /s/ John M. Pietruski Director May 21, 2002 - ------------------------- John M. Pietruski /s/ Robert N. Pokelwaldt Director May 21, 2002 - ------------------------- Robert N. Pokelwaldt /s/ Paul J. Powers Director May 21, 2002 - ------------------------- Paul J. Powers /s/ Catherine A. Rein Director May 21, 2002 - ------------------------- Catherine A. Rein 4 /s/ Robert C. Savage Director May 21, 2002 - ------------------------- Robert C. Savage /s/ George M. Smart Director May 21, 2002 - ------------------------- George M. Smart s/ Carlisle A. H. Trost Director May 21, 2002 - ------------------------- Carlisle A. H. Trost /s/ Jesse T. Williams, Sr. Director May 21, 2002 - ------------------------- Jesse T. Williams, Sr. /s/ Patricia K. Woolf Director May 21, 2002 - ------------------------- Patricia K. Woolf 5 EX-99 3 fe_s8-exindx.txt EXHIBIT INDEX 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 and Director Incentive Compensation Plan (physically filed and designated in the Company's Form 10-K for the year ended December 31, 2001 as Exhibit 10-15).* 5 Opinion of Leila L. Vespoli, Esq., Senior Vice President and General Counsel for the Company, as to the validity of the securities being registered. (x) 15 Letter of PricewaterhouseCoopers LLP to the Commission 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 (included on the signature page). - --------------- * Incorporated herein by reference. (x) Filed herewith. E-1 EX-99 4 fe_s8ex5-23a.txt EXHIBIT 5 AND 23(A) Exhibits 5 and 23(a) May 28, 2002 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 under the FirstEnergy Corp. Executive and Director Incentive Compensation Plan (the "Plan") Ladies and Gentlemen: I have acted as Senior 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 7,500,000 shares (the "Shares") of the Company's Common Stock, par value $0.10 per share, to be issued pursuant to the provisions of the Plan. 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. 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 Leila L. Vespoli, Esq. 2 EX-99 5 fe_s8-ex15.txt EXHIBIT 15 Exhibit 15 May 29, 2002 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Commissioners: We are aware that our report dated May 15, 2002 on our review of interim financial information of FirstEnergy Corp. (the "Company') as of and for the three months ended March 31, 2002 and included in the Company's quarterly report on Form 10-Q for the quarter then ended is incorporated by reference in the Company's Registration Statement on Form S-8 relating to the registration of an additional 7,500,000 shares of the Company's Common Stock to be issued pursuant to the Company's Executive and Director Incentive Compensation Plan. Very truly yours, /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Cleveland, OH EX-99 6 fe_s8-ex23b.txt EXHIBIT 23(B) 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 March 18, 2002, included or incorporated by reference in FirstEnergy Corp.'s Form 10-K for the year ended December 31, 2001, and to all references to our Firm included in this registration statement. Arthur Andersen LLP /s/Arthur Andersen LLP Cleveland, Ohio, May 28, 2002. -----END PRIVACY-ENHANCED MESSAGE-----