-----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, VrzxvVnBxUipAqgK8S22VATkm4Y2gGnhLPk+zJJyizfbdDQ8pvwkC0GfEi/ByLxh pW/KpYT1TvRkGbE1zPRjSw== 0001031296-03-000273.txt : 20031121 0001031296-03-000273.hdr.sgml : 20031121 20031121150251 ACCESSION NUMBER: 0001031296-03-000273 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20031121 EFFECTIVENESS DATE: 20031121 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 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-72764 FILM NUMBER: 031017908 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 POS 1 amend.txt As filed with the Securities and Exchange Commission on November 21, 2003 Registration No. 333-72764 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO 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.) corporation or Organization) 76 South Main Street Akron, Ohio 44308 (Address of Principal Executive Offices, Including Zip Code) -------------------------------------- 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 and UWUA Local 180 GPU Companies Employee Savings Plan for Employees Represented by IBEW Local 777 (Full Title of the Plan) -------------------------------------- David W. Whitehead 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) 384-4400 Cleveland, Ohio 44114 (216) 622-8200 (Name, Address and Telephone Number, Including Area Code, of Agent for Service) -------------------------------------- Explanatory Statement In Connection With the Filing of a Related Registration Statement on Form S-8 Filed Pursuant to Instruction E of Form S-8 Contemporaneously with the filing of this Post-Effective Amendment No. 1 to its Registration Statement on Form S-8 (File No. 333-72764) (this "Registration Statement"), FirstEnergy Corp., an Ohio corporation (the "Company"), is filing with the Securities and Exchange Commission (the "Commission") a new Registration Statement on Form S-8. The new Registration Statement (the "New Registration Statement") relates to the registration, among other offers and sales of shares of the Company's common stock, par value $0.10 per share, of the offer and sale of 133,867 shares of common stock (the "Carryover Shares") pursuant to the FirstEnergy Corp. Savings Plan (the "Savings Plan"). The Savings Plan is sponsored by the Company. The Company had originally registered the Carryover Shares pursuant to this Registration Statement in anticipation of offering interests in the Company's common stock to participants in the GPU Companies Employee Savings Plan for Nonbargaining Employees, the GPU Companies Employee Savings Plan for Employees Represented by IBEW System Council U-3, the GPU Companies Employee Savings Plan for Employees Represented by IBEW Local 459 and UWUA Local 180 and the GPU Companies Employee Savings Plan for Employees Represented by IBEW Local 777 (collectively, the "GPU Plans"). Under the terms of the Agreement and Plan of Merger, dated as of August 8, 2000, between the Company and GPU, Inc., a Pennsylvania corporation ("GPU"), GPU was merged into the Company (the "Merger"). As a result of the Merger, interests in the Company's common stock were offered to participants under the terms of the GPU Plans upon and after the Merger. Following the filing of this Amendment No. 1, the Carryover Shares are no longer available for new offers or sales under the GPU Plans. On January 7, 2003, the GPU Plans were merged into the Savings Plan and, as a result, the Savings Plan is the successor to the GPU Plans. The Company desires to have the Carryover Shares be included among the shares of common stock for which offers and sales under the Savings Plan are registered under the New Registration Statement. Consequently, in accordance with the principles set forth in Interpretation 89 under Section G, "Securities Act Forms" of the Manual of Publicly Available Telephone Interpretations of the Division of Corporation Finance of the Commission (July 1997 as supplemented) and Instruction E to Form S-8, (1) the Company is registering the offer and sale of the Carryover Shares pursuant to the Savings Plan by means of the New Registration Statement, (2) the registration fee of $1,130 allocable to the Carryover Shares, which the Company paid to the Commission in connection with the original filing of this Registration Statement, is carried over to the New Registration Statement, and (3) this Registration Statement is being amended on a post-effective basis to describe the change from the GPU Plans to the Savings Plan, and accordingly, no shares remain registered hereunder which have not been sold. 2 SIGNATURES The Registrant. 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 Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Akron, State of Ohio, on this 21st day of November, 2003. FIRSTENERGY CORP. By:/s/ David W. Whitehead -------------------------------------------- David W. Whitehead Corporate Secretary (Duly Authorized Officer) 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 David W. Whitehead, 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, any and all post-effective amendments to this Registration Statement, which post-effective 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 Post-Effective Amendment No. 1 to the 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 and Chief H. Peter Burg Executive Officer (Principal Executive November 19, 2003 Officer) /s/Anthony J. Alexander - ----------------------------- President, Chief Operating Officer and Anthony J. Alexander Director November 19, 2003 /s/Richard H. Marsh - ----------------------------- Senior Vice President and Chief Richard H. Marsh Financial Officer (Principal Financial November 19, 2003 Officer) /s/Harvey L. Wagner - ----------------------------- Vice President, Controller and Chief Harvey L. Wagner Accounting Officer (Principal Accounting Officer) November 19, 2003 3 Signature Title Date --------- ----- ---- /s/Paul T. Addison - ----------------------------- November 19, 2003 Paul T. Addison Director /s/Carol A. Cartwright - ----------------------------- November 19, 2003 Carol A. Cartwright Director /s/William T. Cottle - ----------------------------- November 19, 2003 William T. Cottle Director /s/Robert B. Heisler, Jr. - ----------------------------- November 19, 2003 Robert B. Heisler, Jr. Director /s/Robert L. Loughhead - ----------------------------- November 19, 2003 Robert L. Loughhead Director /s/Russell W. Maier - ----------------------------- November 19, 2003 Russell W. Maier Director /s/John M. Pietruski - ----------------------------- November 19, 2003 John M. Pietruski Director /s/Robert N. Pokelwaldt - ----------------------------- November 19, 2003 Robert N. Pokelwaldt Director /s/Paul J. Powers - ----------------------------- November 19, 2003 Paul J. Powers Director /s/Catherine A. Rein - ----------------------------- November 19, 2003 Catherine A. Rein Director /s/Robert C. Savage - ----------------------------- November 19, 2003 Robert C. Savage Director /s/George M. Smart - ----------------------------- November 19, 2003 George M. Smart Director /s/Jesse T. Williams, Sr. - ----------------------------- November 19, 2003 Jesse T. Williams, Sr. Director /s/Dr. Patricia K. Woolf - ----------------------------- November 19, 2003 Dr. Patricia K. Woolf Director
4 The Plans. Pursuant to the requirements of the Securities Act of 1933, as amended, the trustees (or other persons who administer the employee benefit plans) have duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Morristown, State of New Jersey, on this 19th day of November, 2003. GPU COMPANIES EMPLOYEE SAVINGS PLAN FOR NONBARGAINING EMPLOYEES By: /s/Carole B. Snyder ------------------------------- Carole B. Snyder Chairperson Administrative Committee GPU COMPANIES EMPLOYEE SAVINGS PLAN FOR EMPLOYEES REPRESENTED BY IBEW SYSTEM COUNCIL U-3 By: /s/Carole B. Snyder ------------------------------- Carole B. Snyder Chairperson Administrative Committee GPU COMPANIES EMPLOYEE SAVINGS PLAN FOR EMPLOYEES REPRESENTED BY IBEW LOCAL 459 AND UWUA LOCAL 180 By: /s/Carole B. Snyder ------------------------------- Carole B. Snyder Chairperson Administrative Committee GPU COMPANIES EMPLOYEE SAVINGS PLAN FOR EMPLOYEES REPRESENTED BY IBEW LOCAL 777 By: /s/Carole B. Snyder ------------------------------- Carole B. Snyder Chairperson Administrative Committee 5 -----END PRIVACY-ENHANCED MESSAGE-----