-----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, EVNVXaL3x/DmQRUZxqmmGdxmw2OVU1HPUMPuoe+rHOaVYhmSmWv0FIVYpYkjiiRe bTYBhkQb+xqaZyDlIjyWwA== 0001031296-98-000008.txt : 19980326 0001031296-98-000008.hdr.sgml : 19980326 ACCESSION NUMBER: 0001031296-98-000008 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980325 SROS: CSX SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRSTENERGY CORP CENTRAL INDEX KEY: 0001031296 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 341843785 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-48587 FILM NUMBER: 98572442 BUSINESS ADDRESS: STREET 1: 76 SOUTH MAIN ST CITY: AKRON STATE: OH ZIP: 44308-1890 BUSINESS PHONE: 8007363402 MAIL ADDRESS: STREET 1: 76 SOUTH MAIN ST CITY: AKRON STATE: OH ZIP: 44308-1890 S-3 1 File No. 33- As filed with the Securities and Exchange Commission on March 25, 1998 - ----------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FirstEnergy Corp. (Exact name of registrant as specified in charter) OHIO 34-1843785 State or other jurisdiction (I.R.S. employer of incorporation or organization) identification number) 76 South Main Street, Akron, Ohio 44308 (330) 384-5100 (Address, including, zip code, and telephone number, including area code, of registrant's principal executive offices) Nancy C. Ashcom Corporate Secretary FirstEnergy Corp. 76 South Main Street, Akron, Ohio 44308 Tel. No. (330) 384-5504 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: John H. Byington, Esq. Winthrop, Stimson, Putnam & Roberts One Battery Park Plaza New York, New York 10004 Tel. No. (212) 858-1102 ----------------------------------------- Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ? If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. (x) If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ? - --------------- If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ? If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. ?
CALCULATION OF REGISTRATION FEE - --------------------------------------------------------------------------------------------------- Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of to be Registered Registered Aggregate Price Per Aggregate Offering Price Registration Fee Unit - ------------------ ------------- ------------------- ------------------------ ---------------- Common Stock* 7,000,000 shares** $30.40625*** $212,843,750*** $62,789 * Includes rights to purchase shares of Common Stock under the Company's Rights Agreement. ** This Registration Statement shall be deemed to cover additional securities to be issued in connection with or as a result of stock splits, stock dividends or similar transactions. *** Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457. Based on the average of the reported high and low sales prices of shares of Common Stock reported on the New York Stock Exchange on March 18, 1998.
The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. - 1 - PROSPECTUS 7,000,000 Shares FirstEnergy Corp. COMMON STOCK --------------------- This Prospectus, with the prior consent of the Company, may be used by persons ("Selling Shareholders") who will have received the Common Stock (par value $.10 per share) (the "Common Stock") covered by this Prospectus in connection with certain acquisitions by FirstEnergy Corp. (the "Company") and who may wish to sell such stock in circumstances requiring or making desirable its use. The Company will have issued its Common Stock to the Selling Shareholders in connection with acquisitions by the Company of various businesses, properties or interests therein and in exchange for shares of capital stock, other securities, partnership interests or other assets representing an interest, direct or indirect, in other companies, or in exchange for assets used in or related to the business of such entities. Each such issuance of Common Stock by the Company to Selling Shareholders will be made pursuant to an appropriate exemption from the registration requirements of the Securities Act of 1933 (the "1933 Act"). Selling Shareholders may sell the shares of Common Stock covered by this Prospectus privately in negotiated transactions or publicly in one or more transactions, as described more fully herein. See "Plan of Distribution". Selling Shareholders and broker-dealers that participate with Selling Shareholders in such sales of Common Stock, and any brokers or finders who receive Common Stock as fees, may be deemed to be "underwriters" within the meaning of Section 2(11) of the 1933 Act, and any commissions or fees received by them and any profit on the resale of shares of Common Stock may be deemed to be underwriting compensation. The Company will not receive any of the proceeds of the sale of shares of Common Stock by any such person. The Company may agree to indemnify the Selling Shareholders and/or broker-dealers against certain civil liabilities, including liabilities under the 1933 Act, and to reimburse them for certain expenses in connection with the sale of Common Stock. The Common Stock is, and the shares of Common Stock to be offered pursuant to this Prospectus will upon notice of issuance be, listed under the symbol "FE" on the New York Stock Exchange ("NYSE"). The last reported sale price on the NYSE on March 23, 1998 was $30.75 per share. ---------------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ------------------ The date of this Prospectus is ____________ 1998 - 2 - AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934 (the "1934 Act") and in accordance therewith files reports, proxy and information statements and other information with the Securities and Exchange Commission (the "SEC"). Such reports, proxy and information statements and other information can be inspected and copied at the public reference facilities maintained by the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, and at its regional offices at Citicorp Center, Suite 1400, 500 West Madison Street, Chicago, Illinois 60661 and Suite 1300, 7 World Trade Center, New York, New York 10048. Copies of such material can also be obtained from the Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D. C. 20549, at prescribed rates. The SEC also maintains a web site (http://www.sec.gov.) that contains reports, proxy and information statements and other information regarding the Company. Certain securities of the Company are listed on the New York Stock Exchange, 20 Broad Street, New York, New York 10005, and reports, proxy material and other information concerning the Company may be inspected at the office of that Exchange. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed by Ohio Edison Company, Centerior Energy Corporation and the Company with the SEC pursuant to the 1934 Act are incorporated into this Prospectus by reference: 1. Annual Report on Form 10-K for the year ended December 31, 1996 of: (a) Ohio Edison Company and (b) Centerior Energy Corporation 2. Quarterly Reports on Form 10-Q for the quarters ended March 31, 1997, June 30, 1997 and September 30, 1997 of: (a) Ohio Edison Company and (b) Centerior Energy Corporation 3. Current Report on Form 8-K of the Company dated November 10, 1997, amendment to such Form 8-K on Form 8-K/A dated January 22, 1998, and Current Report on Form 8-K of the Company dated December 1, 1997. 4. Current Reports on Form 8-K of Ohio Edison Company dated January 28, 1997, April 1, 1997, November 12, 1997 and March 23, 1998. 5. Current Reports on Form 8-K of Centerior Energy Corporation dated January 28, 1997, February 6, 1997, June 18, 1997, July 30, 1997, and September 19, 1997. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act prior to the termination of the offering of the Common Stock shall be deemed to be incorporated by reference in this Prospectus and to be a part hereof from the date of filing of such documents. Such - 3 - documents and the documents enumerated above are hereinafter referred to as "Incorporated Documents"; provided, however, that the documents enumerated above or subsequently filed by the Company pursuant to Sections 13, 14 or 15 of the 1934 Act in each year during which this offering is in effect prior to the filing with the SEC of the Company's Annual Report on Form 10-K covering such year shall not be Incorporated Documents or be incorporated by reference in this Prospectus or be a part hereof from and after such filing of such Annual Report on Form 10-K. Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Prospectus 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 Prospectus. The Company hereby undertakes to provide, without charge, to each person, including any beneficial owner, to whom a copy of this Prospectus is delivered, upon written or oral request of such person, a copy of any or all of the documents referred to above which have been or may be incorporated by reference in this Prospectus, other than exhibits to such documents not specifically incorporated by reference herein. Requests for such copies should be directed to Investor Services, FirstEnergy Corp., 76 South Main Street, Akron, Ohio 44308 (telephone 800- 736-3402). FirstEnergy Corp. FirstEnergy Corp. was formed in September 1996. As a result of the 1997 merger of Ohio Edison Company and Centerior Energy Corporation, the Company became the parent of four utility operating companies - Ohio Edison Company, its subsidiary, Pennsylvania Power Company, The Cleveland Electric Illuminating Company and The Toledo Edison Company. Combining the resources of these subsidiaries, the Company is the nation's twelfth largest investor-owned electric system. The system serves 2.2 million customers within 13,200 square miles of northern and central Ohio and western Pennsylvania, generates approximately $5 billion in annual revenues and owns more than $18 billion in assets, including ownership in 18 power plants. The Company's principal executive offices are located at 76 South Main Street, Akron Ohio 44308. DESCRIPTION OF FIRSTENERGY CAPITAL STOCK The authorized capital stock of the Company consists of 300,000,000 shares of Common Stock and 5,000,000 shares of preferred stock, par value $100 per share. Certain provisions of the Company's Amended Articles of Incorporation (the "Articles") and Amended Code of Regulations (the "Regulations") are summarized or referred to below. The following description of the Company's capital stock does not purport to be complete and is qualified in its entirety by reference to the Articles and Regulations, as well as applicable statutory or other law. - 4 - FirstEnergy Common Stock Voting Rights. The holders of Common Stock will be entitled to one vote on each matter submitted to a vote at a meeting of shareholders for each share of Common Stock held of record by such holder as of the record date for such meeting. Under the Articles, the voting rights, if any, of the Company's preferred stock may differ form the voting rights of the Company's Common Stock. The holders of Common Stock are not entitled to cumulate their votes for the election of directors. The Company's Articles provide that the Board of Directors be divided into three classes with the term of office of the respective classes to expire in successive years. In order to amend or repeal, or adopt any provision inconsistent with, the provisions of the Articles dealing with (a) the right of the Board of Directors to establish the terms of unissued shares or to authorize the acquisition by the Company of its outstanding shares; (b) the absence of cumulative voting and preemptive rights; or (c) the requirement that 80% of the voting power of the Company's outstanding shares must approve the foregoing, 80% of the voting power of the Company's outstanding shares must approve. In addition, the approval of 80% of the voting power of the Company's outstanding shares must be obtained to amend or repeal the provisions of the Regulations dealing with (a) the time and place of shareholders' meetings, the manner in which special meetings of shareholders are called or the way business is conducted at such meetings; (b) the number, election and terms of directors, the manner of filling vacancies on the Board of Directors, the removal of directors or manner in which directors are nominated; or (c) the indemnification of officers or directors. Amendment of the provision of the Regulations that requires the approval of 80% of the voting power of the Company's outstanding shares in the instances enumerated above requires the same level of approval. Adoption of a plan of merger, consolidation or reorganization, as well as adoption of certain amendments to the Articles (other than those requiring 80% approval as specified above), authorization of a sale or other disposition of all or substantially all of the assets of the Company not made in the usual and regular course of its business or adoption of a resolution of dissolution of the Company, and any other matter which would otherwise require a two-thirds approving vote, require authorization by the holders of two-thirds of the voting power of the outstanding shares of Common Stock, unless the Board of Directors provides otherwise by resolution, in which case such authorization shall be by a majority of the voting power of the Company and the approval of a majority of the voting power of any shares entitled to vote as a class, to the extent not inconsistent with the Articles or the Regulations. Dividends. Subject to prior rights and preferences of any issued and outstanding shares of the Company's preferred stock, the holders of Common Stock will be entitled to receive dividends when, as and if declared by the Board of Directors out of funds of the Company legally available therefor. The Company's ability to pay dividends depends primarily upon the ability of its subsidiaries to pay dividends or otherwise transfer funds to it. The articles of incorporation, certain mortgages and other agreements, as supplemented, of Ohio Edison Company, Pennsylvania Power Company, The Cleveland Electric Illuminating Company and The Toledo Edison Company, the Company's direct and indirect electric utility subsidiaries, contain provisions which, under certain conditions, restrict the ability of these subsidiaries to transfer funds to the Company in the form of cash dividends. There can be no assurance that funds will be legally available to - 6 - pay dividends at any given time or that, if funds are available, the Board of Directors will declare a dividend. Liquidation Rights. In the event of a liquidation, dissolution or winding up of the affairs of the Company, the holders of Common Stock will be entitled to share ratably, after the prior rights of the holders of any issued and outstanding shares of the Company's preferred stock have been satisfied, in any assets remaining after payment in full of all liabilities of the Company. No Preemptive, Redemption or Conversion Rights. The holders of Common Stock will have no preemptive rights to acquire or subscribe to any shares, or securities convertible into shares, of Common Stock. The holders of Common Stock will have no redemption or conversion rights. Listing. The outstanding Common Stock of the Company is traded on the New York Stock Exchange. Transfer Agent and Registrar. The Transfer Agent and Registrar for the Common Stock is FirstEnergy Securities Transfer Company, a wholly owned subsidiary of the Company. FirstEnergy Preferred Stock Pursuant to Article IV of the Articles, the Board of Directors has the authority to issue preferred stock from time to time in one or more classes or series. Pursuant to Article V of the Articles, the Board of Directors is authorized to adopt amendments to the Articles to fix or change the express terms of any unissued or treasury shares of any class, including preferred stock. STOCK INVESTMENT PLAN The Company has adopted a Stock Investment Plan (the "Plan") which provides a way for shareholders and employees of the Company and its subsidiaries, as well as others, to purchase shares of the Company's Common Stock. The following summary of the Plan does not purport to be complete and is qualified in its entirety by reference to the Plan. Participants in the Plan may: (a) Reinvest all or a portion of cash dividends paid on shares of the Company or its subsidiaries registered in their names, as well as any Common Stock credited to their Plan accounts, to purchase shares of Common Stock. (b) Make an initial investment in Common Stock with a cash payment of at least $250 or, if already a shareholder or employee of the Company or its subsidiaries, make an investment in Common Stock with optional cash investments at any time of at least $25 per payment. Cash investments are limited to a maximum of $100,000 per calendar year. (c) Receive certificates for whole shares of Common Stock credited to their Plan accounts upon request. - 6 - (d) Deposit certificates representing Common Stock into the Plan for safekeeping. (e) Sell shares of Common Stock credited to their Plan accounts through the Plan. Cash dividends and cash investments under the Plan will be used to purchase shares of Common Stock which, at the option of the Company, will be either newly issued shares or will be purchased on behalf of Plan participants in the open market by an Independent Agent appointed by the Company. The price of shares purchased in the open market under the Plan will be the weighted average price paid by the Independent Agent for the shares over the purchase period. The price of newly issued shares acquired under the Plan will be the average of the high and low prices of the Common Stock as reported in The Wall Street Journal's report of New York Stock Exchange Composite Transactions for the investment date. In both cases, the purchase price will include a transaction fee which is not expected to exceed $.09 per share. Fees payable by a Plan participant will be added to the purchase price for shares purchased, and deducted from the selling price for shares sold, under the Plan. RIGHTS PLAN On November 18, 1997 the Company authorized assignment of one share purchase right (a "Right") for each outstanding share of Common Stock (the "Shares") of the Company. Each Right entitles the registered holder to purchase from the Company one Share at a price of $70 per Share (the "Purchase Price"), when the Rights become exercisable. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and The Bank of New York, as rights agent (the "Rights Agent"). This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement. Rights Initially not Separable from Common Stock The Rights will be evidenced by the Shares certificates until the earlier of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired, or obtained the right to acquire, beneficial ownership of 15% or more of the outstanding Shares (the date of such public announcement being called the "Share Acquisition Date") or (ii) 10 days following the commencement or announcement of an intention to make a tender offer or exchange offer by a person other than the Company if, upon consummation of the offer, such person, together with persons affiliated or associated with it, would be the beneficial owner of 25% or more of the outstanding Shares (the earlier of such days being called the "Distribution Date"). The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Shares. Until the Distribution Date (or earlier redemption, termination or expiration of the Rights), new Share certificates issued upon transfer or new issuance of Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption, termination or expiration of the Rights), the surrender for transfer of any certificates for Shares will also constitute the transfer of the Rights associated with the Shares represented by such certificate. - 7 - Separation of Rights from Common Stock As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will thereafter evidence the Rights. Exercise of Rights The Rights are not exercisable until the Distribution Date. The Rights will expire November 28, 2007 unless such date is extended or unless the Rights are earlier redeemed by the Company or exchanged for Shares, in each case as described below. The Purchase Price payable, and the number of Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Shares, (ii) upon the grant to holders of the Shares of certain rights or warrants to subscribe for or purchase Shares at a price, or securities convertible into Shares with a conversion price, less than the then current market price of the Shares or (iii) upon the distribution to holders of the Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Shares) or of subscription rights or warrants (other than those referred to above). In the event that (i) the Company merges with or is involved in another business combination transaction with an Acquiring Person, (ii) 50% or more of its consolidated assets or earning power are sold to an Acquiring Person, (iii) an Acquiring Person acquires 25% or more of the Shares, or (iv) an Acquiring Person engages in one or more self-dealing transactions with the Company, then, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price of the Right, that number of shares of Common Stock of the Company or of the acquiring company, as the case may be, which at the time of such transaction will have a value double the amount of the Purchase Price. Any Rights that are or were beneficially owned at any time on or after the Distribution Date by an Acquiring Person shall become null and void upon the occurrence of any event described in the preceding paragraph and no holder of such Rights shall have any right with respect to such Rights from and after the occurrence of any such event. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Shares will be issued and in lieu thereof, an adjustment in cash will be made based on the market price of the Shares on the last trading day prior to the date of exercise. - 8 - Redemption of Rights At any time prior to the 10th day following the Share Acquisition Date (unless extended by the Company), the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (the "Redemption Price"). In that connection, the amount payable to any holder of the Rights will be rounded up to the nearest $.01. Payments of less than $1.00 will be sent to holders of the Rights only if the particular holder entitled to the payment specifically requests that the payment be sent. Immediately upon the action of the Company ordering redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. Exchange of Rights After the Distribution Date and prior to the time an Acquiring Person has acquired 50% or more of the then outstanding Shares, the Company may require that some or all of the Rights be exchanged on a one for one basis (subject to adjustment for stock splits, stock dividends and other similar transactions) for Shares. To the extent that Rights are required to be exchanged for Shares, the right to exercise those Rights will terminate and the only right of the holder thereof will be to exchange those Rights for Shares. Amendments The terms of the Rights may be amended by the Company without the consent of the holders of the Rights, including an amendment to extend the period during which the rights may be redeemed, except that after the Distribution Date no such amendment may otherwise adversely affect the interests of the holders of the Rights. In the event an Acquiring Person, after triggering the redemption option of the Company, reduces its shareholdings to less than 15% then the redemption rights are reinstated. No Rights as a Shareholder Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. Effect of Rights The Rights will not prevent a takeover of the Company. The Rights, however, may cause substantial dilution to a person or group that acquires 15% or more of the Common Stock unless the Rights are first redeemed by the Board of Directors of the Company. Nevertheless, the Rights should not interfere with a transaction that is in the best interests of the Company and its shareholders because the Rights can be redeemed as herein described before the consummation of such transaction. USE OF PROCEEDS This Prospectus relates to shares of Common Stock which may be sold by Selling Shareholders from time to time, who will have received such Common Stock from the Company in connection with - 9 - the acquisitions of businesses, assets, properties or interests therein. There will be no proceeds to the Company from any sales of shares by Selling Shareholders. PLAN OF DISTRIBUTION The shares of Common Stock covered by this Prospectus may be sold from time to time, with the prior written consent of the Company, by the Selling Shareholders who will have received from the Company such shares of Common Stock in connection with certain future acquisitions by the Company and who may wish to sell such shares under circumstances requiring or making desirable its use. The Company will have issued Common Stock to the Selling Shareholders from whom it has acquired, directly or indirectly, various businesses, properties or interests therein and in exchange for shares of capital stock, other securities, partnership interests or other assets representing an interest, direct or indirect, in other companies, or in exchange for assets used in or related to the business of such entities. In general, the terms of such acquisitions will have been determined by negotiations with the representatives of the businesses or properties acquired. Any such shares of Common Stock issued by the Company will have been issued either at or higher or lower than prevailing market prices for the Common Stock (either at the time of agreement of the terms of the acquisition or at or about the time of the closing of the acquisition and the issuance of the shares). Each such issuance of Common Stock by the Company to Selling Shareholders will be made pursuant to an appropriate exemption from the registration requirements of the 1933 Act. The Company's consent to use of this Prospectus may be conditioned upon such terms and conditions as the Company, in its sole discretion, may determine, including, without limitation, such Selling Shareholder's agreeing not to offer more than a specified number of shares during a particular period of time or agreeing that any such offering be effected in an organized manner through registered securities dealers. The names of the Selling Shareholders, the nature of any relationship any particular Selling Shareholder has with the Company and the number of shares owned by and to be offered by a Selling Shareholder pursuant to this Prospectus will be set forth in a supplement to this Prospectus. Such sales of shares of Common Stock by the Selling Shareholders using this Prospectus may be made from time to time privately at negotiated prices or publicly in one or more transactions (which may involve crosses or block transactions) on the NYSE or otherwise, in special offerings, sales pursuant to Rule 144 under the 1933 Act, exchange distributions or secondary distributions pursuant to and in accordance with the rules of the NYSE, in the over-the-counter market, or a combination of such methods of sale, at prices at or reasonably related to market prices at the time of sale or at negotiated prices. The Selling Shareholders may effect such transactions by selling shares to or through broker-dealers, which may act as agent or as principal and, when acting as agent, may receive commissions from the purchasers as well as from the sellers (if also acting as agent for the purchasers). Selling Shareholders and brokers or dealers selling shares of Common Stock for Selling Shareholders or purchasing such shares for purposes of resale may be deemed to be an underwriter under the 1933 Act, and any compensation received by any such broker or dealer may be deemed underwriting - 10 - compensation (which compensation may be in excess of customary commissions). The Company will not receive any of the proceeds of the sale of shares of Common Stock by any such person. The Company may agree to indemnify the Selling Shareholders and/or broker-dealers against certain civil liabilities, including liabilities under the 1933 Act, and to reimburse them for certain expenses in connection with the sale of Common Stock. This Prospectus shall be deemed to cover additional securities to be issued in connection with or as a result of stock splits, stock dividends or similar transactions. LEGAL OPINIONS The validity of the Common Stock will be passed upon by David L. Feltner, Associate General Counsel for the Company. As of March 23, 1998, Mr. Feltner owned 2,916 shares of the Common Stock of the Company. EXPERTS The consolidated financial statements and related financial statement schedules, incorporated by reference in this Prospectus from the Annual Reports on Form 10-K for the year ended December 31, 1996 of Ohio Edison Company and for the year ended December 31, 1996 of Centerior Energy Corporation have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their reports with respect thereto. The consolidated financial statements of Ohio Edison Company for the year ended December 31, 1997, included in Ohio Edison Company's Form 8-K dated March 23, 1998, and incorporated by reference in this Prospectus, have also been audited by Arthur Andersen LLP, as indicated in their report dated February 13, 1998 with respect thereto. The above mentioned reports are incorporated by reference herein in reliance upon the authority of said firm as experts in accounting and auditing in giving said reports. With respect to the unaudited interim consolidated financial information of Ohio Edison Company for the quarters ended March 31, 1997 and 1996, June 30, 1997 and 1996, and September 30, 1997 and 1996, incorporated by reference herein, Arthur Andersen LLP has applied limited procedures in accordance with professional standards for reviews of that information. However, their separate reports thereon state that they did not audit and they do not express an opinion on that interim consolidated financial information. Accordingly, the degree of reliance on their reports on that information should be restricted in light of the limited nature of the review procedures applied. In addition, the accountants are not subject to the liability provisions of Section 11 of the 1933 Act for their reports on the unaudited interim consolidated financial information because that report is not a "report" or "part" of the registration statement prepared or certified by the accountants within the meaning of Sections 7 and 11 of the 1933 Act. No dealer, salesman or other person has been authorized to give any information or to make any representation, other than those contained in this Prospectus, in connection with the offer made by this Prospectus, and, if given or made, such information or representations must not be relied upon as having been authorized by the Company. Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date hereof or thereof. This Prospectus does not constitute an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation. ------------------------ TABLE OF CONTENTS Page ---- AVAILABLE INFORMATION 9 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 9 FIRSTENERGY CORP.. 3 DESCRIPTION OF FIRSTENERGY CAPITAL STOCK 3 STOCK INVESTMENT PLAN 5 RIGHTS PLAN 6 USE OF PROCEEDS 16 PLAN OF DISTRIBUTION 16 LEGAL OPINIONS 17 EXPERTS 17 ------------------------- 7,000,000 Shares FirstEnergy Corp. Common Stock ---------------- PROSPECTUS ---------------- ________________, 1998 - ------------------------------------------------------- - 11 - PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. ------------------------------------------- Description Amount(1) ----------- --------- Securities and Exchange Commission filing fee $62,789 Printing and engraving 5,000 Legal services 7,500 Accounting services 2,500 Transfer Agent and Registrar fees 1,000 New York Stock Exchange listing fee 26,000 Miscellaneous 5,211 --------- Total(1) $110,000 - ------------------ (1) All fees are estimated except for the Securities and Exchange Commission filing fee. No portion of any of the above fees will be borne by Selling Shareholders. Item 15. Indemnification of Directors and Officers. ----------------------------------------- Section 1701.13(E) of Title 17 of Page's Ohio Revised Code Annotated gives a corporation incorporated under the laws of Ohio power to indemnify any person who is or has been a director, officer or employee of that corporation, or of another corporation at the request of that corporation, against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action, suit or proceeding, criminal or civil, to which he is or may be made a party because of being or having been such director, officer or employee, provided that in connection therewith, such person is determined to have acted in good faith in what he reasonably believed to be in or not opposed to the best interest of the corporation of which he is a director, officer or employee, and without reasonable cause, in the case of a criminal matter, to believe that his conduct was unlawful. The determination as to the conditions precedent to the permitted indemnification of such person is made by the directors of the indemnifying corporation acting at a meeting at which, for the purpose, any director who is a party to or threatened with any such action, suit or proceeding may not be counted in determining the existence of a quorum and may not vote. If, because of the foregoing limitations, the directors are unable to act in this regard, such determination may be made by the majority vote of the corporation's voting shareholders (or without a meeting upon two-thirds written consent of such shareholders), by judicial proceeding or by written opinion of legal counsel not retained by the corporation or any person to be indemnified during the five years preceding the date of determination. Regulation 31 of the Company's Code of Regulations provides as follows: - 12 - "The Company shall indemnify, to the full extent then permitted by law, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a member of the Board of Directors or an officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, trustee, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The Company shall pay, to the full extent then required by law, expenses, including attorney's fees, incurred by a member of the Board of Directors in defending any such action, suit or proceeding as they are incurred, in advance of the final disposition thereof, and may pay, in the same manner and to the full extent then permitted by law, such expenses incurred by any other person. The indemnification and payment of expenses provided hereby shall not be exclusive of, and shall be in addition to, any other rights granted to those seeking indemnification under any law, the Articles of Incorporation, any agreement, vote of shareholders or disinterested members of the Board of Directors, or otherwise, both as to action in official capacities and as to action in another capacity while he or she is a member of the Board of Directors, or an officer, employee or agent of the Company, and shall continue as to a person who has ceased to be a member of the Board of Directors, trustee, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person." Section 1701.13(E) of Title 17 of Page's Ohio Revised Code Annotated provides that the indemnification thereby permitted shall not be exclusive of any other rights that directors, officers or employees may have, including rights under insurance purchased by the corporation. Regulation 32 of the Company's Code of Regulations provides as follows: "The Company may, to the full extent then permitted by law and authorized by the Board of Directors, purchase and maintain insurance or furnish similar protection, including but not limited to trust funds, letters of credit or self- insurance, on behalf of or for any persons described in Regulation 31 against any liability asserted against and incurred by any such person in any such capacity, or arising out of his status as such, whether or not the Company would have the power to indemnify such person against such liability. Insurance may be purchased from or maintained with a person in which the Company has a financial interest." Item 16. Exhibits. -------- An Exhibit Index, containing a list of all exhibits to this registration statement, commences on page II-7. Item 17. Undertakings. ------------ The undersigned registrant hereby undertake: - 13 - (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the "1933 Act"); (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that clauses (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those clauses is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the 1933 Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post- effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for purposes of determining any liability under the 1933 Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. - 14 - Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue. - 15 - SIGNATURES Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3, and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland and State of Ohio on the 17th day of March, 1998. FirstEnergy Corp. By /s/ Willard R. Holland ----------------------------------- Willard R. Holland Chairman and Chief Executive Officer - 16 - Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date ---------- ----- ---- /s/Willard R. Holland Chairman of the Board March 17,1998 - --------------------- and Chief Executive (Willard R. Holland) Officer /s/H. Peter Burg President, Chief March 17, 1998 - --------------------- Financial Officer and (H. Peter Burg) Director /s/Harvey L. Wagner Controller March 18, 1998 - --------------------- Harvey L. Wagner - --------------------- Director March 17, 1998 (Robert M. Carter) /s/Dr. Carol A. Cartwright Director March 17, 1998 - -------------------------- (Dr. Carol A. Cartwright) /s/William F. Conway Director March 17, 1998 - -------------------- (William F. Conway) /s/Robert L. Loughhead Director March 17, 1998 - ---------------------- (Robert L. Loughhead /s/Russell W. Maier Director March 17, 1998 - ------------------- (Russell W. Maier) /s/Glenn H. Meadows Director March 17, 1998 - ------------------- (Glenn H. Meadows) /s/Paul J. Powers Director March 17, 1998 - ------------------ (Paul J. Powers) /s/Charles W. Rainger Director March 17, 1998 - --------------------- (Charles W. Rainger) /s/Robert C. Savage Director March 17, 1998 - ------------------- (Robert C. Savage) /s/George M. Smart Director March 17, 1998 - ------------------ (George M. Smart) /s/Jesse T. Williams, Sr. Director March 17, 1998 - ------------------------ (Jesse T. Williams, Sr.) - 17 - EXHIBIT INDEX Exhibit No. Description - --------- ----------- 4(a)* Amended Articles of Incorporation of FirstEnergy Corp. (physically filed and designated in Registration Statement No. 333-21011 as Exhibit (3)-1). 4(b)* Amended Code of Regulations of FirstEnergy Corp. (physically filed and designated in Registration Statement No. 333-21011 as Exhibit (3)-2). 4(c)* Form of Common Stock Certificate (physically filed and designated in Registration Statement No. 333-40063 as Exhibit 4(c). 4(d)* FirstEnergy Corp. Stock Investment Plan (physically filed and set forth in full in the Prospectus contained in Registration Statement No. 333-40063). 4(e)* 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 Current Report of Form 8-K dated November 18, 1997 as Exhibit 4.1). 5 Opinion of David L. Feltner, Esq., Associate General Counsel for the Company, as to the securities being registered. 15 Letter regarding unaudited interim financial information. 23(a) Consent of Arthur Anderson LLP. 23(b) Consent of David L. Feltner, Esq. (contained in Exhibit No. 5). - ------------------- * Incorporated by reference as noted therein. - 18 - EX-5 2 Exhibit 5 March 24, 1998 FirstEnergy Corp. 76 South Main Street Akron, Ohio 44308 Dear Sirs: With respect to the Registration Statement on Form S-3 (the "Registration Statement") of FirstEnergy Corp. (the "Company") relating to up to 7,000,000 shares of its Common Stock, $.10 par value (the "Shares") to be sold by certain selling shareholders ("Selling Shareholders") from time to time, who will have received such Shares in connection with certain future acquisitions by the Company, I wish to advise you as follows: I am of the opinion that the Shares to be issued to the Selling Shareholders in accordance with the Registration Statement, as amended and supplemented from time to time, upon the completion of the steps mentioned in the next paragraph, will be legally issued, fully paid and nonassessable. The steps to be taken which are referred to in the foregoing opinion consist of the following: (1) Appropriate action by the Board of Directors of the Company or an authorized committee thereof with respect to the issuance of the Shares. (2) Issuance of the Shares in accordance with the aforesaid corporate authorization. (3) Sale of the Shares by the Selling Shareholders and payment of the purchase price thereof in accordance with the Registration Statement, as amended or supplemented from time to time. This opinion is rendered to you in connection with the above-described transaction. This opinion may not be relied upon by you for any other purpose, or relied upon by, or furnished to, any other person, firm or corporation without my prior written consent. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to me appearing in the Registration Statement under the caption "Legal Matters." In giving my consent, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act of 1933. Very truly yours, David Feltner - 19 - EX-15 3 Exhibit 15 March 23, 1998 FirstEnergy Corp. 76 South Main Street Akron, Ohio 44308 Gentlemen: We are aware that FirstEnergy Corp. has incorporated by reference in its Registration Statement on Form S-3 relating to the registration of 7,000,000 shares of Common Stock, Ohio Edison Company's Form 10-Q's for the quarters ended March 31, 1997, June 30, 1997, and September 30, 1997, which include our reports dated May 12, 1997, August 13, 1997, and November 12, 1997, 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, Arthur Andersen LLP - 20 - EX-23 4 Exhibit 23(a) 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 7, 1997, included or incorporated by reference in Ohio Edison Company's Form 10-K for the year ended December 31, 1996, and to the incorporation by reference in this registration statement of our report dated February 14, 1997, included in Centerior Energy Corporation's Form 10-K for the year ended December 31, 1996. We also consent to the incorporation by reference in this registration statement of our report on the consolidated financial statements of Ohio Edison Company, dated February 13, 1998, included in Ohio Edison Company's Form 8-K dated March 23, 1998, and to all references to our Firm included in this registration statement. Arthur Andersen LLP Cleveland, Ohio March 23, 1998 - 21 - -----END PRIVACY-ENHANCED MESSAGE-----