-----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, NAGpa9scDcVKeAnHH2zrf/n2Ml9ic/2AA3t2A4a2NxTaSE1MMJ3BkTZJ/Ct4rI1u DyHLMKgdDOWgHezG85u/NA== 0001031296-98-000025.txt : 19980825 0001031296-98-000025.hdr.sgml : 19980825 ACCESSION NUMBER: 0001031296-98-000025 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980824 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: 333-62129 FILM NUMBER: 98696764 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. 333- ------- As filed with the Securities and Exchange Commission on August 24, 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 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 to Amount to be Proposed Maximum Proposed Maximum Amount of be Registered Registered Aggregate Price Aggregate Offering Registration Per Unit Price - ---------------------- --------------- --------------- ---------------- ------------ Common Stock* 72,604 shares** $28.78125*** $2,089,634*** $617 * 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 August 20, 1998. Pursuant to Rule 429 under the Securities Act of 1933, the enclosed Prospectus herein also relates to the Registration Statement on Form S-3, File Number 333-58277 and carries forward 627,811 shares of Common Stock of the Company registered thereunder, for which a filing fee of $5,631 was paid. - ------------------------ 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.
SUBJECT TO COMPLETION, DATED AUGUST 24, 1998 PROSPECTUS ---------- 700,415 Shares FirstEnergy Corp. COMMON STOCK ------------ This Prospectus, with the prior consent of the Company, may be used by a selling shareholder (the "Selling Shareholder") who has received 702,811 shares of Common Stock (par value $.10 per share) (the "Common Stock") of FirstEnergy Corp. (the "Company") covered by this Prospectus in connection with the merger (the "Merger") of Elliot-Lewis Corporation, a Pennsylvania corporation, into a wholly owned subsidiary of the Company, as more fully described herein, and who may wish to sell such stock in circumstances requiring or making desirable its use. See "Plan of Distribution". The Selling Shareholder 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". The Selling Shareholder and broker-dealers that participate with the Selling Shareholder 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 Common Stock is listed under the symbol "FE" on the New York Stock Exchange ("NYSE"). The last reported sale price on the NYSE on August 20, 1998 was $28 15/16 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 Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This Prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. 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 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, 1997. 2. Quarterly Report on Form 10-Q for the quarter ended March 31, 1998. 3. Quarterly Report on Form 10-Q for the quarter ended June 30, 1998. 4. Amendment to Current Report on Form 8-K of the Company dated November 10, 1997 on Form 8-K/A dated January 22, 1998. 5. Current Report on Form 8-K of the Company dated July 6, 1998. 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 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. 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 from 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, or adopt a provision inconsistent with, 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, or the adoption of a provision inconsistent therewith, 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 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. 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. 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. 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 which is in the best interests of the Company because the Rights can be redeemed as herein described before the consummation of such transaction. Year 2000 The Year 2000 issue is the result of computer programs being written using two digits rather than four to identify the applicable year. Any of the Company's programs that have date- sensitive software may recognize a date using "00" as the year 1900 rather than the year 2000. This could result in system failures or miscalculations. For purposes of this discussion of the Year 2000 issue, references to "the Company" means FirstEnergy and its subsidiaries combined. The Company has determined that, if it did not take any action to avoid the consequences of its Year 2000 issue, such issue would have a material effect on its business, results of operations and financial condition. Consequently, the Company has developed a multi-phase program for Year 2000 compliance that consists of (i) assessment of the corporate systems and operations of the Company that could be affected by the Year 2000 problem, (ii) remediation or replacement of non-compliant systems and components and (iii) testing of systems and components following such remediation or replacement. The Company has focused its Year 2000 review on three areas: (A) information technology ("IT") system applications, (B) non-IT systems and (C) relationships with third parties (including suppliers as well as end customers). The Company currently believes that with modifications to existing software and conversions to new software, the Year 2000 issue will pose no significant operational problems for its computer systems as so modified and converted. Most of the Company's Year 2000 problems will be resolved through system replacement. Of the Company's major IT systems, the general ledger system and inventory management and procurement accounts payable system will be replaced by the end of 1998. The Company's payroll system was replaced in July 1998; all employees will be converted to the new system by January 1999. The customer service system is due to be replaced in mid-1999. The Company has categorized its non-IT systems into 16 separate areas, and has already determined that five of such areas pose no material Year 2000 problem. The Company has identified certain Year 2000 issues in nine of such areas and is in the process of remediating them. The Company plans to complete the assessment for the final two areas the by the end of 1998. The Company plans to complete the entire Year 2000 project by September 1999. If the already identified modifications and conversions are not made, or are not completed on a timely basis, or if the Company identifies material additional modifications which are not completed on a timely basis, the Year 2000 issue would have a material impact on operations. The Company has initiated formal communications with many of its major suppliers to determine the extent to which it is vulnerable to those third parties' failure to resolve their own Year 2000 problems and is still in the assessment phase as to whether and to what extent such third parties have a Year 2000 issue. There can be no guarantee that the failure of other companies to resolve their own Year 2000 issue will not have a material adverse effect on the Company's business, financial condition and results of operations. The Company is utilizing both internal and external resources to reprogram and/or replace and test the Company's software for Year 2000 modifications. Of the total project cost, approximately $64 million will be capitalized since those costs are attributable to the purchase of new software for total system replacements (i.e., the Year 2000 solution comprises only a portion of the benefit resulting from the system replacements). The remaining $8 million will be expensed as incurred over the next two years. To date, the Company has expensed approximately $1,100,000 related to the assessment of, and preliminary efforts in connection with, its Year 2000 project and the development of a remediation plan. The Company's total Year 2000 projected cost, as well as its estimates of the time needed to complete remedial efforts, are based on currently available information and do not include the estimated costs and time associated with the impact of a third party's Year 2000 issue. The Company believes the most reasonably likely worst case scenario from the Year 2000 issue to be disruptions in power plant monitoring systems, thereby producing inaccurate data and failures in electronic switching mechanisms at transmission junctions. This would prolong localized outages, as technicians would have to manually activate switches. Such an event would have a material, but presently indeterminable, effect on the Company's financial results. The Company has not yet developed a contingency plan to address the effects of its failure, or that of any of its principal suppliers, to become Year 2000 compliant but currently expects to have a contingency plan by the spring of 1999. The costs of the project and the dates on which the Company plans to complete the Year 2000 modifications are based on management's best estimates, which were derived from numerous assumptions of future events including the continued availability of certain resources, and other factors. However, there can be no guarantee that this project will be completed as planned and actual results could differ materially from the estimates. Specific factors that might cause material differences include, but are not limited to, the availability and cost of trained personnel, the ability to locate and correct all relevant computer code, and similar uncertainties. USE OF PROCEEDS This Prospectus relates to shares of Common Stock received by the Selling Shareholder in connection with the Merger, and which may be sold by the Selling Shareholder from time to time. There will be no proceeds to the Company from any sales of such shares by the Selling Shareholder. SELLING SHAREHOLDER The following table sets forth the number of shares of Common Stock owned by the Selling Shareholder prior to any sale of the shares covered by this Prospectus, the number of shares covered by this Prospectus and the number of shares to be owned by the Selling Shareholder if the shares covered by this Prospectus are sold. Number of Shares
Name Number of Shares Number of Shares Owned if Shares Owned Prior to Sales Covered Hereby Are Sold - ---- -------------------- ---------------- ----------------- Thomas H. Lewis, Jr. 0 700,415 0
PLAN OF DISTRIBUTION The shares of Common Stock covered by this Prospectus may be sold from time to time by the Selling Shareholder who has received from the Company such shares of Common Stock in connection with the Merger. On June 30, 1998 pursuant to the Agreement of Merger and Plan of Reorganization dated as of June 30, 1998 (the "Merger Agreement") among the Company, FirstEnergy Services Corp., an Ohio corporation and a wholly owned subsidiary of the Company ("FE Services"), ELC Acquisition Company, a Pennsylvania corporation and a wholly owned subsidiary of the Company, Elliot- Lewis Corporation, a Pennsylvania corporation ("Elliott-Lewis"), Thomas H. Lewis, Jr. and the Elliott-Lewis Corporation Employee Stock Ownership Plan (the "ESOP"), Elliot Lewis merged into FE Services. Mr. Lewis and the ESOP received an amount of cash and 627,811 and 418,540 shares, respectively, of Common Stock of the Company in exchange for all of the outstanding shares of common stock of Elliott-Lewis owned by them on such date. All of such 1,046,351 shares have been registered under the Securities Act of 1933. These shares were newly issued shares and have been listed on the NYSE. In accordance with a provision in the Merger Agreement providing for an additional payment to Mr. Lewis under a formula based upon the closing stock price of the Company's Common Stock on July 31, 1998, Mr. Lewis received 72,604 additional shares of Common Stock of the Company on August 20, 1998. These shares were acquired by the Company in open market purchases specifically for transfer to Mr. Lewis and are also listed on the NYSE. Sales of shares of Common Stock by the Selling Shareholder 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 Shareholder 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). The Selling Shareholder and brokers or dealers selling shares of Common Stock for the Selling Shareholder 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 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. 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 August 18, 1998, Mr. Feltner owned 3,037 shares of the Common Stock of the Company. EXPERTS The consolidated financial statements and related financial statement schedule incorporated by reference in this Prospectus from the Annual Report on Form 10-K for the year ended December 31, 1997 of the Company have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their reports with respect thereto, and 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 financial information for the quarters ended March 31, 1998 and 1997, and June 30, 1998 and 1997, Arthur Andersen LLP has applied limited procedures in accordance with professional standards for a review of that information. However, their separate reports thereon state that they did not audit and they do not express an opinion on that interim 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 Securities Act of 1933 for their reports on the unaudited interim financial information because those reports are not "reports" or a "part" of the registration statement prepared or certified by the accountants within the meaning of Sections 7 and 11 of the 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 2 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 2 FIRSTENERGY CORP 3 DESCRIPTION OF FIRSTENERGY CAPITAL STOCK 3 RIGHTS PLAN 5 YEAR 2000 8 USE OF PROCEEDS 9 SELLING SHAREHOLDER 8 PLAN OF DISTRIBUTION 10 LEGAL OPINIONS 11 EXPERTS 11 =========================================================== 700,415 Shares FirstEnergy Corp. Common Stock -------------------- PROSPECTUS -------------------- , 1998 =========================================================== PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. ------------------------------------------- Description Amount(1) ----------- Securities and Exchange Commission filing fee $ 617 Printing and engraving 1,000 Legal services 1,000 Accounting services 1,000 Transfer Agent and Registrar fees 1,000 Miscellaneous 383 -------- Total(1) $ 5,000 - ------------------- (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 the Selling Shareholder. 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. II-1 Regulation 31 of the Company's Code of Regulations provides as follows: "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 Corporation 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 Corporation would have the power to indemnify such person against such liability. Insurance may be purchased from or maintained with a person in which the Corporation has a financial interest." Item 16. Exhibits. --------- An Exhibit Index, containing a list of all exhibits to this registration statement, commences on page II-8. Item 17. Undertakings. ------------- The undersigned registrant hereby undertakes: II-2 (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, repre- sent 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. II-3 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. II-4 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 Akron and State of Ohio on the 24th day of August, 1998. FirstEnergy Corp. By /s/ Willard R. Holland ---------------------- Willard R. Holland Chairman and Chief Executive Officer II-5 Each of the undersigned directors and officers of the Registrant, 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 true and lawful attorney-in-fact and agent to execute in his 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 registrant 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, 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 August 24, 1998 - ---------------------- and Chief Executive (Willard R. Holland) Officer /s/ H. Peter Burg President, Chief August 24, 1998 - ----------------- Operating Officer (H. Peter Burg) and Director /s/ Richard H. Marsh Vice President and August 24, 1998 - -------------------- Chief Financial (Richard H. Marsh) Officer /s/ Harvey L. Wagner Controller and Chief August 24, 1998 - -------------------- Accounting Officer (Harvey L. Wagner /s/ Robert M. Carter Director August 24, 1998 - -------------------- (Robert M. Carter) /s/ Dr. Carol A. Cartwright Director August 24, 1998 - --------------------------- (Dr. Carol A. Cartwright) /s/ William F. Conway Director August 24, 1998 - --------------------- (William F. Conway) /s/ Robert L. Loughhead Director August 24, 1998 - ----------------------- (Robert L. Loughhead) /s/ Robert B. Heisler, Jr. Director August 24, 1998 - -------------------------- (Robert B. Heisler, Jr.) /s/ Russell W. Maier Director August 24, 1998 - -------------------- (Russell W. Maier) II-6 /s/ Glenn H. Meadows Director August 24, 1998 - -------------------- (Glenn H. Meadows) - -------------------- Director (Paul J. Powers) /s/ Robert C. Savage Director August 24, 1998 - -------------------- (Robert C. Savage) - -------------------- Director (George M. Smart) /s/ Jesse T. Williams, Sr. Director August 24, 1998 - -------------------------- (Jesse T. Williams, Sr.) II-7 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)* 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 re Unaudited Interim Financial Information. 23(a) Consent of Arthur Andersen LLP. 23(b) Consent of David L. Feltner, Esq. (contained in Exhibit No. 5). - ------------------------ * Incorporated by reference as noted therein. EX-5 2 Exhibit 5 August 24, 1998 FirstEnergy Corp. 76 South Main Street Akron, Ohio 44308 Ladies and Gentlemen: With respect to the Registration Statement on Form S-3 (the "Registration Statement") of FirstEnergy Corp. (the "Company") relating to up to 72,604 shares of its Common Stock, $.10 par value (the "Shares"), to be sold by a selling shareholder ("Selling Shareholder") from time to time, who has received such Shares pursuant to the Agreement of Merger and Plan of Reorganization dated as of June 30, 1998, among the Company, FirstEnergy Services Corp., an Ohio corporation and a wholly owned subsidiary of the Company, ELC Acquisition Company, a Pennsylvania corporation and a wholly owned subsidiary of the Company, Elliott-Lewis Corporation, a Pennsylvania corporation, Thomas H. Lewis, Jr. and the Elliott-Lewis Corporation Employee Stock Ownership Plan, I wish to advise you as follows: I am of the opinion that the Shares to be hereafter sold by the Selling Shareholder in accordance with the Registration Statement, as amended and supplemented from time to time, are legally issued, fully paid and nonassessable. 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 such consent, I do not hereby 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, /s/ David Feltner ----------------------- David Feltner EX-15 3 Exhibit 15 August 24, 1998 FirstEnergy Corp.: We are aware that FirstEnergy Corp. has incorporated by reference in its Registration Statement on Form S-3 relating to the registration of 72,604 shares of Common Stock, its Form 10-Q for the quarters ended March 31, 1998 and June 30, 1998, which include our reports dated May 13, 1998 and August 12, 1998, 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 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 13, 1998 included or incorporated by reference in FirstEnergy Corp.'s Form 10-K for the year ended December 31, 1997 and to all references to our Firm included in this registration statement. Arthur Andersen LLP Cleveland, Ohio August 24, 1998 -----END PRIVACY-ENHANCED MESSAGE-----