-----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, LZT3jbe0SCthqHJ35FpnNfZqLdbN4H0jcjJIuZuGOs764RDeVbDuL4eJ8MrY83O7 9PqyQAqIVdl2W6wr23mR1Q== 0000073960-97-000006.txt : 19970402 0000073960-97-000006.hdr.sgml : 19970402 ACCESSION NUMBER: 0000073960-97-000006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970327 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970401 SROS: CSX SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: OHIO EDISON CO CENTRAL INDEX KEY: 0000073960 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 340437786 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-02578 FILM NUMBER: 97572254 BUSINESS ADDRESS: STREET 1: 76 S MAIN ST CITY: AKRON STATE: OH ZIP: 44308 BUSINESS PHONE: 2163845100 8-K 1 MERGER SHAREHOLDER APPROVAL SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) March 27, 1997 OHIO EDISON COMPANY (Exact name of Registrant as specified in its charter) Ohio 1-2578 34-0437786 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation) File Number) Identification No.) 76 South Main Street, Akron, Ohio 44308 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 1-800-736-3402 - 1 - Item 5. Other Events On March 27, 1997, common stock shareholders of Ohio Edison Company and Centerior Energy Corporation approved the Merger Agreement, dated September 13, 1996, which was reported on Form 8-K filed by Ohio Edison Company on September 17, 1996. The joint press release issued in connection with the shareholder approval is filed as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference. Item 7. Financial Statements and Exhibits (a) Not Applicable (b) Not Applicable (c) Exhibits (99) Joint Press Release dated March 27, 1997 of Ohio Edison Company and Centerior Energy Corporation. - 2 - SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. OHIO EDISON COMPANY /s/ Harvey L. Wagner --------------------- Harvey L. Wagner Comptroller Dated: March 31, 1997 - 3 - EX-99 2 JOINT PRESS RELEASE FirstEnergy Corp. For Immediate Release 76 South Main Street Akron, Ohio 44308 Contact for Ohio Edison Contact for Centerior Company: Energy Corp.: Ralph J. DiNicola Todd Schneider 330-384-5939 216-447-3200 www.ohioedison.com www.centerior.com Ohio Edison and Centerior Energy Shareholders Approve Merger Under FirstEnergy Corp. Akron, Ohio, March 27, 1997 - Shareholders of Ohio Edison Company (NYSE: OEC) and Centerior Energy Corp. (NYSE: CX) today overwhelmingly approved the proposed merger of their companies under FirstEnergy, which will become a new holding company for Ohio Edison and its subsidiary, Pennsylvania Power Company, and Centerior's operating units, The Cleveland Electric Illuminating Company and The Toledo Edison Company. The merger was approved by holders of approximately 97 percent of the shares voted at Ohio Edison's special shareholder meeting today in Akron, and by holders of approximately 98 percent of the shares voted at Centerior's meeting in Mayfield Heights, Ohio. Ohio Edison Chairman and Chief Executive Officer Willard R. Holland, who will become FirstEnergy's chairman, president and chief executive officer, said, "Today's vote was a giant step toward realizing the benefits we expect from our merger - - creation of a larger, stronger company better positioned to enhance near- and long-term value for shareholders, to offer customers a wider range of energy-related products and services at lower prices, and to provide employees with better career opportunities. We are working to complete the merger during 1997 so that we can begin realizing its benefits as soon as possible." Of the 153 million shares of Ohio Edison common stock outstanding, holders voted approximately 127 million shares, or 83 percent, for the merger; 4 million, or 2 percent, against; and 1 million, or less than 1 percent, to abstain. Of the 148 million shares of Centerior stock, holders voted approximately 128 million shares, or 87 percent, for the merger; 2 million, or 1 percent, against; and 1 million, or less than 1 percent, to abstain. The merger needed approval by - 1 - holders of at least two-thirds of Ohio Edison's outstanding shares of common stock and by a majority of Centerior's. Centerior Chairman, President and Chief Executive Officer Robert J. Farling, who will serve as vice chairman of FirstEnergy, said, "Our merger will lead to substantial savings and operational efficiencies, which should further improve our new company's cash flow and financial position. In addition, our larger, more diverse region is a national leader in attracting new businesses and jobs, which should further enhance FirstEnergy's prospects for solid financial performance and growth." FirstEnergy has already received other key approvals in the merger process. FirstEnergy's Rate Reduction and Economic Development Plan - which will provide interim price reductions through 2005 and a decrease that will average 15 percent for all customers in 2006 - was approved by the Public Utilities Commission of Ohio in January, and the merger received the approval of the Pennsylvania Public Utility Commission in February. Federal regulatory agencies that still need to act on the merger include the Federal Energy Regulatory Commission, the Securities and Exchange Commission, the Nuclear Regulatory Commission and the Department of Justice. FirstEnergy, headquartered in Akron, Ohio, will become the nation's 11th largest investor-owned electric system, based on annual electric sales of 64 billion kilowatt-hours. FirstEnergy will serve 2.1 million customers within 13,200 square miles of northern and central Ohio and western Pennsylvania. As of December 31, 1996, the combined assets of Ohio Edison and Centerior exceeded $18 billion and annual revenues were $5 billion. - 2 - -----END PRIVACY-ENHANCED MESSAGE-----