8-K 1 fe_8k-1.txt CHANGES IN CERTIFYING ACCOUNTANT 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) April 11, 2002 Commission Registrant; State of Incorporation; I.R.S. Employer File Number Address; and Telephone Number Identification No. ----------- ----------------------------------- ------------------ 333-21011 FIRSTENERGY CORP. 34-1843785 (An Ohio Corporation) 76 South Main Street Akron, Ohio 44308 Telephone (800)736-3402 1-2578 OHIO EDISON COMPANY 34-0437786 (An Ohio Corporation) c/o FirstEnergy Corp. 76 South Main Street Akron, OH 44308 Telephone (800)736-3402 1-2323 THE CLEVELAND ELECTRIC ILLUMINATING COMPANY 34-0150020 (An Ohio Corporation) c/o FirstEnergy Corp. 76 South Main Street Akron, OH 44308 Telephone (800)736-3402 1-3583 THE TOLEDO EDISON COMPANY 34-4375005 (An Ohio Corporation) c/o FirstEnergy Corp. 76 South Main Street Akron, OH 44308 Telephone (800)736-3402 1-3491 PENNSYLVANIA POWER COMPANY 25-0718810 (A Pennsylvania Corporation) c/o FirstEnergy Corp. 76 South Main Street Akron, OH 44308 Telephone (800)736-3402 333-31250 JCP&L Transition Funding LLC 75-2998870 (A Delaware Corporation) c/o FirstEnergy Corp. 76 South Main Street Akron, OH 44308 Telephone (800)736-3402 Item 4. Changes in Registrant's Certifying Accountant (a) Previous independent accountant (i) Effective with the completion of the 2001 audits and related regulatory filings, Arthur Andersen LLP will be dismissed as the independent accountant for FirstEnergy Corp. and its wholly owned subsidiaries, Ohio Edison Company, Pennsylvania Power Company, The Cleveland Electric Illuminating Company, The Toledo Edison Company and JCP&L Transition Funding LLC (collectively, "Registrants"). On April 11, 2002, FirstEnergy's Board of Directors approved the decision to change independent accountants upon the recommendation of its Audit Committee. (ii) Except for the modification to FirstEnergy Corp.'s 2001 audit report to identify its change in accounting principle for the adoption of Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended, effective January 1, 2001, the reports of Arthur Andersen LLP on the financial statements of the Registrants for the two most recent fiscal years contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle. (iii) In connection with the audits for the two most recent fiscal years, there have been no disagreements with Arthur Andersen LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Arthur Andersen LLP would have caused them to make reference thereto in their reports on the financial statements for such years. (iv) During the two most recent fiscal years and through April 11, 2002, there have been no reportable events as defined in Regulation S-K Item 304(a)(1)(v). (v) The Registrants have requested that Arthur Andersen LLP furnish them with a letter addressed to the Securities and Exchange Commission stating whether or not they agree with the above statements. A copy of such letter, dated April 18, 2002, is filed as Exhibit 16 to this Form 8-K. (b) New independent accountant On April 11, 2002, the Registrants appointed PricewaterhouseCoopers LLP as their new independent accountant effective for the first quarter of 2002. During the two most recent fiscal years and through April 11, 2002, the Registrants have not consulted with PricewaterhouseCoopers LLP regarding either: (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Registrants' financial statements, and neither a written report was provided to the Registrants or oral advice was provided that PricewaterhouseCoopers LLP concluded was an important factor considered by the Registrants in reaching a decision as to the accounting, auditing or financial reporting issue; nor (ii) any matter that was either the subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K, or a reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K. Item 7. Exhibits Exhibit No. Description ----------- ----------- 16 Arthur Andersen LLP letter to the Securities and Exchange Commission regarding the change in certifying accountant. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. April 18, 2002 FIRSTENERGY CORP. ----------------- Registrant OHIO EDISON COMPANY ------------------- Registrant THE CLEVELAND ELECTRIC ILLUMINATING COMPANY -------------------- Registrant THE TOLEDO EDISON COMPANY ------------------------- Registrant PENNSYLVANIA POWER COMPANY -------------------------- Registrant JCP&L TRANSITION FUNDING LLC ---------------------------- Registrant /s/Harvey L. Wagner ------------------- Harvey L. Wagner Vice President and Controller