As filed with the Securities and Exchange Commission on November 21, 2003
Registration No. 333-72764
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FIRSTENERGY CORP.
(Exact Name of Registrant as Specified in Its Charter)
Ohio 34-1843785
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
corporation or Organization)
76 South Main Street
Akron, Ohio 44308
(Address of Principal Executive Offices, Including Zip Code)
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GPU Companies Employee Savings Plan for Nonbargaining Employees
GPU Companies Employee Savings Plan for Employees Represented by
IBEW System Council U-3
GPU Companies Employee Savings Plan for Employees Represented by
IBEW Local 459 and UWUA Local 180
GPU Companies Employee Savings Plan for Employees Represented by IBEW Local 777
(Full Title of the Plan)
--------------------------------------
David W. Whitehead Copy to:
Corporate Secretary Edward W. Moore, Esq.
FirstEnergy Corp. Calfee, Halter & Griswold LLP
76 South Main Street 1400 McDonald Investment Center
Akron, Ohio 44308 800 Superior Avenue
(330) 384-4400 Cleveland, Ohio 44114
(216) 622-8200
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
--------------------------------------
Explanatory Statement In Connection With the Filing of a Related
Registration Statement on Form S-8 Filed Pursuant to Instruction E of Form S-8
Contemporaneously with the filing of this Post-Effective Amendment No.
1 to its Registration Statement on Form S-8 (File No. 333-72764) (this
"Registration Statement"), FirstEnergy Corp., an Ohio corporation (the
"Company"), is filing with the Securities and Exchange Commission (the
"Commission") a new Registration Statement on Form S-8. The new Registration
Statement (the "New Registration Statement") relates to the registration, among
other offers and sales of shares of the Company's common stock, par value $0.10
per share, of the offer and sale of 133,867 shares of common stock (the
"Carryover Shares") pursuant to the FirstEnergy Corp. Savings Plan (the "Savings
Plan"). The Savings Plan is sponsored by the Company.
The Company had originally registered the Carryover Shares pursuant to
this Registration Statement in anticipation of offering interests in the
Company's common stock to participants in the GPU Companies Employee Savings
Plan for Nonbargaining Employees, the GPU Companies Employee Savings Plan for
Employees Represented by IBEW System Council U-3, the GPU Companies Employee
Savings Plan for Employees Represented by IBEW Local 459 and UWUA Local 180 and
the GPU Companies Employee Savings Plan for Employees Represented by IBEW Local
777 (collectively, the "GPU Plans"). Under the terms of the Agreement and Plan
of Merger, dated as of August 8, 2000, between the Company and GPU, Inc., a
Pennsylvania corporation ("GPU"), GPU was merged into the Company (the
"Merger"). As a result of the Merger, interests in the Company's common stock
were offered to participants under the terms of the GPU Plans upon and after the
Merger. Following the filing of this Amendment No. 1, the Carryover Shares are
no longer available for new offers or sales under the GPU Plans.
On January 7, 2003, the GPU Plans were merged into the Savings Plan
and, as a result, the Savings Plan is the successor to the GPU Plans. The
Company desires to have the Carryover Shares be included among the shares of
common stock for which offers and sales under the Savings Plan are registered
under the New Registration Statement.
Consequently, in accordance with the principles set forth in
Interpretation 89 under Section G, "Securities Act Forms" of the Manual of
Publicly Available Telephone Interpretations of the Division of Corporation
Finance of the Commission (July 1997 as supplemented) and Instruction E to Form
S-8, (1) the Company is registering the offer and sale of the Carryover Shares
pursuant to the Savings Plan by means of the New Registration Statement, (2) the
registration fee of $1,130 allocable to the Carryover Shares, which the Company
paid to the Commission in connection with the original filing of this
Registration Statement, is carried over to the New Registration Statement, and
(3) this Registration Statement is being amended on a post-effective basis to
describe the change from the GPU Plans to the Savings Plan, and accordingly, no
shares remain registered hereunder which have not been sold.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, as amended, the Company certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Post-Effective Amendment No. 1 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Akron, State of Ohio, on this 21st day of November, 2003.
FIRSTENERGY CORP.
By:/s/ David W. Whitehead
--------------------------------------------
David W. Whitehead
Corporate Secretary (Duly Authorized Officer)
POWER OF ATTORNEY
Each of the undersigned directors and officers of the Company,
individually as such director and/or officer, hereby makes, constitutes and
appoints H. Peter Burg and David W. Whitehead, and each of them, singly or
jointly, with full power of substitution, as his or her true and lawful
attorney-in-fact and agent to execute in his or her name, place and stead, in
any and all capacities, and to file with the Commission, any and all
post-effective amendments to this Registration Statement, which post-effective
amendment may make such changes in the Registration Statement as the Company
deems appropriate, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his, her or their substitute or substitutes, may do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 to the Registration Statement has been
signed below by the following persons in the capacities and on the dates
indicated.
Signature Title Date
--------- ----- ----
/s/H. Peter Burg
----------------------------- Chairman of the Board and Chief
H. Peter Burg Executive Officer (Principal Executive November 19, 2003
Officer)
/s/Anthony J. Alexander
----------------------------- President, Chief Operating Officer and
Anthony J. Alexander Director November 19, 2003
/s/Richard H. Marsh
----------------------------- Senior Vice President and Chief
Richard H. Marsh Financial Officer (Principal Financial November 19, 2003
Officer)
/s/Harvey L. Wagner
----------------------------- Vice President, Controller and Chief
Harvey L. Wagner Accounting Officer (Principal
Accounting Officer) November 19, 2003
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Signature Title Date
--------- ----- ----
/s/Paul T. Addison
----------------------------- November 19, 2003
Paul T. Addison Director
/s/Carol A. Cartwright
----------------------------- November 19, 2003
Carol A. Cartwright Director
/s/William T. Cottle
----------------------------- November 19, 2003
William T. Cottle Director
/s/Robert B. Heisler, Jr.
----------------------------- November 19, 2003
Robert B. Heisler, Jr. Director
/s/Robert L. Loughhead
----------------------------- November 19, 2003
Robert L. Loughhead Director
/s/Russell W. Maier
----------------------------- November 19, 2003
Russell W. Maier Director
/s/John M. Pietruski
----------------------------- November 19, 2003
John M. Pietruski Director
/s/Robert N. Pokelwaldt
----------------------------- November 19, 2003
Robert N. Pokelwaldt Director
/s/Paul J. Powers
----------------------------- November 19, 2003
Paul J. Powers Director
/s/Catherine A. Rein
----------------------------- November 19, 2003
Catherine A. Rein Director
/s/Robert C. Savage
----------------------------- November 19, 2003
Robert C. Savage Director
/s/George M. Smart
----------------------------- November 19, 2003
George M. Smart Director
/s/Jesse T. Williams, Sr.
----------------------------- November 19, 2003
Jesse T. Williams, Sr. Director
/s/Dr. Patricia K. Woolf
----------------------------- November 19, 2003
Dr. Patricia K. Woolf Director
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The Plans. Pursuant to the requirements of the Securities Act of 1933, as
amended, the trustees (or other persons who administer the employee benefit
plans) have duly caused this Post-Effective Amendment No. 1 to the Registration
Statement to be signed on their behalf by the undersigned, thereunto duly
authorized, in the City of Morristown, State of New Jersey, on this 19th day of
November, 2003.
GPU COMPANIES EMPLOYEE SAVINGS
PLAN FOR NONBARGAINING
EMPLOYEES
By: /s/Carole B. Snyder
-------------------------------
Carole B. Snyder
Chairperson
Administrative Committee
GPU COMPANIES EMPLOYEE SAVINGS
PLAN FOR EMPLOYEES
REPRESENTED BY IBEW SYSTEM
COUNCIL U-3
By: /s/Carole B. Snyder
-------------------------------
Carole B. Snyder
Chairperson
Administrative Committee
GPU COMPANIES EMPLOYEE SAVINGS
PLAN FOR EMPLOYEES
REPRESENTED BY IBEW LOCAL 459
AND UWUA LOCAL 180
By: /s/Carole B. Snyder
-------------------------------
Carole B. Snyder
Chairperson
Administrative Committee
GPU COMPANIES EMPLOYEE SAVINGS
PLAN FOR EMPLOYEES
REPRESENTED BY IBEW LOCAL 777
By: /s/Carole B. Snyder
-------------------------------
Carole B. Snyder
Chairperson
Administrative Committee
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