UNITED STATES
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) December 10, 2004
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, 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
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2.):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events
In late 2003, FirstEnergy Corp.'s (Company) FirstEnergy Nuclear
Operating Company (FENOC) subsidiary received a grand jury subpoena requesting
the production of certain documents and records relating to the inspection and
maintenance of the reactor vessel head at the Davis-Besse Plant, which is owned
by The Cleveland Electric Illuminating Company (51.38%) and The Toledo Edison
Company (48.62%). The documents and materials were provided to the grand jury
sitting in the United States District Court for the Northern District of Ohio,
Eastern Division.
On December 10, 2004, the Company received a letter from the United
States Attorney's Office, stating that FENOC is a target of the federal grand
jury investigation into alleged false statements made to the Nuclear Regulatory
Commission (NRC) in the Fall of 2001 in response to NRC Bulletin 2001-01. The
letter also said that the designation of FENOC as a target indicates that, in
the view of the prosecutors assigned to the matter, it is likely that federal
charges will be returned against FENOC by the grand jury.
FirstEnergy previously disclosed the grand jury investigation as it
relates to its FENOC subsidiary in the Company's 2003 Annual Report on Form
10-K, Form 8-K filed on November 21, 2003, and in Form 10-Q filings with the
U.S. Securities and Exchange Commission for the first three quarters of 2004.
A copy of the press release issued by FirstEnergy is attached as Exhibit 99.1
hereto and is incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
----------- -----------
99.1 Press release issued by FirstEnergy Corp., dated December 10,
2004
Forward-Looking Statement: This Form 8-K includes forward-looking statements
based on information currently available to management. Such statements are
subject to certain risks and uncertainties. These statements typically contain,
but are not limited to, the terms "anticipate", "potential", "expect",
"believe", "estimate" and similar words. Actual results may differ materially
due to the speed and nature of increased competition and deregulation in the
electric utility industry, economic or weather conditions affecting future sales
and margins, changes in markets for energy services, changing energy and
commodity market prices, replacement power costs being higher than anticipated
or inadequately hedged, maintenance costs being higher than anticipated,
legislative and regulatory changes (including revised environmental
requirements), adverse regulatory or legal decisions and the outcome of
governmental investigations (including revocation of necessary licenses or
operating permits), availability and cost of capital, the continuing
availability and operation of generating units, the inability to accomplish or
realize anticipated benefits of strategic goals, the ability to improve electric
commodity margins and to experience growth in the distribution business, the
ability to access the public securities markets, further investigation into the
causes of the August 14, 2003 regional power outages and the outcome, cost and
other effects of present and potential legal and administrative proceedings and
claims related to those outages, the final outcome in the proceeding related to
FirstEnergy's Application for a Rate Stabilization Plan in Ohio, the risks and
other factors discussed from time to time in the registrants' Securities and
Exchange Commission filings, including their annual report on Form 10-K (as
amended) for the year ended December 31, 2003, and their Form 10-Q for the
quarter ended September 30, 2004, and other similar factors. The registrants
expressly disclaim any current intention to update any forward-looking
statements contained in this document as a result of new information, future
events, or otherwise.
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.
December 10, 2004
FIRSTENERGY CORP.
-----------------
Registrant
THE CLEVELAND ELECTRIC
----------------------
ILLUMINATING COMPANY
--------------------
Registrant
THE TOLEDO EDISON COMPANY
-------------------------
Registrant
/s/ Harvey L. Wagner
---------------------------------------
Harvey L. Wagner
Vice President, Controller and
Chief Accounting Officer