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 1, 2005
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 | | |
| | | | | |
1-2578 | | 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 | | |
| | | | | |
1-3141 | | JERSEY CENTRAL POWER & LIGHT COMPANY | | 21-0485010 |
| | | (A New Jersey Corporation) | | |
| | | c/o FirstEnergy Corp. | | |
| | | 76 South Main Street | | |
| | | Akron, OH 44308 | | |
| | | Telephone (800) 736-3402 | | |
| | | | | |
1-446 | | METROPOLITAN EDISON COMPANY | | 23-0870160 |
| | | (A Pennsylvania Corporation) | | |
| | | c/o FirstEnergy Corp. | | |
| | | 76 South Main Street | | |
| | | Akron, OH 44308 | | |
| | | Telephone (800) 736-3402 | | |
| | | | | |
1-3522 | | PENNSYLVANIA ELECTRIC COMPANY | | 25-0718085 |
| | | (A Pennsylvania 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 7.01 Regulation FD Disclosure.
On December 1, 2005, FirstEnergy Corp. issued a comprehensive report to shareholders regarding air emissions regulations and an assessment of the company's future risks and mitigation efforts. FirstEnergy's Press Release and Air Issues Report are furnished, not filed, as Exhibits 99.1 and 99.2, respectively, and are incorporated by reference hereunder.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. | Description |
| 99.1 | Press Release issued by FirstEnergy Corp., dated December 1, 2005 |
| | |
| 99.2 | Air Issues Report issued by FirstEnergy Corp. on December 1, 2005 |
Forward-Looking Statements: 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, the continued ability of our regulated utilities to collect transition and other charges, maintenance costs being higher than anticipated, legislative and regulatory changes (including revised environmental requirements), the uncertainty of the timing and amounts of the capital expenditures (including that such amounts could be higher than anticipated) or levels of emission reductions related to the settlement agreement resolving the New Source Review litigation, adverse regulatory or legal decisions and outcomes (including, but not limited to, the revocation of necessary licenses or operating permits, fines or other enforcement actions and remedies) of government investigations and oversight, including by the Securities and Exchange Commission, the United States Attorney’s Office, the Nuclear Regulatory Commission, and the various state public utility commissions as disclosed in the registrants' Securities and Exchange Commission filings, generally, and with respect to the Davis-Besse Nuclear Power Station outage and heightened scrutiny at the Perry Nuclear Power Plant in particular, rising interest rates and other inflationary trends, the continuing availability and operation of generating units, the ability of generating units to continue to operate at, or near full capacity, the inability to accomplish or realize anticipated benefits of strategic goals (including the proposed transfer of nuclear generation assets and employee workforce factors), the ability to improve electric commodity margins and to experience growth in the distribution business, the ability to access the public securities and other capital markets and the cost of such capital, the outcome, cost and other effects of present and potential legal and administrative proceedings and claims related to the August 14, 2003 regional power outage, circumstances which may lead management to not seek, or the Board of Directors to not grant, in each case in its sole discretion, authority for the implementation of a share repurchase program in the future, 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 for the year ended December 31, 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 1, 2005
| | FIRSTENERGY CORP. |
| | Registrant |
| | |
| | OHIO EDISON COMPANY |
| | Registrant |
| | |
| | THE CLEVELAND ELECTRIC |
| | ILLUMINATING COMPANY |
| | Registrant |
| | |
| | THE TOLEDO EDISON COMPANY |
| | Registrant |
| | |
| | PENNSYLVANIA POWER COMPANY |
| | Registrant |
| | |
| | JERSEY CENTRAL POWER & LIGHT COMPANY |
| | Registrant |
| | |
| | METROPOLITAN EDISON COMPANY |
| | Registrant |
| | |
| | PENNSYLVANIA ELECTRIC COMPANY |
| | Registrant |
| | |
| | |
| | |
| | /s/ Harvey L. Wagner |
| | Harvey L. Wagner |
| | Vice President, Controller and |
| | Chief Accounting Officer |
