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As filed with the Securities and Exchange Commission on August 1, 1996
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 June 25, 1996
(Date of earliest event reported)
Commission Registrant, State of Incorporation; I.R.S. Employer
File Number Address and Telephone Number Identification No.
- ----------- ---------------------------- ------------------
1-9130 CENTERIOR ENERGY CORPORATION 34-1479083
(An Ohio Corporation)
6200 Oak Tree Boulevard
Independence, Ohio 44131
Telephone (216) 447-3100
1-2323 THE CLEVELAND ELECTRIC 34-0150020
ILLUMINATING COMPANY
(An Ohio Corporation)
55 Public Square
Cleveland, Ohio 44113
Telephone (216) 622-9800
1-3583 THE TOLEDO EDISON COMPANY 34-4375005
(An Ohio Corporation)
300 Madison Avenue
Toledo, Ohio 43652
Telephone (419) 249-5000
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This combined Form 8-K is separately filed by Centerior Energy Corporation
("Centerior Energy"), The Cleveland Electric Illuminating Company ("Cleveland
Electric") and The Toledo Edison Company ("Toledo Edison"). Centerior Energy,
Cleveland Electric and Toledo Edison are sometimes referred to collectively as
the "Companies". Cleveland Electric and Toledo Edison are sometimes referred to
collectively as the "Operating Companies". Information contained herein relating
to any individual registrant is filed by such registrant on its behalf. No
registrant makes any representation as to information relating to any other
registrant, except that information relating to either or both of the Operating
Companies is also attributed to Centerior Energy.
ITEM 5. OTHER EVENTS.
1. Shareholder Rights Plan. On June 25, 1996, the Board of Directors of
Centerior Energy declared a dividend distribution of one Right for each
outstanding share of Common Stock, without par value, of Centerior Energy to
shareholders of record on July 8, 1996, and authorized Centerior Energy's
management to enter into a Shareholder Rights Agreement in the form of Exhibit 4
hereto ("Rights Agreement"). On June 25, 1996, the Rights Agreement was executed
and delivered by Centerior Energy and KeyBank National Association, as Rights
Agent.
A copy of the Rights Agreement is attached hereto as Exhibit 4 and is
incorporated herein by reference. A copy of the Rights Agreement is available
free of charge from Centerior Energy or the Rights Agent, on behalf of Centerior
Energy. This description of the Rights Agreement does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement.
2. Common Stock Buy-back Program. On June 25, 1996, the Board of
Directors of Centerior Energy extended its existing stock buy-back program for
one year through June 30, 1997. The Board authorized Centerior Energy to
purchase up to 14,802,592 shares (10% of the shares outstanding on June 25,
1996) of its Common Stock in the open market from time-to-time. The number of
shares authorized to be purchased under the program is an increase from
1,500,000. Any shares purchased will be held as treasury stock. The Common Stock
buy-back program was initially authorized in July 1991. Under the program,
Centerior Energy has purchased an aggregate of 225,500 shares. No purchases have
been made since August 1992.
3. Management Changes. For background relating to this topic, see "Item
10. Directors and Executive Officers of the Registrants" in the Companies'
Annual Reports on Form 10-K for the year ended December 31, 1995.
On June 25, 1996, the Board of Directors of Centerior Service Company
("Centerior Service") elected John P. Stetz and John K. Wood to the positions of
Senior Vice President - Nuclear and Vice President Nuclear - Davis-Besse,
respectively, effective July 1, 1996. Previously Mr. Stetz was Vice President -
Nuclear -Davis-Besse. Mr. Wood's business experience over the past five years
included the following positions with Toledo Edison: Manager of Operations of
the Davis-Besse Nuclear Power Station (November 1990 until June 1993) and
General Manager - Davis-Besse (June 1993 until July 1, 1996).
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit 4 Rights Agreement, dated June 25, 1996
SIGNATURES
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.
CENTERIOR ENERGY CORPORATION
Registrant
THE CLEVELAND ELECTRIC ILLUMINATING COMPANY
Registrant
THE TOLEDO EDISON COMPANY
Registrant
By: JANIS T. PERCIO
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Janis T. Percio,
Secretary of each Registrant
Dated: August 1, 1996