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) November 18,
1997
FIRSTENERGY CORP.
(Exact name of Registrant as specified in its charter)
Ohio 333-21011 34-1843785
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
76 South Main Street, Akron, Ohio 44308
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 330-384-5100
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ITEM 5. Other Events.
On November 18, 1997 FirstEnergy Corp. (the "Company")
authorized assignment of one share purchase right (a
"Right") for each outstanding share of Common Stock, par
value $0.10 per share (the "Shares"), of the Company. The
Rights were assigned on November 28, 1997 (the "Record
Date") to the shareholders of record on that date. Each
Right entitles the registered holder to purchase from the
Company one Share at a price of $70 per Share (the "Purchase
Price"), when the Rights become exercisable. The
description and terms of the Rights are set forth in a
Rights Agreement (the "Rights Agreement") between the
Company and The Bank of New York, as rights agent (the
"Rights Agent").
The Rights will be evidenced, with respect to any of
the Share certificates outstanding as of the Record Date, by
such Share certificate until the earlier of (i) 10 days
following a public announcement that a person or group of
affiliated or associated persons (an "Acquiring Person") has
acquired, or obtained the right to acquire, beneficial
ownership of 15% or more of the outstanding Shares (the date
of such public announcement being called the "Share
Acquisition Date") or (ii) 10 days following the
commencement or announcement of an intention to make a
tender offer or exchange offer by a person other than the
Company if, upon consummation of the offer, such person,
together with persons affiliated or associated with it,
would be the beneficial owner of 25% or more of the
outstanding Shares (the earlier of such days being called
the "Distribution Date"). The Rights Agreement provides
that, until the Distribution Date, the Rights will be
transferred with and only with the Shares. Until the
Distribution Date (or earlier redemption, termination or
expiration of the Rights), new Share certificates issued
after the Record Date, upon transfer or new issuance of
Shares, will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or
earlier redemption, termination or expiration of the
Rights), the surrender for transfer of any certificates for
Shares, outstanding as of the Record Date, even without such
notation, will also constitute the transfer of the Rights
associated with the Shares represented by such certificate.
As soon as practicable following the Distribution Date,
separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the
Shares as of the close of business on the Distribution Date
and such separate Right Certificates alone will thereafter
evidence the Rights.
The Rights are not exercisable until the Distribution
Date. The Rights will expire November 18, 2007 unless such
date is extended or unless the Rights are earlier redeemed
by the Company or exchanged for Shares, in each case as
described below.
The Purchase Price payable, and the number of Shares or
other securities or property issuable, upon exercise of the
Rights are subject to adjustment from time to time to
prevent dilution (i) in the event of a stock dividend on, or
a subdivision, combination or reclassification of, the
Shares, (ii) upon the grant to holders of the Shares of
certain rights or warrants to subscribe for or purchase
Shares at a price, or securities convertible into Shares
with a conversion price, less than the then current market
price of the Shares or (iii) upon the distribution to
holders of the Shares of evidences of indebtedness or assets
(excluding regular periodic cash dividends paid out of
earnings or retained earnings or dividends payable in
Shares) or of subscription rights or warrants (other than
those referred to above).
In the event that (i) the Company merges with or is
involved in another business combination transaction with an
Acquiring Person, (ii) 50% or more of its consolidated
assets or earning power are sold to an Acquiring Person,
(iii) an Acquiring Person acquires 25% or more of the
Shares, or (iv) an Acquiring Person engages in one or more
self-dealing transactions with the Company, then, proper
provision will be made so that each holder of a Right will
thereafter have the right to receive, upon the exercise
thereof at the then current exercise price of the Right,
that number of shares of common stock of the Company or of
the acquiring company, as the case may be, which at the time
of such transaction will have a value double the amount of
the Purchase Price.
Any Rights that are or were beneficially owned at any
time on or after the Distribution Date by an Acquiring
Person shall become null and void upon the occurrence of any
event described in the preceding paragraph and no holder of
such Rights shall have any right with respect to such Rights
from and after the occurrence of any such event.
With certain exceptions, no adjustment in the Purchase
Price will be required until cumulative adjustments require
an adjustment of at least 1% in such Purchase Price. No
fractional Shares will be issued and in lieu thereof, an
adjustment in cash will be made based on the market price of
the Shares on the last trading day prior to the date of
exercise.
At any time prior to the 10th day following the Shares
Acquisition Date (unless extended by the Company), the Board
of Directors of the Company may redeem the Rights in whole,
but not in part, at a price of $.001 per Right (the
"Redemption Price"). In that connection, the amount payable
to any holder of the Rights will be rounded up to the
nearest $.01. Payments of less than $1.00 will be sent to
holders of the Rights only if the particular holder entitled
to the payment specifically requests that the payment be
sent. Immediately upon the action of the Company ordering
redemption of the Rights, the right to exercise the Rights
will terminate and the only right of the holders of Rights
will be to receive the Redemption Price.
After the Distribution Date and prior to the time an
Acquiring Person has acquired 50% or more of the then
outstanding Shares, the Company may require that some or all
of the Rights be exchanged on a one for one basis (subject
to adjustment for stock splits, stock dividends and other
similar transactions) for Shares. To the extent that Rights
are required to be exchanged for Shares, the right to
exercise those Rights will terminate and the only right of
the holder thereof will be to exchange those Rights for
Shares.
The terms of the Rights may be amended by the Company
without the consent of the holders of the Rights, including
an amendment to extend the period during which the rights
may be redeemed, except, that after the Distribution Date no
such amendment may otherwise adversely affect the interests
of the holders of the Rights. In the event an Acquiring
Person, after triggering the redemption option of the
Company, reduces its shareholdings to less than 15% then the
redemption rights are reinstated.
Until a Right is exercised, the holder thereof, as
such, will have no rights as a shareholder of the Company,
including, without limitation, the right to vote or to
receive dividends.
A copy of the Rights Agreement is available free of
charge from the Company. The preceding discussion is only a
summary and is qualified in its entirety by reference to the
Rights Agreement (including the form of Right Certificate
included as Exhibit A to the Rights Agreement), which is
included as Exhibit 4.1 to this Current Report on Form 8-K
and is incorporated by reference herein.
ITEM 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(c) Exhibits.
EXHIBIT
NUMBER DESCRIPTION
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4.1 Rights Agreement dated as of November 18, 1997,
between FirstEnergy Corp. and The Bank of New
York and form of Right Certificate (Exhibit A)
SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
FIRSTENERGY CORP.
/s/Harvey L. Wagner
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Harvey L. Wagner
Controller
Dated: December 1, 1997
EXHIBIT INDEX
PAGE NUMBER IN
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED COPY
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4.1 Rights Agreement dated as of November 18, 1997,
between FirstEnergy Corp. and The Bank of New York
and form of Right Certificate (Exhibit A)