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) August 17, 2009
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Commission
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Registrant;
State of Incorporation;
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I.R.S.
Employer
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File
Number
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Address;
and Telephone Number
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Identification
No.
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333-21011
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FIRSTENERGY
CORP.
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34-1843785
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(An
Ohio Corporation)
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76
South Main Street
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Akron,
OH 44308
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Telephone (800)736-3402
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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.
On August 18, 2009,
FirstEnergy Corp., or FirstEnergy, issued a press release announcing that its
previously announced cash tender offer, or the Tender Offer, for its 6.45%
Notes, Series B, Due 2011, or the Notes, is oversubscribed. As of
5:00 p.m., August 17, 2009, or the Early Tender Deadline, according to
information provided by the Tender Agent, $1,253,050,000 aggregate principal
amount of the Notes had been validly tendered and not
withdrawn. Based on the tenders received as of the Early Tender
Deadline, FirstEnergy has increased the maximum principal amount of the Notes
subject to purchase in the Tender Offer from the previously announced Tender Cap
of $725,000,000 to $1,200,000,000. Holders of Notes that validly tendered their
Notes by the Early Tender Deadline and whose Notes are accepted for purchase
will receive the previously announced Total Consideration of $1,092.50 per
$1,000 principal amount of Notes. Holders of Notes that are validly
tendered after the Early Tender Deadline and prior to the expiration time of
11:59 p.m., New York City time, on August 31, 2009, unless extended or earlier
terminated, and accepted for purchase will receive the previously announced
Tender Offer Consideration of $1,062.50 per $1,000 principal amount of Notes.
All other terms of the Tender Offer remain unchanged. Because the
aggregate principal amount of the Notes validly tendered and not withdrawn as of
the Early Tender Deadline is in excess of the New Tender Cap, FirstEnergy will
purchase the Notes accepted in the Tender Offer on a pro rata basis among the
tendering holders, as described in the Offer to Purchase.
A copy of
FirstEnergy’s press release announcing early tender results and the amendments
to the Tender Offer is attached hereto as Exhibit 99.1 to this report and is
hereby incorporated by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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Exhibit
No.
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Description
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99.1
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Press Release
issued by FirstEnergy, announcing early tender results
and an
amendment to the Tender Offer.
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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 include declarations regarding management's
intents, beliefs and current expectations. These statements typically contain,
but are not limited to, the terms “anticipate,” “potential,” “expect,”
“believe,” “estimate” and similar words. Forward-looking statements involve
estimates, assumptions, known and unknown risks, uncertainties and other factors
that may cause actual results, performance or achievements to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements. Actual results may differ materially
due to the speed and nature of increased competition in the electric utility
industry and legislative and regulatory changes affecting how generation rates
will be determined following the expiration of existing rate plans in
Pennsylvania, the impact of the Public Utilities Commission of Ohio’s regulatory
process on the Ohio Companies associated with the distribution rate case,
economic or weather conditions affecting future sales and margins, changes in
markets for energy services, changing energy and commodity market prices and
availability, replacement power costs being higher than anticipated or
inadequately hedged, the continued ability of FirstEnergy’s regulated utilities
to collect transition and other charges or to recover increased transmission
costs, maintenance costs being higher than anticipated, other legislative and
regulatory changes, revised environmental requirements, including possible
greenhouse gas emission regulations, the potential impacts of the U.S. Court of
Appeals’ July 11, 2008 decision requiring revisions to the Clean Air Interstate
Rules and the scope of any laws, rules or regulations that may ultimately take
their place, the uncertainty of the timing and amounts of the capital
expenditures needed to, among other things, implement the Air Quality Compliance
Plan (including that such amounts could be higher than anticipated or that
certain generating units may need to be shut down) or levels of emission
reductions related to the Consent Decree resolving the New Source Review
litigation or other potential regulatory initiatives, adverse regulatory or
legal decisions and outcomes (including, but not limited to, the revocation of
necessary licenses or operating permits and oversight) by the Nuclear Regulatory
Commission, Metropolitan Edison Company’s and Pennsylvania Electric Company’s
transmission service charge filings with the Pennsylvania Public Utility
Commission, the continuing availability of generating units and their ability to
operate at or near full capacity, the ability to comply with applicable state
and federal reliability standards, the ability to accomplish or realize
anticipated benefits from strategic goals (including employee workforce
initiatives), the ability to improve electric commodity margins and to
experience growth in the distribution business, the changing market conditions
that could affect the value of assets held in FirstEnergy’s nuclear
decommissioning trusts, pension trusts and other trust funds, and cause it to
make additional contributions sooner, or in an amount that is larger than
currently anticipated, the ability to access the public securities and other
capital and credit markets in accordance with FirstEnergy’s financing plan and
the cost of such capital, changes in general economic conditions affecting the
Registrant, the state of the capital and credit markets affecting the
Registrant, interest rates and any actions taken by credit rating agencies that
could negatively affect FirstEnergy’s access to financing or its costs
or increase its requirements to post additional collateral to support
outstanding commodity positions, letters of credit and other financial
guarantees, the continuing decline of the national and regional economy and its
impact on the registrant’s major industrial and commercial customers, issues
concerning the soundness of financial institutions and counterparties with which
FirstEnergy does business, and the risks and other factors discussed from time
to time in the Registrant’s Securities and Exchange Commission filings, and
other similar factors. The foregoing review of factors should not be
construed as exhaustive. New factors emerge from time to time, and it
is not possible for management to predict all such factors, nor assess the
impact of any such factor on FirstEnergy’s business or the extent to which any
factor, or combination of factors, may cause results to differ materially from
those contained in any forward-looking statements. A security rating is not a
recommendation to buy, sell or hold securities that may be subject to revision
or withdrawal at any time by the assigning rating organization. Each
rating should be evaluated independently of any other rating. The
Registrant expressly disclaims any current intention to update any
forward-looking statements contained herein as a result of new information,
future events, or otherwise.
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
authorized.
August 18,
2009
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FIRSTENERGY
CORP.
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Registrant
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By:
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/s/ Lisa S.
Wilson
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Lisa
S. Wilson
Assistant
Controller
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