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) March 18, 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 |
|
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. below):
[ ] 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 1.01
Entry into a Material Definitive Agreement
On March 18, 2005,
FirstEnergy Corp. (Company) announced that it has reached a settlement agreement
with the U.S. Environmental Protection Agency (EPA), the U.S. Department of
Justice (DOJ), and three states that will result in significant reductions of
sulfur dioxide and nitrogen oxides from current levels at FirstEnergy’s
generating plants. The agreement, upon final approval by the U. S. District
Court, Southern District of Ohio, will resolve all issues related to various
parties’ actions against the Company’s W. H. Sammis Plant in the pending New
Source Review case. The agreement, which is in the form of a consent
decree, also has been signed by the states of Connecticut, New Jersey and New
York, and has been filed with the Court. The agreement, which is attached as
Exhibit 10.1 hereto and incorporated by reference, is subject to final approval
by the Court.
As disclosed by
FirstEnergy and its subsidiaries, Ohio Edison Company (OE) and Pennsylvania
Power Company (Penn), in prior filings with the Securities and Exchange
Commission, the EPA issued Notices of Violation or Compliance Orders in 1999 and
2000 to nine utilities covering 44 power plants, including the W. H. Sammis
Plant, which is owned by OE and Penn. In addition, the DOJ filed eight civil
complaints against various investor-owned utilities, which included a complaint
against OE and Penn in the U.S. District Court for the Southern District of
Ohio.
Under the
agreement, FirstEnergy will install environmental controls at the Sammis
Plant, as well as install or upgrade environmental systems at a number of other
power plants owned by FirstEnergy subsidiaries (OE, Penn, The Cleveland Electric
Illuminating Company and The Toledo Edison Company). The estimated $1.1
billion investment the environmental improvement program is consistent with
assumptions reflected in the Company’s long-term financial planning. Nearly
all of the expenditures are expected to be capital additions, with the
majority occurring between 2008 and 2010.
In addition,
FirstEnergy will pay an $8.5 million civil penalty to the DOJ and contribute up
to $25 million over five years to support environmentally beneficial projects in
the states that were parties to the case.
Item 8.01
Other Events
On March 18, 2005,
FirstEnergy Corp. issued two public announcements regarding the settlement
agreement discussed in Item 1.01 above. The press release and Letter to the
Investment Community are attached hereto as Exhibits 99.1 and 99.2,
respectively, and incorporated by reference.
Item 9.01
Financial Statements and Exhibits
(c)
Exhibits.
|
Exhibit
No. |
Description |
|
10.1 |
Consent
Decree, dated March 18, 2005 |
|
99.1 |
Press Release
issued by FirstEnergy Corp., dated March 18, 2005 |
|
99.2 |
Letter to the
Investment Community, dated March 18, 2005 |
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), the receipt of approval from and entry of a
final order by the U.S. District Court, Southern District of Ohio on the pending
settlement agreement resolving the New Source Review litigation and the
uncertainty of the timing and amounts of the capital expenditures (including
that such amounts could be higher than anticipated) related to this settlement,
adverse regulatory or legal decisions and outcomes (including revocation of
necessary licenses or operating permits, fines or other enforcement actions and
remedies) of governmental investigations and oversight, including by the
Securities and Exchange Commission, the United States Attorney's Office and the
Nuclear Regulatory Commission as disclosed in the registrants’ Securities and
Exchange Commission filings, generally, and with respect to the Davis-Besse
Nuclear Power Station outage in particular, the availability and cost of
capital, the continuing availability and operation of generating units, the
inability to accomplish or realize anticipated benefits from strategic goals,
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, further investigation into the causes of the August 14,
2003, regional power outage and the outcome, cost and other effects of present
and potential legal and administrative proceedings and claims related to the
outage, 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, and other similar factors. The registrants expressly disclaim 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, each Registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
March 18,
2005
| |
|
FIRSTENERGY CORP.
Registrant
OHIO EDISON COMPANY
Registrant
THE CLEVELAND ELECTRIC
ILLUMINATING COMPANY
Registrant
THE
TOLEDO EDISON COMPANY
Registrant
PENNSYLVANIA
POWER COMPANY
Registrant |
| |
|
|
|
|
|
|
/s/ Harvey L. Wagner |
| |
Harvey L. Wagner |
| |
Vice President, Controller and
Chief Accounting
Officer |