e425
Filed by FirstEnergy Corp.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934, as amended
Subject Company: Allegheny Energy, Inc.
Commission File No: 001-00267
On March 18, 2010, FirstEnergy Corp. issued the following newsletter to its employees relating to the proposed merger with Allegheny Energy, Inc.
     
 
 
(MERGERNEWS LOGO)
  March 18, 2010
 
V 1 N 2
Merger Integration Teams Established;
Will Begin Work in April
Merger Integration Teams of FirstEnergy and Allegheny employees have been established and will begin their work – based in Akron – in mid- to late April. Under the direction of the Steering Committee, the teams will develop plans to fully integrate the companies’ operations following completion of the merger.
     “The teams are expected to develop the ‘blueprints’ for how we’ll combine significant parts of our companies. Thorough integration plans typically help post-merger operations run more smoothly because groups understand how they’re expected to operate,” says Executive Vice President and President, FirstEnergy Generation and Steering Committee Chairman Gary Leidich.
     Members of the Program Office also have been established. “The members of the Program Office are meeting next Monday to begin the critical task of managing this process. This work will include capturing the full value of combining these companies and ensuring we truly build a better FirstEnergy,” says Curtis Davis, Allegheny’s Chief Operating Officer, Generation and Allegheny Lead on the Steering Committee.
     As this work progresses, we will keep you updated in the Merger News. In the meantime, please send your questions to:
merger@firstenergycorp.com or merger@alleghenyenergy.com.
Continued on page 2
In this issue
     
2
  Merger Integration Team Members
3
  Questions and Answers
FirstEnergy Allegheny
Building A Better Company

 


 

Merger Integration Team Members
         
    FirstEnergy   Allegheny Energy
 
Steering Committee
  Gary Leidich, Chair   Curtis Davis, Lead
 
  Lynn Cavalier   Rodney Dickens
 
  Mark Clark   Ed Dudzinski
 
  Chuck Jones   David Feinberg
 
  Leila Vespoli   Eric Gleason
 
       
Team Managers
  Marty Hall, Lead   David Fisfis, Lead
 
       
Program Office
  Ellen Boyd (Human Resources)   Patty Giovannelli (Financial)
 
  Betsy DuWaldt (Communications)   Barbara Jameson (Human Resources)
 
  Matt Richlovsky (Financial)    
 
  Eric Weaver (Analyst)    
 
       
Corporate
  Rhonda Ferguson, Lead   David Gray, Lead
 
  Justin Biltz   George Blankenship
 
  Betsy DuWaldt   Dan Dunlap
 
  Karen Hall   Craig Galligan
 
  Kathy Kolich   David Neurohr
 
  David Winston    
 
       
Distribution
  Mark Julian, Lead   Dave McDonald, Lead
 
  Mike Ferncez   Mike Doran
 
  Kaye Jendrisak   Anne Grealy
 
  Rick O’Callaghan   Jim Longacre
 
  Ed Shuttleworth   Jim Myers
 
  Sally Simmons    
 
       
Transmission
  Stan Szwed, Lead   Jim Haney, Lead
 
  John Martinez   John Hilderbrand
 
  John Stephens   Rod Phillips
 
       
Finance
  Kelley Mendenhall, Lead   Barry Pakenham, Lead
 
  Amanda Curtis   Ray Bummer
 
  Jason Lisowski   Linda Kladnik
 
  Mike Swartz   Mark Mader
 
  Jon Taylor   Dawn Ruffner
 
  Kevin Warvell   Brenda Trout
 
       
Fossil Generation/
  Frank Lubich, Lead   George Farah, Lead
Environmental
  Doug Hartman   Jeannine Hammer
 
  Doug Koch   Pete Kotsenas
 
  Dave Petro   Jim Laughner
 
  Brian Warnaka   Eric Meyer
 
  Steve Wilkes   Sue Paouncic
 
       
Fuels/Dispatch
  Mark Fraley, Lead   Mike Delmar, Lead
 
  Bobby Brown   Jill Leasure
 
  Gary Yeager   Robin Libbos
Continued on page 3
         
Merger News   2   March 18, 2010

 


 

Merger Integration Team Members (continued from page 2)
         
    FirstEnergy   Allegheny Energy
Human Resources
  Jacquie Roth, Lead   Todd Faulk, Lead
 
  Peg Breetz   Tom Boothe
 
  Jim Deimling   David Lutz
 
  Mary Glance   Warren Stough
 
       
IT
  Ernie Maley, Lead   Rick Arthur, Lead
 
  Scott Enterline   Gunther Hehn
 
  Scott Hipkins    
 
  Rhonda Lapadot    
 
       
Supply Chain
  Randy Frame, Lead   Jim Kauffman, Lead
 
  Meghan Beringer   Tim Butala
 
  Cathy Shew   Don Server
     
(QUESTIONS AND ANSWERS LOGO)
  Questions and Answers
Q When can FirstEnergy employees start to communicate with their counterparts at Allegheny? This will help to “break the ice” as we start viewing ourselves as a team.
A Outside of the Integration Team activities and traditional cooperation with other utilities, including the exchange of non-competitive information, such as safety and construction standards, we must continue to operate as separate companies. Except for the situations described above, you should not contact your counterparts without prior approval of the Integration Teams or Legal Department. With all the restrictions on how we interact during the pre-merger process, it is best to continue to focus on current work until the transaction closes.
     It’s very important that we all strictly comply with important legal requirements related to mergers. If you have questions, here are the Legal and FERC contacts:
FirstEnergy
  Legal questions – John Luecken or Morgan Parke
 
  FERC Policy and Compliance-related questions – Alan Laurich
Allegheny
  Legal questions – David Fisfis or James Arcuri
 
  FERC Policy and Compliance-related questions – Kathy Patton or Carol Krysevig
     For information on additional merger requirements, refer to the March 10 Merger News.
Q How can we create these special teams comprising FirstEnergy and Allegheny employees when legal restrictions limit interaction between companies?
A Working to plan the integration of the two companies is a type of activity we are allowed to do and is outside the scope of ongoing operations. The Integration Teams are focused solely on post-merger planning, not the operations of the companies in the interim. The teams will focus on assessing operations, processes and procedures, then documenting how employees in the major business groups will operate post-merger.
         
Merger News   3   March 18, 2010

 


 

Information Concerning Forward-Looking Statements
In addition to historical information, this newsletter may contain a number of “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Words such as anticipate, expect, project, intend, plan, believe, and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. Forward-looking statements relating to the proposed merger include, but are not limited to: statements about the benefits of the proposed merger involving FirstEnergy and Allegheny, including future financial and operating results; FirstEnergy’s and Allegheny’s plans, objectives, expectations and intentions; the expected timing of completion of the transaction; and other statements relating to the merger that are not historical facts. Forward-looking statements involve estimates, expectations and projections and, as a result, are subject to risks and uncertainties. There can be no assurance that actual results will not materially differ from expectations. Important factors could cause actual results to differ materially from those indicated by such forward-looking statements. With respect to the proposed merger, these factors include, but are not limited to: risks and uncertainties relating to the ability to obtain the requisite FirstEnergy and Allegheny shareholder approvals; the risk that FirstEnergy or Allegheny may be unable to obtain governmental and regulatory approvals required for the merger, or required governmental and regulatory approvals may delay the merger or result in the imposition of conditions that could reduce the anticipated benefits from the merger or cause the parties to abandon the merger; the risk that a condition to closing of the merger may not be satisfied; the length of time necessary to consummate the proposed merger; the risk that the businesses will not be integrated successfully; the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected; disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers; the diversion of management time on merger-related issues; the effect of future regulatory or legislative actions on the companies; and the risk that the credit ratings of the combined company or its subsidiaries may be different from what the companies expect. These risks, as well as other risks associated with the merger, will be more fully discussed in the joint proxy statement/prospectus that will be included in the Registration Statement on Form S-4 that will be filed with the SEC in connection with the merger. Additional risks and uncertainties are identified and discussed in FirstEnergy’s and Allegheny’s reports filed with the SEC and available at the SEC’s website at www.sec.gov. Forward-looking statements included in this newsletter speak only as of the date of this newsletter. Neither FirstEnergy nor Allegheny undertakes any obligation to update its forward-looking statements to reflect events or circumstances after the date of this newsletter.
Additional Information and Where to Find It
In connection with the proposed merger between FirstEnergy and Allegheny, FirstEnergy will file with the SEC a Registration Statement on Form S-4 that will include a joint proxy statement of FirstEnergy and Allegheny and that also constitutes a prospectus of FirstEnergy. Allegheny and FirstEnergy will mail the joint proxy statement/prospectus to their respective stockholders. Allegheny and FirstEnergy urge investors and shareholders to read the joint proxy statement/prospectus regarding the proposed merger when it becomes available, as well as other documents filed with the SEC, because they will contain important information. You may obtain copies of all documents filed with the SEC regarding this proposed transaction, free of charge, at the SEC’s website (www.sec.gov). You may also obtain these documents, free of charge, from Allegheny’s website (www.alleghenyenergy.com) under the tab “Investors” and then under the heading “SEC Filings.” You may also obtain these documents, free of charge, from FirstEnergy’s website (www.firstenergycorp.com) under the tab “Investors” and then under the heading “Financial Information” and then under the item “SEC Filings.”
Participants in the Merger Solicitation
Allegheny, FirstEnergy and their respective directors, executive officers and certain other members of management and employees may be soliciting proxies from Allegheny and FirstEnergy shareholders in favor of the merger and related matters. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of Allegheny and FirstEnergy shareholders in connection with the proposed merger will be set forth in the joint proxy statement/prospectus when it is filed with the SEC. You can find information about Allegheny’s executive officers and directors in its definitive proxy statement filed with the SEC on March 20, 2009 and in its Annual Report on Form 10-K filed with the SEC on March 1, 2010. You can find information about FirstEnergy’s executive officers and directors in its definitive proxy statement filed with the SEC on April 1, 2009 and in its Annual Report on Form 10-K filed with the SEC on February 19, 2010. Additional information about Allegheny’s executive officers and directors and FirstEnergy’s executive officers and directors can be found in the above-referenced Registration Statement on Form S-4 when it becomes available. You can obtain free copies of these documents from Allegheny and FirstEnergy using the website information above.
         
Merger News   4   March 18, 2010