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) July 27, 2004
Commission Registrant; State of Incorporation; I.R.S. Employer
File Number Address; and Telephone Number Identification No.
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333-21011 FIRSTENERGY CORP. 34-1843785
(An Ohio Corporation)
76 South Main Street
Akron, Ohio 44308
Telephone (800)736-3402
Item 5. Other Events
On July 27, 2004, FirstEnergy Corp. issued a press release announcing
that it has reached an agreement that resolves all pending securities and
derivative lawsuits filed against the Company and certain of its officers and
directors. The lawsuits alleged violations of federal securities laws and
related state laws in connection with events related to FirstEnergy, including
the extended outage at the Davis-Besse Nuclear Power Station; the August 14,
2003, regional power outage; and financial restatements related to changed
accounting treatments for transition assets being recovered in Ohio.
The settlement agreement, which does not constitute any admission of
wrongdoing and is subject to court approval, provides for a total settlement
payment of $89.9 million. Of that amount, the Company's insurance carriers will
pay $71.92 million, based on a contractual pre-allocation, and the Company will
pay $17.98 million, which will result in a charge against FirstEnergy's second
quarter earnings of $0.03 per share of common stock.
The federal securities cases were consolidated into a single action,
as were the federal derivative cases. Those actions are pending in federal court
in Akron. Two state court derivative cases also are pending. The settlements are
subject to final court approval. A copy of the press release is attached as
Exhibit 99 hereto and is incorporated by reference.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits
(c) Exhibits.
Exhibit No. Description
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99 Press Release issued by FirstEnergy Corp., dated
July 27, 2004
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), adverse regulatory or legal decisions and the outcome of
governmental investigations (including revocation of necessary licenses or
operating permits), availability and cost of capital, the continuing
availability and operation of generating units, the inability to accomplish or
realize anticipated benefits of strategic goals, the ability to improve electric
commodity margins and to experience growth in the distribution business, the
ability to access the public securities 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 that outage, the final outcome in the proceeding related to
FirstEnergy's Application related to its Rate Stabilization Plan, the risks and
other factors discussed from time to time in FirstEnergy's Securities and
Exchange Commission filings, including its annual report on Form 10-K (as
amended) for the year ended December 31, 2003 and Form 10-Q for the quarter
ended March 31, 2004, and other similar factors. FirstEnergy expressly disclaims
any current intention to update any forward-looking statements contained in this
document as a result of new information, future events, or otherwise.
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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.
July 27, 2004
FIRSTENERGY CORP.
Registrant
/s/ Harvey L. Wagner
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Harvey L. Wagner
Vice President, Controller
and Chief Accounting Officer
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