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) November 13, 2003
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, Ohio 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
Item 5. Other Events
On November 13, 2003, FirstEnergy Corp. announced that it has reached
an agreement with NRG Energy, Inc., with regard to a never-completed sale of
four FirstEnergy power plants to NRG Energy. Under the agreement, FirstEnergy's
claim against NRG Energy would be allowed in the amount of $396 million, subject
to U.S. Bankruptcy Court approval and required authorization from the Federal
Energy Regulatory Commission.
NRG Energy and certain of its subsidiaries filed voluntary bankruptcy
petitions in U.S. Bankruptcy Court in the Southern District of New York in May
2003. Pursuant to NRG Energy's proposed Plan of Reorganization, FirstEnergy, as
an unsecured creditor, would receive a settlement value of approximately 50
cents on the dollar, or an estimated value of $198 million, with payment in the
form of cash, notes and common stock, as indicated below:
o 12% in cash, or $23.8 million,
o 15.2% in notes, with an estimated value of $30.2 million, and
o 72.8% in new NRG Energy common stock, which is expected to
be issued by the reorganized company. Based on the stock's nominal
value as estimated in the Plan of Reorganization, the shares
allocated to FirstEnergy would be worth approximately $144 million.
The actual market value of the shares will be determined after
trading begins in the public market.
The settlement is related to NRG Energy's guarantee of obligations of
its Able Acquisitions LLC affiliate's 2002 agreement to buy the Ashtabula, Bay
Shore, Eastlake, and Lakeshore plants, which are owned by FirstEnergy's
Cleveland Electric Illuminating Company and Toledo Edison Company subsidiaries,
for $1.5 billion. The sale was never completed.
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," "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, availability and cost of capital, inability of
the Davis-Besse Nuclear Power Station to restart (including because of any
inability to obtain a favorable final determination from the Nuclear Regulatory
Commission) in the fall of 2003, inability to accomplish or realize anticipated
benefits of strategic goals, 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, a denial
of or material change to the Company's Application related to its Rate
Stabilization Plan, 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, 2002, its Form
10-Q for the quarter ended June 30, 2003 and under "Risk Factors" in the
Prospectus Supplement dated September 12, 2003 to the Prospectus dated August
29, 2003 (which was part of the Registration Statement-SEC File No. 333-103865)
and other similar factors.
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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.
November 13, 2003
FIRSTENERGY CORP.
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Registrant
THE CLEVELAND ELECTRIC
----------------------
ILLUMINATING COMPANY
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Registrant
THE TOLEDO EDISON COMPANY
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Registrant
/s/ Harvey L. Wagner
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Harvey L. Wagner
Vice President, Controller
and Chief Accounting Officer
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