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 8, 2002
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
FirstEnergy Corp. and NRG Energy announced agreements on November 29,
2001, under which NRG, through an affiliate, would purchase four predominantly
coal-fired power plants located along Lake Erie from subsidiaries of
FirstEnergy, including The Cleveland Electric Illuminating Company (CEI) and The
Toledo Edison Company (TE), for $1.5 billion. FirstEnergy had originally planned
to optionally redeem outstanding long-term debt and preferred stock aggregating
approximately $1.0 billion ($411.9 million applicable to CEI and $144.1 million
applicable to TE) in the second half of 2002 with the proceeds from the sale to
NRG.
On August 8, 2002, FirstEnergy notified NRG Energy and its NRG Able
Acquisition LLC affiliate that the agreements have been canceled because of the
affiliate's anticipatory breach of the agreements.
FirstEnergy also notified NRG and its affiliate that FirstEnergy is
reserving the right to pursue legal action against NRG, its affiliate, and its
parent Xcel Energy for damages and other relief, based on the anticipatory
breach of the agreements.
In response, on August 8, 2002, NRG advised FirstEnergy of its
position that it did not commit an anticipatory breach of the agreements and
that FirstEnergy's cancellation was not permitted under the terms of the
agreements.
On August 9, 2002, FirstEnergy reiterated its position as to NRG's
anticipatory breach and reminded NRG of certain of the specific actions NRG's
representative took in repudiating the agreements.
FirstEnergy will pursue all opportunities to maximize the value of
these units to shareholders including discussions with other parties who have
expressed an interest in purchasing the plants. FirstEnergy believes that an
agreement can be reached with a buyer on a timely basis and that no impairment
of these assets is appropriate.
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, legislative and regulatory changes (including revised environmental
requirements), the availability and cost of capital, ability to accomplish or
realize anticipated benefits from strategic initiatives and other similar
factors.
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.
August 12, 2002
FIRSTENERGY CORP.
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Registrant
THE CLEVELAND ELECTRIC
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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