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) August 9, 2006
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Commission
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Registrant;
State of Incorporation;
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I.R.S.
Employer
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File
Number
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Address;
and Telephone Number
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Identification
No.
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333-21011
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FIRSTENERGY
CORP.
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34-1843785
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(An
Ohio Corporation)
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76
South Main Street
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Akron,
OH 44308
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Telephone
(800)736-3402
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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.):
[
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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)
[
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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
August 10, 2006,
FirstEnergy Corp. repurchased 10.6 million shares, or 3.2%, of its outstanding
common stock at an initial price of $56.44, or a total initial purchase price
of
$600 million, pursuant to an accelerated share repurchase agreement, dated
August 9, 2006, with J.P. Morgan Securities Inc., as agent for JPMorgan Chase
Bank, National Association, London Branch. The final purchase price is subject
to a contingent purchase price adjustment based on the volume weighted average
price of the equivalent number of shares to be purchased by J.P. Morgan over
a
subsequent purchase period of up to seven months, as well as other purchase
price adjustments in the event of an extraordinary cash dividend or other
dilution events. The agreement may be terminated by J.P. Morgan under certain
circumstances including a share de-listing event, a merger event,
nationalization or a distribution termination event as those terms are described
in the agreement. The agreement contains customary representations and
warranties, covenants and conditions and indemnification
provisions.
FirstEnergy
acquired
these shares as part of its previously announced authorization to repurchase
up
to 12 million shares of its common stock. The acquisition, which will
immediately reduce the base for calculating earnings per share, was funded
with
short-term debt.
Item
9.01
Financial Statements and Exhibits.
(d)
Exhibits.
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Exhibit
No.
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Description
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99.1
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Press
Release
issued by FirstEnergy Corp., dated August 10,
2006
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Forward-Looking
Statements: 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, the continued
ability of the registrant’s regulated utilities to collect transition and other
charges or to recover increased transmission costs, maintenance costs being
higher than anticipated, legislative and regulatory changes (including revised
environmental requirements), and the legal and regulatory changes resulting
from
the implementation of the Energy Policy Act of 2005 (including, but not limited
to, the repeal of the Public Utility Holding Company Act of 1935), the
uncertainty of the timing and amounts of the capital expenditures needed
to,
among other things, implement the Air Quality Compliance Plan (including
that
such amounts could be higher than anticipated) or levels of emission reductions
related to the Consent Decree resolving the New Source Review litigation,
adverse regulatory or legal decisions and outcomes (including, but not limited
to, the 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, the Nuclear Regulatory Commission and the various state
public utility commissions as disclosed in the registrant’s Securities and
Exchange Commission filings, generally, and with respect to the Davis-Besse
Nuclear Power Station outage and heightened scrutiny at the Perry Nuclear
Power
Plant in particular, the timing and outcome of various proceedings before
the
Public Utilities Commission of Ohio (including, but not limited to, the
successful resolution of the issues remanded to the PUCO by the Ohio Supreme
Court regarding the Rate Stabilization Plan) and the Pennsylvania Public
Utility
Commission, including the transition rate plan filings for Met-Ed and Penelec,
the continuing availability and operation of generating units, the ability
of
generating units to continue to operate at, or near full capacity, the inability
to accomplish or realize anticipated benefits from strategic goals (including
employee workforce initiatives), the anticipated benefits from voluntary
pension
plan contributions, 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 and the cost of such capital, the outcome,
cost and other effects of present and potential legal and administrative
proceedings and claims related to the August 14, 2003 regional power outages,
the successful completion of the share repurchase program announced August
10,
2006, the risks and other factors discussed from time to time in the
registrant’s Securities and Exchange Commission filings, including the
registrant’s annual report on Form 10-K for the year ended December 31, 2005,
and other similar factors. The registrant expressly disclaims 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, the Registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto
duly
authorized.
August
10,
2006
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FIRSTENERGY
CORP.
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Registrant
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By:
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/s/
Harvey L.
Wagner
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Harvey
L.
Wagner
Vice
President, Controller and
Chief
Accounting Officer
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