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.
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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 well combine significant
parts of our companies. Thorough integration plans typically help post-merger operations
run more smoothly because groups understand how theyre 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, Alleghenys 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
FirstEnergy Allegheny
Building A Better Company
Merger Integration Team Members
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FirstEnergy |
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Allegheny Energy |
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Steering Committee
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Gary Leidich, Chair
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Curtis Davis, Lead |
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Lynn Cavalier
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Rodney Dickens |
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Mark Clark
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Ed Dudzinski |
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Chuck Jones
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David Feinberg |
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Leila Vespoli
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Eric Gleason |
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Team Managers
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Marty Hall, Lead
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David Fisfis, Lead |
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Program Office
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Ellen Boyd (Human Resources)
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Patty Giovannelli (Financial) |
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Betsy DuWaldt (Communications)
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Barbara Jameson (Human Resources) |
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Matt Richlovsky (Financial) |
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Eric Weaver (Analyst) |
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Corporate
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Rhonda Ferguson, Lead
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David Gray, Lead |
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Justin Biltz
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George Blankenship |
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Betsy DuWaldt
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Dan Dunlap |
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Karen Hall
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Craig Galligan |
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Kathy Kolich
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David Neurohr |
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David Winston |
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Distribution
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Mark Julian, Lead
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Dave McDonald, Lead |
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Mike Ferncez
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Mike Doran |
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Kaye Jendrisak
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Anne Grealy |
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Rick OCallaghan
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Jim Longacre |
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Ed Shuttleworth
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Jim Myers |
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Sally Simmons |
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Transmission
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Stan Szwed, Lead
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Jim Haney, Lead |
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John Martinez
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John Hilderbrand |
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John Stephens
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Rod Phillips |
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Finance
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Kelley Mendenhall, Lead
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Barry Pakenham, Lead |
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Amanda Curtis
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Ray Bummer |
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Jason Lisowski
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Linda Kladnik |
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Mike Swartz
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Mark Mader |
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Jon Taylor
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Dawn Ruffner |
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Kevin Warvell
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Brenda Trout |
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Fossil Generation/
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Frank Lubich, Lead
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George Farah, Lead |
Environmental
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Doug Hartman
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Jeannine Hammer |
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Doug Koch
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Pete Kotsenas |
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Dave Petro
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Jim Laughner |
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Brian Warnaka
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Eric Meyer |
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Steve Wilkes
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Sue Paouncic |
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Fuels/Dispatch
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Mark Fraley, Lead
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Mike Delmar, Lead |
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Bobby Brown
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Jill Leasure |
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Gary Yeager
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Robin Libbos |
Continued on page 3
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Merger News
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2
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March 18, 2010 |
Merger Integration Team Members (continued from page 2)
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FirstEnergy |
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Allegheny Energy |
Human Resources
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Jacquie Roth, Lead
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Todd Faulk, Lead |
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Peg Breetz
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Tom Boothe |
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Jim Deimling
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David Lutz |
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Mary Glance
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Warren Stough |
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IT
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Ernie Maley, Lead
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Rick Arthur, Lead |
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Scott Enterline
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Gunther Hehn |
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Scott Hipkins |
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Rhonda Lapadot |
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Supply Chain
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Randy Frame, Lead
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Jim Kauffman, Lead |
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Meghan Beringer
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Tim Butala |
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Cathy Shew
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Don Server |
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.
Its 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
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Legal questions John Luecken or Morgan Parke |
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FERC Policy and Compliance-related questions Alan Laurich |
Allegheny
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Legal questions David Fisfis or James Arcuri |
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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.
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Merger News
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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; FirstEnergys and Alleghenys 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 FirstEnergys and Alleghenys reports filed with the SEC and available at the
SECs 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 SECs website (www.sec.gov). You may also obtain these documents, free of charge, from
Alleghenys 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 FirstEnergys 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 Alleghenys
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 FirstEnergys 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 Alleghenys executive officers and directors and
FirstEnergys 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.
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Merger News
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4
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March 18, 2010 |