Attached files
| file | filename |
|---|---|
| EX-10.1 - AGREEMENT AND PLAN OF MERGER - AMENDMENT NO. 1 - ALLEGHENY ENERGY, INC | dex101.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
June 9, 2010 (June 4, 2010)
Date of report (Date of earliest event reported)
ALLEGHENY ENERGY, INC.
(Exact name of registrant as specified in charter)
| Maryland | 1-267 | 13-5531602 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 800 Cabin Hill Drive Greensburg, Pennsylvania |
15601-1689 | |
| (Address of principal executive of offices) | (Zip code) |
Registrant’s telephone number, including area code: (724) 837-3000
N/A
(Former name or former address, if changed since last report.)
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:
| ¨ | 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) |
| ¨ | 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 June 4, 2010, Allegheny Energy, Inc. (“Allegheny Energy”) entered into Amendment No. 1 (the “Amendment”) to that certain Agreement and Plan of Merger, dated as of February 10, 2010, by and among FirstEnergy Corp. (“FirstEnergy”), Element Merger Sub, Inc. (“Merger Sub”) and Allegheny Energy (the “Merger Agreement”). The Amendment clarifies the FirstEnergy shareholder approvals required to be obtained in connection with the transactions contemplated by the Merger Agreement, and addresses certain related matters. The Amendment is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 10.1 | Amendment No. 1, dated as of June 4, 2010, to the Agreement and Plan of Merger, dated as of February 10, 2010, by and among FirstEnergy Corp., Element Merger Sub, Inc., and Allegheny Energy, Inc. |
SIGNATURES
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 hereunto duly authorized.
| ALLEGHENY ENERGY, INC. | ||||
| Dated: June 9, 2010 | By: | DAVID M. FEINBERG | ||
| Name: | David M. Feinberg | |||
| Title: | Vice President, General Counsel & Secretary | |||
EXHIBIT INDEX
| Exhibit |
Description | |
| 10.1 | Amendment No. 1, dated as of June 4, 2010, to the Agreement and Plan of Merger, dated as of February 10, 2010, by and among FirstEnergy Corp., Element Merger Sub, Inc., and Allegheny Energy, Inc. |