-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JCGfsPMtf0Tv0MlAqS2T8qiex0lFZuDWV+ajwzT7Mtv6A+D21w4OBPwFNuGGxyS0 icN6iMCXC2Z8TWQfykRGrQ== 0000950127-96-000120.txt : 19961120 0000950127-96-000120.hdr.sgml : 19961120 ACCESSION NUMBER: 0000950127-96-000120 CONFORMED SUBMISSION TYPE: U-7D/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961031 FILED AS OF DATE: 19961118 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CLEVELAND ELECTRIC ILLUMINATING CO CENTRAL INDEX KEY: 0000020947 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 340150020 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: U-7D/A SEC ACT: 1935 Act SEC FILE NUMBER: 032-00409 FILM NUMBER: 96668414 BUSINESS ADDRESS: STREET 1: 55 PUBLIC SQ STREET 2: PO BOX 5000 CITY: CLEVELAND STATE: OH ZIP: 44101 BUSINESS PHONE: 2166229800 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SECURITY PACIFIC LEASING CORP CENTRAL INDEX KEY: 0001023849 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 952928333 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: U-7D/A BUSINESS ADDRESS: STREET 1: 555 CALIFORNIA STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 4156223530 MAIL ADDRESS: STREET 1: 555 CALIFORNIA ST CITY: SAN FRANCISCO STATE: CA ZIP: 94104 U-7D/A 1 FORM U-7D CERTIFICATE PURSUANT TO RULE 7(D) PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 AMENDMENT NO. 3 The undersigned certify that this certificate accurately summarizes, as required in the instructions hereto, the information requested as to the lease identified herein and the transactions for the financing thereof. 1. Lessees public-utility companies: The Cleveland Electric Illuminating Company P.O. Box 5000 55 Public Square Cleveland, OH 44101 The Toledo Edison Company 300 Madison Avenue Toledo, OH 43652 2. Date: The lease to which this certificate relates is dated as of September 30, 1987, as amended as of February 26, 1988. 2a. Expected date facility will be placed in service: The facility is currently in operation. 3. Regulatory authority which has acted on transaction: Name: 1. Public Utilities Commission of Ohio 2. Pennsylvania Public Utility Commission Date of Orders: 1. August 27, 1987 2. September 25, 1987 4. Initial term of lease: Twenty-nine years and three months from September 30, 1987 (subject to early termination by the lessees under certain circumstances after ten years). 4a. Renewal options: At the expiration of the lease term, the lessees will have the option to renew the lease for a fixed rate renewal term of not less than two years or for any number of fair market value renewal terms of not less than five years. 5. Brief Description of facility: The facility is the Bruce Mansfield Plant located in Shippingport, Pennsylvania, jointly owned as tenants in common by The Cleveland Illuminating Company, The Toledo Edison Company, Ohio Edison Company, Pennsylvania Power Company and Duquesne Light Company. The plant consists of three pulverized coal-fired electric generating units and their related common facilities. Two of the units have a capacity of 780 MW each and the third has a capacity of 800 MW. In the transaction which is the subject of this certificate, The Cleveland Electric Illuminating Company and the Toledo Edison Company have sold to and leased back from the lessor a 20% undivided interest in their collective interest in the facility. 6. Manufacturer or supplier: The turbines for all three units were manufactured by the General Electric Company. The boilers for all three units were manufactured by the Foster Wheeler Corporation. 7. Cost of facility: The cost to the lessor of its undivided interest in the facility was $204,720,000. 8. Basic rent: The total Basic Rent for the term of the Lease (exclusive of renewals) is $673,324,473.70 (as adjusted as of June 15, 1988). Basic Rent is subject to further adjustment under certain circumstances, none of which are based, directly or indirectly, on revenues or income of the lessees. 8a. Periodic installments: Basic Rent is payable in periodic installments as set forth in Schedule I to this certificate. 9. Holder of legal title to facility: Meridian Trust Company, not in its individual capacity but solely as Owner Trustee for Bruce Mansfield 1987 Trust B under a Trust Agreement between it and the beneficial owner named below. Address: 35 North 6th Street Reading, Pennsylvania 19601 10. Holder of beneficial interest: DFO Partnership c/o Security Pacific Leasing Corporation 555 California Street San Francisco, CA 94104 Amount Invested: $30,708,000 Percent of Equity: 100% Effective October 31, 1996, Ford Motor Credit Company, the previous holder of beneficial interest reported in the initial filing of the certificate on Form U-7D, transferred such beneficial interest to DFO Holding Company. Also effective October 31, 1996, DFO Holding Company transferred such beneficial interest to DFO Partnership. 11. If part or all of the financing is supplied by a loan on which only the principal and interest are payable, state: Amount borrowed: $174,012,000 Interest rate: The interest rate on the notes issued by the lessor will be 10.25% per annum with respect to the series due 2003 and 11.125% per annum with respect to the series due 2016. Interest is paid semi-annually in arrears commencing on March 30, 1988. Number of lenders: One. (The notes are held by CTC Mansfield Funding Corporation, which in turn issued its Secured Lease Obligation Bonds to the public in a registered public offering.) Terms of Repayment: The repayment of the notes will be in accordance with the amortization schedule set forth in Schedule II-A (series due 2003) and Schedule II-B (series due 2016) to this certificate. Date executed: November 15, 1996 Signature of holder of legal title: MERIDIAN TRUST COMPANY, not in its individual capacity but solely as owner trustee for Bruce Mansfield 1987 Trust B under a Trust Agreement between it and the beneficial owner named herein. By: /s/ Richard Smith Title: Vice President Date executed: November 15, 1996 Signature of holder of beneficial interest: DFO PARTNERSHIP By: Security Pacific Leasing Corporation, its managing general partner By: /s/ Steven Jacobs Title: Vice President
SCHEDULE I Basic Rent Payment Date Amount September 30, 1988 $ 9,434,793.75 March 30, 1989 11,020,633.30 September 30, 1989 9,434,793.75 March 30, 1990 11,020,633.30 September 30, 1990 9,434,793.75 March 30, 1991 11,020,633.30 September 30, 1991 9,434,793.75 March 30, 1992 11,020,633.30 September 30, 1992 9,434,793.75 March 30, 1993 11,020,633.30 September 30, 1993 9,434,793.75 March 30, 1994 11,020,633.30 September 30, 1994 9,434,793.75 March 30, 1995 11,020,633.30 September 30, 1995 9,434,793.75 March 30, 1996 11,020,633.30 September 30, 1996 9,434,793.75 March 30, 1997 11,020,633.30 September 30, 1997 9,434,793.75 March 30, 1998 11,020,633.30 September 30, 1998 9,434,793.75 March 30, 1999 15,566,283.75 September 30, 1999 9,121,553.75 March 30, 2000 15,879,523.75 September 30, 2000 8,776,180.00 March 30, 2001 16,224,897.50 September 30, 2001 8,395,443.75 March 30, 2002 16,605,633.75 September 30, 2002 7,975,655.00 March 30, 2003 35,457,298.76 September 30, 2003 6,569,201.25 March 30, 2004 18,431,876.25 September 30, 2004 6,569,201.25 March 30, 2005 18,431,876.25 September 30, 2005 6,569,201.25 March 30, 2006 18,431,876.25 September 30, 2006 6,569,201.25 March 30, 2007 17,472,701.37 September 30, 2007 7,528,376.13 March 30, 2008 17,182,710.11 September 30, 2008 7,818,367.39 March 30, 2009 17,510,069.97 September 30, 2009 7,491,007.53 March 30, 2010 17,863,297.16 September 30, 2010 7,137,780.35 March 30, 2011 18,243,200.69 September 30, 2011 6,757,876.82 March 30, 2012 18,651,284.11 September 30, 2012 6,349,793.39 March 30, 2013 19,090,366.43 September 30, 2013 5,910,711.08 March 30, 2014 22,991,401.88 September 30, 2014 2,009,675.63 March 30, 2015 24,014,290.00 September 30, 2015 986,787.50 March 30, 2016 18,544,961.25 September 30, 2016 205,846.87
SCHEDULE II-A Period Amount September 30, 1988 $0.00 March 30, 1989 0.00 September 30, 1989 0.00 March 30, 1990 0.00 September 30, 1990 0.00 March 30, 1991 0.00 September 30, 1991 0.00 March 30, 1992 0.00 September 30, 1992 0.00 March 30, 1993 0.00 September 30, 1993 0.00 March 30, 1994 0.00 September 30, 1994 0.00 March 30, 1995 0.00 September 30, 1995 0.00 March 30, 1996 0.00 September 30, 1996 0.00 March 30, 1997 0.00 September 30, 1997 0.00 March 30, 1998 0.00 September 30, 1998 0.00 March 30, 1999 6,112,000.00 September 30, 1999 0.00 March 30, 2000 6,739,000.00 September 30, 2000 0.00 March 30, 2001 7,429,000.00 September 30, 2001 0.00 March 30, 2002 8,191,000.00 September 30, 2002 0.00 March 30, 2003 27,443,000.00
SCHEDULE II-B September 30, 1988 $0.00 March 30, 1989 0.00 September 30, 1989 0.00 March 30, 1990 0.00 September 30, 1990 0.00 March 30, 1991 0.00 September 30, 1991 0.00 March 30, 1992 0.00 September 30, 1992 0.00 March 30, 1993 0.00 September 30, 1993 0.00 March 30, 1994 0.00 September 30, 1994 0.00 March 30, 1995 0.00 September 30, 1995 0.00 March 30, 1996 0.00 September 30, 1996 0.00 March 30, 1997 0.00 September 30, 1997 0.00 March 30, 1998 0.00 September 30, 1998 0.00 March 30, 1999 0.00 September 30, 1999 0.00 March 30, 2000 0.00 September 30, 2000 0.00 March 30, 2001 0.00 September 30, 2001 0.00 March 30, 2002 0.00 September 30, 2002 0.00 March 30, 2003 0.00 September 30, 2003 0.00 March 30, 2004 0.00 September 30, 2004 0.00 March 30, 2005 0.00 September 30, 2005 0.00 March 30, 2006 0.00 September 30, 2006 0.00 March 30, 2007 4,962,000.00 September 30, 2007 0.00 March 30, 2008 8,787,000.00 September 30, 2008 0.00 March 30, 2009 8,974,000.00 September 30, 2009 0.00 March 30, 2010 9,634,000.00 September 30, 2010 0.00 March 30, 2011 10,345,000.00 September 30, 2011 0.00 March 30, 2012 11,108,000.00 September 30, 2012 0.00 March 30, 2013 11,928,000.00 September 30, 2013 0.00 March 30, 2014 16,231,000.00 September 30, 2014 0.00 March 30, 2015 18,389,000.00 September 30, 2015 0.00 March 30, 2016 17,545,000.00 September 30, 2016 195,000.00
-----END PRIVACY-ENHANCED MESSAGE-----