424B3 1 me_4244b3-092101.txt 424B3 Rule 424(b)(3) File Nos. 333-62967 333-62967-01 333-62967-02 PRICING SUPPLEMENT NO. 1, DATED SEPTEMBER 19, 2001 (to Prospectus dated August 11, 1999 and Prospectus Supplement dated August 11, 1999) METROPOLITAN EDISON COMPANY Medium-Term Notes, Series D, Tranche 1 Trade Date: September 19, 2001 Principal Amount: $100,000,000 Original Issue Date: September 24, 2001 Maturity Date: September 15, 2006 Interest Rate: 5.72% per annum, accruing from September 24, 2001 Interest Payment Dates: September 15 and March 15, semi- annually, commencing March 15, 2002 Regular Record Dates: So long as the Notes are issued in book-entry only form, the Regular Record Date will be the Business Day immediately preceding each Interest Payment Date. Otherwise, the Record Date will be the fifteenth calendar day next preceding each Interest Payment Date. Purchasers' Discounts or Commissions: $500,000 Proceeds to Company: $99,500,000 CUSIP Number: 59189HAA9 Additional Terms: The Notes are not redeemable prior to the Maturity Date. Plan of Distribution: The Notes have been sold to J. P. Morgan Securities Inc., ABN AMRO Incorporated and First Union Securities, Inc., as principals (collectively the "Purchasers"), for resale to the public. (See "Plan of Distribution of Notes" in the Prospectus Supplement). The Notes will be issued in book-entry only form. The Purchasers and their affiliates engage in various general financing and banking transactions with the Company and its affiliates. In particular, an affiliate of each of J. P. Morgan Securities Inc., ABN AMRO Incorporated and First Union Securities, Inc. is a lender to the Company. The Company will use a portion of the net proceeds to repay amounts outstanding under a credit facility and an affiliate of each of J. P. Morgan Securities Inc., ABN AMRO Incorporated and First Union Securities, Inc. will receive a portion of the amounts repaid thereunder. If more than 10% of the net proceeds are paid to an affiliate of one of the Purchasers, the offering will be conducted pursuant to Rule 2710(c)(8) of the Conduct Rules of the NASD. Certain legal matters will be passed upon for the Company by Thelen Reid & Priest LLP and for the Purchasers by Pillsbury Winthrop LLP. 2