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0000930413-08-005619.txt : 20080922
0000930413-08-005619.hdr.sgml : 20080922
20080919211258
ACCESSION NUMBER: 0000930413-08-005619
CONFORMED SUBMISSION TYPE: S-3ASR
PUBLIC DOCUMENT COUNT: 39
FILED AS OF DATE: 20080922
DATE AS OF CHANGE: 20080919
EFFECTIVENESS DATE: 20080922
FILER:
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: S-3ASR
SEC ACT: 1933 Act
SEC FILE NUMBER: 333-153608-05
FILM NUMBER: 081081347
BUSINESS ADDRESS:
STREET 1: 76 SOUTH MAIN STREET
STREET 2: C/O FIRSTENERGY CORP.
CITY: AKRON
STATE: OH
ZIP: 44308-1890
BUSINESS PHONE: 330-761-7837
MAIL ADDRESS:
STREET 1: 76 SOUTH MAIN STREET
STREET 2: C/O FIRSTENERGY CORP.
CITY: AKRON
STATE: OH
ZIP: 44308-1890
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: JERSEY CENTRAL POWER & LIGHT CO
CENTRAL INDEX KEY: 0000053456
STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911]
IRS NUMBER: 210485010
STATE OF INCORPORATION: NJ
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: S-3ASR
SEC ACT: 1933 Act
SEC FILE NUMBER: 333-153608-03
FILM NUMBER: 081081344
BUSINESS ADDRESS:
STREET 1: 76 SOUTH MAIN STREET
STREET 2: C/O FIRSTENERGY CORP.
CITY: AKRON
STATE: OH
ZIP: 44308-1890
BUSINESS PHONE: 330-761-7837
MAIL ADDRESS:
STREET 1: 76 SOUTH MAIN STREET
STREET 2: C/O FIRSTENERGY CORP.
CITY: AKRON
STATE: OH
ZIP: 44308-1890
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: METROPOLITAN EDISON CO
CENTRAL INDEX KEY: 0000065350
STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911]
IRS NUMBER: 230870160
STATE OF INCORPORATION: PA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: S-3ASR
SEC ACT: 1933 Act
SEC FILE NUMBER: 333-153608-02
FILM NUMBER: 081081343
BUSINESS ADDRESS:
STREET 1: 76 SOUTH MAIN STREET
STREET 2: C/O FIRSTENERGY CORP.
CITY: AKRON
STATE: OH
ZIP: 44308-1890
BUSINESS PHONE: 330-761-7837
MAIL ADDRESS:
STREET 1: 76 SOUTH MAIN STREET
STREET 2: C/O FIRSTENERGY CORP.
CITY: AKRON
STATE: OH
ZIP: 44308-1890
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: OHIO EDISON CO
CENTRAL INDEX KEY: 0000073960
STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911]
IRS NUMBER: 340437786
STATE OF INCORPORATION: OH
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: S-3ASR
SEC ACT: 1933 Act
SEC FILE NUMBER: 333-153608-06
FILM NUMBER: 081081348
BUSINESS ADDRESS:
STREET 1: 76 SOUTH MAIN STREET
STREET 2: C/O FIRSTENERGY CORP.
CITY: AKRON
STATE: OH
ZIP: 44308-1890
BUSINESS PHONE: 330-761-7837
MAIL ADDRESS:
STREET 1: 76 SOUTH MAIN STREET
STREET 2: C/O FIRSTENERGY CORP.
CITY: AKRON
STATE: OH
ZIP: 44308-1890
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: PENNSYLVANIA ELECTRIC CO
CENTRAL INDEX KEY: 0000077227
STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911]
IRS NUMBER: 250718085
STATE OF INCORPORATION: PA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: S-3ASR
SEC ACT: 1933 Act
SEC FILE NUMBER: 333-153608-01
FILM NUMBER: 081081342
BUSINESS ADDRESS:
STREET 1: 76 SOUTH MAIN STREET
STREET 2: C/O FIRSTENERGY CORP.
CITY: AKRON
STATE: OH
ZIP: 44308-1890
BUSINESS PHONE: 330-761-7837
MAIL ADDRESS:
STREET 1: 76 SOUTH MAIN STREET
STREET 2: C/O FIRSTENERGY CORP.
CITY: AKRON
STATE: OH
ZIP: 44308-1890
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: TOLEDO EDISON CO
CENTRAL INDEX KEY: 0000352049
STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911]
IRS NUMBER: 344375005
STATE OF INCORPORATION: OH
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: S-3ASR
SEC ACT: 1933 Act
SEC FILE NUMBER: 333-153608-04
FILM NUMBER: 081081346
BUSINESS ADDRESS:
STREET 1: 76 SOUTH MAIN STREET
STREET 2: C/O FIRSTENERGY CORP.
CITY: AKRON
STATE: OH
ZIP: 44308-1890
BUSINESS PHONE: 330-761-7837
MAIL ADDRESS:
STREET 1: 76 SOUTH MAIN STREET
STREET 2: C/O FIRSTENERGY CORP.
CITY: AKRON
STATE: OH
ZIP: 44308-1890
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: FIRSTENERGY CORP
CENTRAL INDEX KEY: 0001031296
STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911]
IRS NUMBER: 341843785
STATE OF INCORPORATION: OH
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: S-3ASR
SEC ACT: 1933 Act
SEC FILE NUMBER: 333-153608
FILM NUMBER: 081081345
BUSINESS ADDRESS:
STREET 1: 76 SOUTH MAIN ST
CITY: AKRON
STATE: OH
ZIP: 44308-1890
BUSINESS PHONE: 330-761-7837
MAIL ADDRESS:
STREET 1: 76 SOUTH MAIN ST
CITY: AKRON
STATE: OH
ZIP: 44308-1890
S-3ASR
1
c54999_s3asr.htm
c54999_s3asr.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing
As filed with the Securities and Exchange Commission on September 22, 2008
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________________________
Ohio |
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FirstEnergy
Corp. |
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34-1843785 |
(State or other
jurisdiction of |
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(Exact name of
registrant as |
|
(I.R.S. Employer |
incorporation or organization) |
|
specified in its charter) |
|
Identification Number) |
76 South Main Street
Akron, Ohio 44308
(330) 384-5620
(Address, including zip code, and telephone number, including area code, of
registrants principal executive offices)
Ohio
|
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Ohio Edison Company
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34-0437786
|
Ohio
|
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The Cleveland Electric Illuminating Company
|
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34-0150020
|
Ohio
|
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The Toledo Edison Company
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34-4375005
|
New Jersey
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Jersey Central Power & Light Company
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21-0485010
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Pennsylvania
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Metropolitan Edison Company
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23-0870160
|
Pennsylvania
|
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Pennsylvania Electric Company
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25-0718085
|
(State or other jurisdiction of |
|
(Exact name of registrant as |
|
(I.R.S. Employer |
incorporation or organization) |
|
specified in its charter) |
|
Identification Number) |
c/o FirstEnergy Corp.
76 South Main Street
Akron, Ohio 44308
(330) 384-5620
(Address, including zip code, and telephone number, including area code, of
registrants principal executive offices)
____________________________
Rhonda S. Ferguson
Corporate Secretary
FirstEnergy Corp.
76 South Main Street
Akron, Ohio 44308
(330) 384-5620
(Name, address, including zip code, and telephone number, including area code, of agent for service of process)
With a copy to:
Lucas F. Torres, Esq.
Akin Gump Strauss Hauer & Feld LLP
590 Madison Ave
New York, NY 10022
(212) 872-1000
____________________________
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement, as determined
by market conditions and other factors.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans, check the following box. x
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. o
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. o
If this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule
462(e) under the Securities Act, check the following box. x
If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the following box. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act of 1934, as amended. (Check one):
Large accelerated filer
x |
Accelerated filer
o |
|
Non-accelerated filer
o |
Smaller reporting company
o |
(Do not check if a smaller reporting company) |
|
CALCULATION OF REGISTRATION FEE
|
Amount to be registered(1); |
|
Title of each class of |
Proposed maximum offering price per unit(1); |
Amount of |
securities to be registered |
Proposed maximum aggregate offering price(1) |
registration fee(2) |
FirstEnergy Corp. (FirstEnergy)
Common Stock
Preferred Stock
Debt Securities
Warrants
Share Purchase Contracts
Share Purchase Units
Ohio Edison Company (OE)
Debt Securities
The Cleveland Electric Illuminating Company (CEI)
Debt Securities
The Toledo Edison Company (TE)
Debt Securities
Jersey Central Power & Light Company (JCP&L)
Debt Securities
Metropolitan Edison Company (Met-Ed)
Debt Securities
Pennsylvania Electric Company (Penelec)
Debt Securities
|
(1) |
An unspecified number or amount and
aggregate initial offering price of the securities of each identified class
is being registered as may from time to time be offered by FirstEnergy, OE,
CEI, TE, JCP&L, Met-Ed, and
Penelec at unspecified prices, including an indeterminate number or amount of
securities that may be issued upon exercise, settlement, exchange or conversion
of securities offered hereunder. Separate consideration may or may not be
received for securities that are issuable upon exercise, settlement, conversion
or exchange of other securities. |
|
(2) |
In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended, the registrants are deferring payment of all of the registration fee, except for $5,350 that OE and FirstEnergy
are entitled to offset pursuant to Rule 457(p) for fees paid with respect to unsold securities having an aggregate initial offering price of $50,000,000 registered pursuant to Registration Statement No. 333- 133117 filed by OE on April 7, 2006.
In connection with the securities offered hereby, except for the application of these previously-paid fees, the registrants will pay pay-as-you-go registration fees in accordance with Rule 456(b). |
|
Explanatory Note
This registration statement
contains the following seven base prospectuses for use in connection with offerings
by the respective companies:
|
1. |
A base prospectus for use by FirstEnergy Corp. (FirstEnergy) in connection with the offer and sale from time to time of its common stock, preferred stock, debt securities, warrants, share
purchase contracts and share purchase units. |
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2. |
A base prospectus for use by Ohio Edison Company (OE) in connection with the offer and sale from time to time of its debt securities. OE is a wholly-owned subsidiary of FirstEnergy. |
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3. |
A base prospectus for use by The Cleveland Electric Illuminating Company (CEI) in connection with the offer and sale from time to time of its debt securities. CEI is a wholly-owned subsidiary of
FirstEnergy. |
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4. |
A base prospectus for use by The Toledo Edison Company (TE) in connection with the offer and sale from time to time of its debt securities. TE is a wholly-owned subsidiary of
FirstEnergy. |
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5. |
A base prospectus for use by Jersey Central Power & Light Company (JCP&L) in connection with the offer and sale from time to time of its debt securities. JCP&L is a wholly-owned
subsidiary of FirstEnergy. |
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6. |
A base prospectus for use by Metropolitan Edison Company (Met-Ed) in connection with the offer and sale from time to time of its debt securities. Met-Ed is a wholly-owned subsidiary of
FirstEnergy. |
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7. |
A base prospectus for use by Pennsylvania Electric Company (Penelec) in connection with the offer and sale from time to time of its debt securities. Penelec is a wholly-owned subsidiary of
FirstEnergy. |
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Each offering of securities made under this registration statement will be made pursuant to one of these prospectuses, with the specific terms of the securities offered thereby set forth in a
prospectus supplement.
Additionally, this combined registration statement is separately filed by FirstEnergy, OE, CEI, TE, JCP&L, Met-Ed and Penelec. The registration statement of each of the respective registrants consists of the prospectus of such registrant (including the documents incorporated therein by reference) and the information set forth in Part II of this registration
statement that is applicable to such registrant. Each registrant makes no representation as to information relating to the other registrants.
PROSPECTUS
![](firstenergy.jpg)
Common Stock
Preferred Stock
Debt Securities
Warrants
Share Purchase Contracts
Share Purchase Units
This prospectus relates to common stock, preferred stock, debt securities, warrants, share purchase contracts, and share purchase units that FirstEnergy Corp. may offer from time to time. The
securities may be offered in one or more series and in an amount or number, at prices and on other terms and conditions that we will determine at the time of the offering.
We will provide specific terms of these offerings and securities in supplements to this prospectus. You should read carefully this prospectus, the information incorporated by reference in this
prospectus and any prospectus supplement before you invest. This prospectus may not be used to offer or sell any securities unless accompanied by a prospectus supplement.
Our common stock is listed on the New York Stock Exchange, or NYSE, under the trading symbol FE.
Investing in these securities involves certain risks. See Risk Factors on page 1 to read about factors you should consider before buying our securities.
We may offer these securities directly or through underwriters, agents or dealers. The supplements to this prospectus will describe the terms of any particular plan of distribution, including any
underwriting arrangements. See the Plan of Distribution section beginning on page 13 of this prospectus for more information.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus.
Any representation to the contrary is a criminal offense.
This prospectus is dated September 22, 2008
TABLE OF CONTENTS
You should rely only on the information contained in this document or to which we have referred you. We have not authorized anyone to provide you with information that is different. This
document may only be used where it is legal to sell our securities.
i
ABOUT THIS PROSPECTUS
This prospectus is a part of a registration statement that we filed with the Securities and Exchange Commission, or the SEC, utilizing an automatic shelf registration process. We may use this
prospectus to offer and sell from time to time any one or a combination of the securities described in this prospectus in one or more offerings. This prospectus provides you with a general description
of the securities we may offer. Each time we sell securities, we will describe in an accompanying prospectus supplement the type, amount or number and other terms and conditions of the securities
being offered, the price at which the securities are being offered, and the plan of distribution for the securities. The specific terms of the offered securities may vary from the general terms of the
securities described in this prospectus, and accordingly the description of the securities contained in this prospectus is subject to, and qualified by reference to, the specific terms of the offered
securities contained in the accompanied prospectus supplement. Our business, financial condition, results of operations and prospects may have changed since that date. The prospectus supplement
may also add, update or change information contained in this prospectus. including information about us, contained in this prospectus. You should assume that the information contained or
incorporated by reference in this prospectus or any prospectus supplement is accurate only as of the date on the front cover of the applicable document. Therefore, for a complete understanding of
the offered securities, you should read both this prospectus and any prospectus supplement together with additional information described under the heading Where You Can Find More
Information.
For more detailed information about the securities, you can also read the exhibits to the registration statement. Those exhibits have been either filed with the registration statement or
incorporated by reference to earlier SEC filings listed in the registration statement.
In this prospectus, unless the context indicates otherwise, the words FirstEnergy, the company, we, our, ours and us refer to FirstEnergy Corp. and its consolidated subsidiaries.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements contained in this prospectus and incorporated by reference into this prospectus are forward-looking statements within the meaning of Section 27A of the Securities Act of
1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These statements include declarations regarding our or our
managements intents, beliefs and current expectations. In some cases, you can identify forward-looking statements by terminology such as may, will, should, expects, plans, anticipates,
believes, estimates, predicts, potential or continue or the negative of such terms or other comparable terminology. Forward-looking statements are not guarantees of future performance,
and actual results could differ materially from those indicated by the forward-looking statements. Forward-looking statements involve estimates, assumptions, known and unknown risks, uncertainties
and other factors that may cause our or our industrys actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or
achievements expressed or implied by such forward-looking statements.
The forward-looking statements contained and incorporated by reference herein are qualified in their entirety by reference to the following important factors, which are difficult to predict, contain
uncertainties, are beyond our control and may cause actual results to differ materially from those contained in forward-looking statements:
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the speed and nature of increased competition in the electric utility industry and legislative and regulatory changes affecting how generation rates will be determined following the expiration of
existing rate plans in Ohio and Pennsylvania; |
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the impact of the rulemaking process of Public Utilities Commission of Ohio, or PUCO, on the Ohio companies July 2008 Electric Security Plan and Market Rate Offer filings; |
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economic or weather conditions affecting future sales and margins; |
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changes
in markets for energy services; |
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changing energy and commodity market prices and availability;
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ii
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replacement power costs being higher than anticipated or inadequately hedged; |
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the continued ability of FirstEnergys regulated utilities to collect transition and other charges or to recover increased transmission costs; |
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maintenance costs being higher than anticipated; |
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other legislative and regulatory changes, revised environmental requirements, including possible greenhouse gases emission regulations; |
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the impact of the U.S. Court of Appeals July 11, 2008 decision to vacate the Clean Air Interstate Rules and the scope of any laws, rules or regulations that may ultimately take their place; |
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the uncertainty of the timing and amounts of the capital expenditures needed to, among other things, implement our 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 or other potential regulatory initiatives; |
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adverse regulatory or legal decisions and outcomes (including, but not limited to, the revocation of necessary licenses or operating permits and oversight) by the Nuclear Regulatory Commission
(including, but not limited to, the Demand for Information issued to FirstEnergy Nuclear Operating Company on May 14, 2007); |
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the timing and outcome of various proceedings before:
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the PUCO (including, but not limited to, the distribution rate cases and the generation supply plan filing for our Ohio operating subsidiaries and the successful resolution of the issues
remanded to the PUCO by the Ohio Supreme Court regarding the Rate Stabilization Plan and Rate Certainty Plan including the deferral of fuel costs); and |
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the Pennsylvania Public Utility Commission (including the resolution of the Petitions for Review filed with the Commonwealth Court of Pennsylvania with respect to the transition rate
plan for Metropolitan Edison Company and Pennsylvania Electric Company);
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the continuing availability of generating units and their ability to operate at, or near full capacity; |
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the changing market conditions that could affect the value of assets held in our nuclear decommissioning trusts, pension trusts and other trust funds; |
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our ability to comply with applicable state and federal reliability standards; |
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the ability to accomplish or realize anticipated benefits from strategic goals (including employee workforce initiatives); |
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the ability to improve electric commodity margins and to experience growth in the distribution business; |
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the ability to access the public securities and other capital markets and the cost of such capital; |
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the risks and other factors discussed from time to time in our filings with the SEC, including our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q incorporated herein
by reference and in this prospectus or any prospectus supplement under the heading Risk Factors; and |
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other similar factors.
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Any forward-looking statements speak only as of the date of this prospectus, and we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the
date on which such statements are made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict all of such factors, nor can
we assess the impact of any such factors on our business or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-
looking statements. The foregoing review of factors should not be construed as exhaustive.
iii
THE COMPANY
We are a diversified energy company headquartered in Akron, Ohio. Our subsidiaries and affiliates are involved in the generation, transmission and distribution of electricity, as well as energy
management and other energy-related services. Our seven electric utility operating companies comprise the nations fifth largest investor-owned electric system, based on 4.5 million customers served
within a 36,100-square-mile area of Ohio, Pennsylvania and New Jersey; and our generation subsidiaries control more than 14,000 megawatts of capacity.
We are a Ohio corporation, and our principal executive offices are located at 76 South Main Street, Akron, Ohio 44308. Our telephone number is (330) 384-5620.
RISK FACTORS
Investing in our securities involves risks. Before purchasing any securities we offer, you should carefully consider the risk factors that are incorporated by reference herein from the section
captioned Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2007 and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2008 and June 30,
2008, together with all of the other information included in this prospectus and any prospectus supplement and any other information that we have incorporated by reference, including annual,
quarterly and other reports filed with the SEC subsequent to the date hereof. Any of these risks, as well as other risks and uncertainties, could harm our financial condition, results of operations or
cash flows. See also Cautionary Note Regarding Forward-Looking Statements in this prospectus.
USE OF PROCEEDS
We intend to use the net proceeds we receive from issuance of the securities offered under this prospectus for general corporate purposes, unless otherwise specified in the prospectus supplement
relating to a specific issue of securities. General corporate purposes may include, but are not limited to, financing and operating activities, capital expenditures, acquisitions, maintenance of our assets
and refinancing our existing indebtedness.
RATIO OF EARNINGS TO FIXED CHARGES
The following table contains our consolidated ratio of earnings to fixed charges for the periods indicated. You should read these ratios in connection with our consolidated financial statements,
including the notes to those statements, incorporated by reference in this prospectus. We have not presented a ratio of earnings to combined fixed charges and preferred stock dividends because we
did not have preferred stock outstanding during any such periods. Therefore, our ratio of earnings to combined fixed charges and preferred dividends for any given period is equivalent to our ratio of
earnings to fixed charges.
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Year Ended December 31, |
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Six Months Ended June 30, |
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2003 |
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2004 |
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2005 |
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2006 |
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2007 |
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2007 |
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2008 |
Consolidated Ratio of Earnings to Fixed Charges(1) |
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1.75 |
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2.64 |
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2.74 |
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3.14 |
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3.21 |
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3.11 |
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2.82 |
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(1) |
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Earnings for purposes of the calculation of Ratio of Earnings to Fixed Charges have been computed by adding to Income before extraordinary items total interest and other charges, before
reduction for amounts capitalized and deferred, provision for income taxes and the estimated interest element of rentals charged to income. Fixed charges include interest on long-term debt,
other interest expense, subsidiaries preferred stock dividend requirements and the estimated interest element of rentals charged to income.
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1
DESCRIPTION OF COMMON STOCK AND PREFERRED STOCK
Certain provisions of our Amended Articles of Incorporation and Amended Code of Regulations are summarized or referred to below. The summaries are merely an outline, do not purport to
be complete, do not relate to or give effect to the provisions of statutory or common law, and are qualified in their entirety by express reference to our Amended Articles of Incorporation and
Amended Code of Regulations.
We are authorized by our Amended Articles of Incorporation to issue 375,000,000 shares of common stock, par value $.10 per share, of which 304,835,407 shares were issued and outstanding as
of August 14, 2008. The common stock currently outstanding is, and the common stock offered pursuant to this prospectus will be, fully paid and non-assessable.
We are also authorized by our Amended Articles of Incorporation to issue 5,000,000 shares of preferred stock, par value $100 per share, of which none are currently issued and outstanding. Our
Amended Articles of Incorporation give our board of directors authority to issue preferred stock from time to time in one or more classes or series. Preferred stock could be issued with terms that
could delay, defer or prevent a change of control of FirstEnergy.
Dividend Rights
Subject only to any prior rights and preferences of any shares of our preferred stock that may in the future be issued and outstanding, the holders of the common stock are entitled to receive
dividends when, as and if declared by our board of directors out of legally available funds. There can be no assurance that funds will be legally available to pay dividends at any given time or that, if
funds are available, the board of directors will declare a dividend.
Liquidation Rights
In the event of our dissolution or liquidation, the holders of our common stock will be entitled to receive, pro rata, after the prior rights of the holders of any issued and outstanding shares of
our preferred stock have been satisfied, all of our assets that remain available for distribution after payment in full of all of our liabilities.
Voting Rights
The holders of our common stock are entitled to one vote on each matter submitted for their vote at any meeting of our shareholders for each share of common stock held as of the record date
for the meeting. Under our Amended Articles of Incorporation, the voting rights, if any, of our preferred stock may differ from the voting rights of our common stock. The holders of our common
stock are not entitled to cumulate their votes for the election of directors.
In order to amend or repeal, or adopt any provision inconsistent with, the provisions of our Amended Articles of Incorporation dealing with:
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the right of the board of directors to establish the terms of unissued shares or to authorize our acquisition of our outstanding shares; |
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the absence of cumulative voting and preemptive rights; or |
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the requirement that at least 80% of the voting power of our outstanding shares must approve the foregoing;
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at least 80% of the voting power of our outstanding shares must approve. In addition, the approval of at least 80% of the voting power of our outstanding shares must be obtained to amend or
repeal the provisions of our Amended Code of Regulations dealing with:
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the time and place of shareholders meetings, the manner in which special meetings of shareholders are called or the way business is conducted at such meetings; |
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the number, election and terms of directors, the manner of filling vacancies on the board of directors, the removal of directors or the manner in which directors are nominated; or |
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the indemnification of officers or directors.
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Amendment of the provision of the Amended Code of Regulations that requires the approval of 80% of the voting power of our outstanding shares in the instances enumerated above requires
the same level of approval.
Adoption of amendments to our Amended Articles of Incorporation (other than those requiring 80% approval as specified above), adoption of a plan of merger, consolidation or reorganization,
authorization of a sale or other disposition of all or substantially all of our assets not made in the usual and regular course of its business or adoption of a resolution of dissolution, and any other
matter which would otherwise require a two-thirds approving vote, require the approval of two-thirds of the voting power of our outstanding shares, unless our board of directors provides otherwise,
in which case, these matters will require the approval of a majority of the voting power of our outstanding shares and the approval of a majority of the voting power of any shares entitled to vote as
a class.
Ohio Law Anti-takeover Provisions
Chapter 1704 of the Ohio General Corporation Law applies to a broad range of business combinations between an Ohio corporation and an interested shareholder. The Ohio law definition of
business combination includes mergers, consolidations, combinations or majority share acquisitions. An interested shareholder is defined as a shareholder who, directly or indirectly, exercises or
directs the exercise of 10% or more of the voting power of the corporation in the election of directors.
Chapter 1704 restricts corporations from engaging in business combinations with interested shareholders, unless the articles of incorporation provide otherwise, for a period of three years
following the date on which the shareholder became an interested shareholder, unless the directors of the corporation have approved the business combination or the interested shareholders
acquisition of shares of the corporation prior to the date the shareholder became an interested shareholder. After the initial three-year moratorium, Chapter 1704 prohibits such transactions absent
approval by the directors of the interested shareholders acquisition of shares of the corporation prior to the date that the shareholder became an interested shareholder, approval by disinterested
shareholders of the corporation or the transaction meeting certain statutorily defined fair price provisions.
Under Section 1701.831 of the Ohio General Corporation Law, unless the articles of incorporation, the regulations adopted by the shareholders, or the regulations adopted by the directors
pursuant to division (A)(1) of Section 1701.10 of the Ohio General Corporation Law provide otherwise, any control share acquisition of a corporation can only be made with the prior approval of the
corporations shareholders. A control share acquisition is defined as the acquisition, directly or indirectly, by any person of shares of a corporation that, when added to all other shares of that
corporation in respect of which the person may exercise or direct the exercise of voting power, would enable that person, immediately after the acquisition, directly or indirectly, alone or with others,
to exercise levels of voting power of the corporation in the election of directors in any of the following ranges: at least 20% but less than 331/3%; at least 331/3% but no more than 50%; or more
than 50%.
Anti-takeover Effects
Some of the supermajority provisions of our Amended Articles of Incorporation and Amended Code of Regulations and the rights or the provisions of Ohio law described above, individually or
collectively, may discourage, deter, delay or impede a tender offer or other attempt to acquire control of FirstEnergy even if the transaction would result in the shareholders receiving a premium for
their shares over current market prices or if the shareholders otherwise believe the transaction would be in their best interests.
On November 18, 1997, we authorized and declared a dividend of a one share purchase right for each outstanding share of our common stock. Each right entitled the registered holder to
purchase one share of our common stock at a purchase price of $70 per share, if and when the
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rights became exercisable in the event that we became the subject of a takeover attempt or other merger or acquisition. The rights, which could have had anti-takeover effects by causing substantial
dilution to a person or group that attempted to acquire us unless redeemed by our board of directors, were not extended or redeemed by our board of directors prior to their expiration on November
28, 2007.
No Preemptive or Conversion Rights
Holders of our common stock have no preemptive or conversion rights and are not subject to further calls or assessments by us. There are no redemption or sinking fund provisions applicable to
our common stock.
Listing
Shares of our common stock are traded on the New York Stock Exchange under the symbol FE.
Transfer Agent and Registrar
The Transfer Agent and Registrar for our common stock is FirstEnergy Securities Transfer Company, our wholly owned subsidiary.
Dividend Information
Cash dividends, per share of our common stock, declared in 2008 through the date of this prospectus include two quarterly payments of $0.55 per share in 2008. Cash dividends, per share of our
common stock, declared in 2007 include three quarterly payments of $0.50 per share in 2007 and one quarterly payment of $0.55 per share in 2008, increasing the indicated annual dividend rate from
$2.00 to $2.20 per share. Dividends declared in 2006 include three quarterly payments of $0.45 per share in 2006 and one quarterly payment of $0.50 per share paid in 2007. Dividends declared in
2005 include two quarterly payments of $0.4125 per share in 2005, one quarterly payment of $0.43 per share in 2005 and one quarterly payment of $0.45 per share in 2006. Dividends declared in 2004
include four quarterly dividends of $0.375 per share paid in 2004 and a quarterly dividend of $0.4125 per share paid in 2005. Dividends declared in 2003 include four quarterly dividends of $0.375 per
share. Dividends on our common stock are paid as declared by our board of directors and are typically paid on the first day of March, June, September and December. Future dividends will depend
on our future earnings and the ability of our regulated subsidiaries to pay cash dividends to us which are subject to certain regulatory limitations and also subject to charter and indenture limitations
for some of those subsidiaries that may, in general, restrict the amount of retained earnings available for these dividends. These limitations, however, do not currently materially restrict payment of
these dividends.
DESCRIPTION OF DEBT SECURITIES
The debt securities that we may offer from time to time by this prospectus will be our senior unsecured debt securities and will rank equally with all of our other unsecured and unsubordinated
debt. The debt securities will be issued under an indenture, dated as of November 15, 2001, between us and The Bank of New York Mellon, as trustee. The indenture gives us broad authority to set
the particular terms of each series of debt securities, including the right to modify certain of the terms contained in the indenture. The particular terms of a series of debt securities and the extent, if
any, to which such particular terms modify the terms of the indenture or otherwise vary from the terms and provisions set forth below will be described in the prospectus supplement relating to those
debt securities.
The indenture contains the full text of the matters described in this section. Because this section is a summary, it does not describe every aspect of the debt securities or the indenture. This
summary is subject to and qualified in its entirety by reference to all the provisions of the indenture,
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including definitions of terms used in the indenture. You should read the indenture incorporated by reference as an exhibit to the registration statement of which this prospectus is a part. We also
include references in parentheses to certain sections of the indenture. Whenever we refer to particular sections or defined terms of the indenture in this prospectus or in a prospectus supplement,
these sections or defined terms are incorporated by reference herein or in the prospectus supplement. This summary also is subject to and qualified by reference to the description of the particular
terms of the debt securities described in the applicable prospectus supplement or supplements.
If applicable, the prospectus supplement relating to an issue of debt securities will describe any special United States federal income tax considerations relevant to those debt securities.
There is no requirement under the indenture that future issues of our debt securities be issued under the indenture. We will be free to use other indentures or documentation, containing
provisions different from those included in the indenture or applicable to one or more issues of debt securities, in connection with future issues of other debt securities. The provisions of any such
other indentures or documentation will be described in the applicable prospectus supplement.
We may also offer from time to time by this prospectus hybrid securities that combine certain features of debt securities and other securities described in this prospectus.
General
The indenture does not limit the aggregate principal amount of debt securities that we may issue under the indenture. The indenture provides that the debt securities may be issued in one or
more series. The debt securities may be issued at various times and may have differing maturity dates and may bear interest at differing rates. We need not issue all debt securities of one series at
the same time and, unless otherwise provided, we may reopen a series, without the consent of the holders of the debt securities of that series, for issuances of additional debt securities of that series.
Prior to the issuance of each series of debt securities, the terms of the particular securities will be specified in a supplemental indenture, a board resolution or in one or more officers certificates
authorized pursuant to a board resolution. We refer you to the applicable prospectus supplement for a description of the following terms of the series of debt securities:
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title of the debt securities; |
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any limit on the aggregate principal amount of the debt securities; |
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the person to whom any interest on the debt securities shall be payable, if other than the person in whose name the debt securities are registered at the close of business on the regular record
date for that interest; |
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the date or dates on which the principal of the debt securities will be payable or how the date or dates will be determined; |
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the rate or rates at which the debt securities will bear interest, if any, or how the rate or rates will be determined and the date or dates from which interest will accrue; |
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the dates on which interest will be payable; |
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the record dates for payments of interest; |
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the place or places, if any, in addition to the office of the trustee, where the principal of, and premium, if any, and interest, if any, on the debt securities will be payable; |
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the period or periods within which, the price or prices at which, and the terms and conditions upon which, the debt securities may be redeemed, in whole or in part, at our option; |
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any sinking fund or other provisions or options held by holders of the debt securities that would obligate us to purchase or redeem the debt securities; |
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the percentage, if less than 100%, of the principal amount of the debt securities that will be payable if the maturity of the debt securities is accelerated;
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whether the debt securities will be issued in book-entry form, represented by one or more global securities certificates deposited with, or on behalf of, a securities depositary and registered in
the name of the depositary or its nominee, and if so, the identity of the depositary; |
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any changes or additions to the events of default under the indenture or changes or additions to our covenants under the indenture; |
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any collateral security, assurance or guarantee for the debt securities; and |
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any other specific terms applicable to the debt securities.
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Unless we otherwise indicate in the applicable prospectus supplement, the debt securities will be denominated in United States currency in minimum denominations of $1,000 and multiples of
$1,000.
Unless we otherwise indicate in the applicable prospectus supplement, there are no provisions in the indenture or the debt securities that require us to redeem, or permit the holders to cause a
redemption of, the debt securities or that otherwise protect the holders in the event that we incur substantial additional indebtedness, whether or not in connection with a change in control of our
company.
Security and Ranking
We conduct our operations primarily through our subsidiaries and substantially all of our consolidated assets are held by our subsidiaries. Accordingly, our cash flow and our ability to meet our
obligations under the debt securities are largely dependent upon the earnings of our subsidiaries and the distribution or other payment of these earnings to us in the form of dividends. Our
subsidiaries are separate and distinct legal entities and have no obligation to pay any amounts due on our debt securities or to make any funds available for payment of amounts due on our debt
securities.
Because we are a holding company, our obligations under the debt securities will be effectively subordinated to all existing and future liabilities of our subsidiaries. Therefore, our rights and the
rights of our creditors, including the rights of the holders of our debt securities, to participate in the liquidation of assets of any subsidiary will be subject to the prior claims of the subsidiarys
creditors. To the extent that we may be a creditor with recognized claims against any of our subsidiaries, our claims would still be effectively subordinated to any security interest in, or mortgages or
other liens on, the assets of the subsidiary and would be subordinated to any indebtedness, other liabilities, and preferred securities, of the subsidiary, senior to that held by us. As of June 30, 2008,
our subsidiaries had approximately $9.7 billion aggregate principal amount of indebtedness and no preferred securities outstanding.
Payment and Paying Agents
Unless otherwise indicated in a prospectus supplement, we will pay interest on our debt securities on each interest payment date by wire transfer to an account at a banking institution in the
United States that is designated in writing to the trustee by the person entitled to that payment or by check mailed to the person in whose name the debt security is registered as of the close of
business on the regular record date relating to the interest payment date, except that interest payable at stated maturity, upon redemption or otherwise, will be paid to the person to whom principal is
paid. However, if we default in paying interest on a debt security, we may pay defaulted interest to the registered owner of the debt security as of the close of business on a special record date
selected by the trustee, which will be between 10 and 15 days before the date we propose for payment of the defaulted interest, or in any other lawful manner of payment that is consistent with the
requirements of any securities exchange on which the debt securities may be listed for trading, if the trustee finds it practicable (See Section 307).
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Redemption
We will set forth any terms for the redemption of debt securities in a prospectus supplement. Unless we indicate differently in a prospectus supplement, and except with respect to debt securities
redeemable at the option of the registered holder, debt securities will be redeemable upon notice by mail between 30 and 60 days prior to the redemption date. If less than all of the debt securities
of any series or any tranche of a series are to be redeemed, the trustee will select the debt securities to be redeemed and will choose the method of random selection it deems fair and appropriate.
(See Sections 301, 403 and 404.)
Debt securities will cease to bear interest on the redemption date. We will pay the redemption price and any accrued interest to the redemption date once you surrender the debt security for
redemption. (See Section 405.) If only part of a debt security is redeemed, the trustee will deliver to you a new debt security of the same series for the remaining portion without charge. (See Section
406.)
We may make any redemption conditional upon the receipt by the paying agent, on or prior to the date fixed for redemption, of money sufficient to pay the redemption price. If the paying
agent has not received the money by the date fixed for redemption, we will not be required to redeem the debt securities. (See Section 404.)
Registration, Transfer and Exchange
The debt securities will be issued without interest coupons and in denominations that are even multiples of $1,000, unless otherwise indicated in the applicable prospectus supplement. Debt
securities of any series will be exchangeable for other debt securities of the same series of any authorized denominations and of a like aggregate principal amount and tenor, unless otherwise
indicated in the applicable prospectus supplement. (See Section 305.)
Unless we otherwise indicate in the applicable prospectus supplement, debt securities may be presented for registration of transfer, duly endorsed or accompanied by a duly executed written
instrument of transfer, at the office or agency maintained for this purpose, without service charge except for reimbursement of taxes and other governmental charges as described in the indenture.
(See Section 305.)
In the event of any redemption of debt securities of any series, the trustee will not be required to exchange or register a transfer of any debt securities of the series selected, called or being
called for redemption except the unredeemed portion of any debt security being redeemed in part. (See Section 305.)
Limitation on Liens
The indenture provides that, except as otherwise specified with respect to a particular series of debt securities, we will not pledge, mortgage, hypothecate or grant a security interest in, or permit
any mortgage, pledge, security interest, or other lien upon, any capital stock of any subsidiary now or hereafter directly owned by us, to secure any indebtedness without also equally and ratably
securing the outstanding debt securities of that series and all other indebtedness entitled to be so secured. (See Section 608.)
This restriction does not apply to, or prevent the creation or any extension, renewal or refunding of:
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any mortgage, pledge, security interest, lien or encumbrance upon any capital stock created at the time we acquire it or within one year after that time to secure the purchase price for the
capital stock; |
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any mortgage, pledge, security interest, lien or encumbrance upon any capital stock existing at the time we acquire it, whether or not we assume the secured obligations; or |
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any judgment, levy, execution, attachment or other similar lien arising in connection with court proceedings, provided that:
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the execution or enforcement of the lien is effectively stayed within 30 days after entry of the corresponding judgment, or the corresponding judgment has been discharged within that 30-
day period, and the claims secured by the lien are being contested in good faith by appropriate proceedings timely commenced and diligently prosecuted; |
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the payment of each lien is covered in full by insurance and the insurance company has not denied or contested coverage thereof; or |
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so long as each lien is adequately bonded, any appropriate and duly initiated legal proceedings for the review of the corresponding judgment, decree or order shall not have been fully
terminated or the period within which these proceedings may be initiated shall not have expired. (See Section 608.)
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Unless we otherwise specify in the prospectus supplement for a particular series of debt securities, we may, without securing the debt securities of that series, pledge, mortgage, hypothecate or
grant a security interest in, or permit any mortgage, pledge, security interest or other lien, in addition to liens expressly permitted as described in the preceding paragraphs, upon, capital stock of any
subsidiary now or hereafter owned by us to secure any indebtedness, which would otherwise be subject to the foregoing restriction, in an aggregate amount which, together with all other such
indebtedness, does not exceed 10% of our consolidated net tangible assets. (See Section 608.) Our consolidated net tangible assets as of June 30, 2008 were approximately $20.8 billion.
For purposes of this covenant, consolidated net tangible assets means the amount shown as total assets on our consolidated balance sheet, less (i) intangible assets including, without limitation,
such items as goodwill, trademarks, trade names, patents, and unamortized debt expense; (ii) current liabilities; and (iii) appropriate adjustments, if any, related to minority interests. These amounts
will be determined in accordance with accounting principles generally accepted in the United States.
The foregoing limitation does not limit in any manner:
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our ability to place liens on any of our assets other than the capital stock of subsidiaries that we directly own; |
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our ability to cause the transfer of our assets or those of our subsidiaries, including the capital stock covered by the foregoing restrictions; or |
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the ability of any of our subsidiaries to place liens on any of their assets.
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Consolidation, Merger, Conveyance, Sale or Transfer
We have agreed not to consolidate with or merge into any other entity or convey, sell or otherwise transfer our properties and assets substantially as an entirety to any entity unless:
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the successor is an entity organized and existing under the laws of the United States of America or any State or the District of Columbia; |
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the successor expressly assumes by a supplemental indenture the due and punctual payment of the principal of, and premium, if any, and interest, if any, on all outstanding debt securities under
the indenture and the performance of every covenant of the indenture that we would otherwise have to perform or observe; and |
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immediately after giving effect to the transactions, no event of default with respect to any series of debt securities issued under the indenture and no event which after notice or lapse of time or
both would become an event of default with respect to any series of debt securities issued under the indenture, will have occurred and be continuing. (See Section 1101.)
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Modification of the Indenture
Under the indenture or any supplemental indenture, our rights and the rights of the holders of debt securities may be changed with the consent of the holders representing a majority in principal
amount of the outstanding debt securities of all series affected by the change, voting as one class,
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provided that the following changes may not be made without the consent of the holders of each outstanding debt security affected thereby:
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change the fixed date upon which the principal of or the interest on any debt security is due and payable, or reduce the principal amount thereof or the rate of interest thereon or any premium
payable upon the redemption thereof, or reduce the amount of the principal of an original issue discount security that would be due and payable upon a declaration of acceleration of the
maturity thereof, or change the coin or currency (or other property) in which any debt security or any premium, if any, or the interest thereon is payable, or impair the right to institute suit for
the enforcement of any payment on or after the date that payment is due and payable or, in the case of redemption, on or after the date fixed for such redemption; |
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reduce the stated percentage of debt securities, the consent of the holders of which is required for any modification of the indenture or for waiver by the holders of certain of their rights; or |
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modify certain provisions of the indenture. (See Section 1202.)
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An original issue discount security means any security authenticated and delivered under the indenture which provides for an amount less than the principal amount thereof to be due and
payable upon the declaration of acceleration of the maturity thereof.
The indenture also permits us and the trustee to amend the indenture without the consent of the holders of any debt securities for any of the following purposes:
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to evidence the assumption by any permitted successor of our covenants in the indenture and in the debt securities; |
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to add to the covenants with which we must comply or to surrender any of our rights or powers under the indenture; |
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to add additional events of default; |
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to change, eliminate, or add any provision to the indenture; provided, however, if the change, elimination, or addition will adversely affect the interests of the holders of debt securities of any
series, other than any series the terms of which permit such change, elimination or addition, in any material respect, the change, elimination, or addition will become effective only:
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when the consent of the holders of debt securities of the series has been obtained in accordance with the indenture; or |
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when no debt securities of the series remain outstanding under the indenture;
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to provide collateral security for all of the debt securities; |
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to establish the form or terms of debt securities of any other series as permitted by the indenture; |
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to provide for the authentication and delivery of bearer securities and coupons attached thereto; |
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to evidence and provide for the acceptance of appointment of a successor trustee; |
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to provide for the procedures required for use of a noncertificated system of registration for all or any series of debt securities; |
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to change any place where principal, premium, if any, and interest shall be payable, debt securities may be surrendered for registration of transfer or exchange and notices to us may be served;
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to cure any ambiguity or inconsistency or to make any other provisions with respect to matters and questions arising under the indenture; provided that such action shall not adversely affect the
interests of the holders of debt securities of any series in any material respect. (See Section 1201.)
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Events of Default
An event of default with respect to any series of debt securities is defined in the indenture as being any one of the following:
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failure to pay interest on the debt securities of that series for 30 days after payment is due; |
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failure to pay principal of or any premium on the debt securities of that series when due, whether at stated maturity or upon earlier acceleration or redemption; |
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failure to perform other covenants in the indenture for 90 days after we are given written notice from the trustee or the trustee receives written notice from the registered owners of at least
33% in principal amount of the debt securities of that series; however, the trustee or the trustee and the holders of such principal amount of debt securities of that series can agree to an
extension of the 90-day period and such an agreement to extend will be automatically deemed to occur if we are diligently pursuing action to correct the default; |
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certain events of bankruptcy, insolvency, reorganization, receivership or liquidation relating to us; and |
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any other event of default included in the supplemental indenture or officers certificate for that series of debt securities. (See Section 801.)
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An event of default regarding a particular series of debt securities does not necessarily constitute an event of default for any other series of debt securities.
We will be required to file with the trustee annually an officers certificate as to the absence of default in performance of all covenants in the indenture. (See Section 606.) The indenture
provides that the trustee may withhold notice to the holders of the debt securities of any default, except in payment of principal of, or premium, if any, or interest on, the debt securities or in the
payment of any sinking fund installment with respect to the debt securities, if the trustee in good faith determines that it is in the interest of the holders of the debt securities to do so. (See Section
902.)
The indenture provides that, if an event of default with respect to the debt securities of any series occurs and continues, either the trustee or the holders of 33% or more in aggregate principal
amount of the debt securities of that series may declare the principal amount of all the debt securities to be due and payable immediately. However, if the event of default is applicable to all
outstanding debt securities under the indenture, only the trustee or holders of at least 33% in principal amount of all outstanding debt securities of all series, voting as one class, and not the holders
of any one series, may make such a declaration of acceleration.
At any time after a declaration of acceleration with respect to the debt securities of any series has been made and before a judgment or decree for payment of the money due has been obtained,
the event of default giving rise to such declaration of acceleration will be considered waived, and such declaration and its consequences will be considered rescinded and annulled, if:
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we have paid or deposited with the trustee a sum sufficient to pay:
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all overdue interest, if any, on all debt securities of the series, |
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the principal of and premium, if any, on any debt securities of the series which have otherwise become due and interest, if any, that is currently due, including interest on overdue interest,
if any, and |
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all amounts due to the trustee under the indenture; and
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any other event of default with respect to the debt securities of that series has been cured or waived as provided in the indenture.
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There is no automatic acceleration, even in the event of our bankruptcy, insolvency or reorganization. (See Section 802.)
Subject to the provisions of the indenture relating to the duties of the trustee, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request or
direction of any of the holders of the debt securities, unless the holders shall have offered to the trustee reasonable indemnity. (See Section 903.)
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Subject to the provision for indemnification, the holders of a majority in principal amount of the debt securities of any series will have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the trustee, or exercising any trust or power conferred on the trustee with respect to the debt securities of that series. However, if the event of
default relates to more than one series of debt securities, only the holders of a majority in aggregate principal amount of all affected series will have the right to give this direction. However, the
trustee shall have the right to decline to follow any direction if the trustee shall determine that the action so directed conflicts with any law or the provisions of the indenture or if the trustee shall
determine that the action would be prejudicial to holders not taking part in the direction. (See Section 812.)
Satisfaction and Discharge
We will be discharged from our obligations on the debt securities of any series, or any portion of the principal amount of the debt securities of any series, if we
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irrevocably deposit with the trustee sufficient cash or eligible obligations (or a combination of both) to pay the principal, or portion of principal, interest, any premium and any other sums when
due on the debt securities at their maturity, stated maturity date, or redemption; and |
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deliver to the trustee:
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a company order stating that the money and eligible obligations deposited in accordance with the indenture shall be held in trust and certain opinions of counsel and of an independent
public accountant; |
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if such deposit shall have been made prior to the maturity of the debt securities of the series, an officers certificate stating our intention that, upon delivery of the officers certificate, our
indebtedness in respect of those debt securities, or the portions thereof, will have been satisfied and discharged as contemplated in the indenture; and |
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an opinion of counsel to the effect that, as a result of a change in law or a ruling of the United States Internal Revenue Service, the holders of the debt securities of the series, or portions
thereof, will not recognize income, gain or loss for United States federal income tax purposes as a result of the satisfaction and discharge of our indebtedness and will be subject to United
States federal income tax on the same amounts, at the same times and in the same manner as if we had not so satisfied and discharged our indebtedness.
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For this purpose, eligible obligations include direct obligations of, or obligations unconditionally guaranteed by, the United States entitled to the benefit of the full faith and credit thereof and
certificates, depositary receipts or other instruments which evidence a direct ownership interest in such obligations or in any specific interest or principal payments due in respect thereof and which do
not contain provisions permitting their redemption or other prepayment at the option of the issuer thereof.
In the event that all of the conditions set forth above have been satisfied for any series of debt securities, or portions thereof, except that, for any reason, we have not delivered the officers
certificate and opinion described under the second bulleted item above, the holders of those debt securities will no longer be entitled to the benefits of certain of our covenants under the indenture,
including the covenant described above in Limitation on Liens. Our indebtedness under those debt securities, however, will not be deemed to have been satisfied and discharged prior to maturity,
and the holders of those debt securities may continue to look to us for payment of the indebtedness represented by those debt securities. (See Section 701.)
The indenture will be deemed satisfied and discharged when no debt securities remain outstanding and when we have paid all other sums payable by us under the indenture. (See Section 702.)
All moneys we pay to the trustee or any paying agent on debt securities which remain unclaimed at the end of two years after payments have become due will be paid to us or upon our order.
Thereafter, the holder of those debt securities may look only to us for payment and not the trustee or any paying agent. (See Section 603.)
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Resignation or Removal of Trustee
The trustee may resign at any time by giving written notice to us specifying the day upon which the resignation is to take effect. The resignation will take effect immediately upon the later of the
appointment of a successor trustee and the specified day. (See Section 910.)
The trustee may be removed at any time by an instrument or concurrent instruments in writing delivered to the trustee and us and signed by the holders, or their attorneys-in-fact, representing at
least a majority in principal amount of the then outstanding debt securities. In addition, under certain circumstances, we may remove the trustee upon notice to the holder of each debt security
outstanding and the trustee, and appointment of a successor trustee. (See Section 910.)
Concerning the Trustee
The Bank of New York Mellon is the trustee under the indenture. We and our affiliates maintain other banking relationships in the ordinary course of business with the trustee and its affiliates.
Governing Law
The indenture and the debt securities will be governed by and construed in accordance with the laws of the State of New York, except to the extent that the law of any other jurisdiction shall be
mandatorily applicable.
DESCRIPTION OF WARRANTS
We may issue warrants to purchase our debt or equity securities, securities of third parties or other rights, including rights to receive payment in cash or securities based on the value, rate or
price of one or more specified commodities, currencies, securities or indices, or any combination of the foregoing. Warrants may be issued independently or together with any other securities and may
be attached to, or separate from, such securities. Each series of warrants will be issued under a separate warrant agreement to be entered into between us and a warrant agent. The terms of any
warrants to be issued and a description of the material provisions of the applicable warrant agreement will be set forth in the applicable prospectus supplement.
The applicable prospectus supplement for any offering of warrants will describe the following terms of the warrants:
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the title of the warrants; |
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the aggregate number of the warrants; |
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the price or prices at which the warrants will be issued; |
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the currency or currencies, in which the price of the warrants will be payable; |
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the securities or other rights, including rights to receive payment in cash or securities based on the value, rate or price of one or more specified commodities, currencies, securities or indices, or
any combination of the foregoing, purchasable upon exercise of the warrants; |
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the price at which and the currency or currencies, in which the securities or other rights purchasable upon exercise of the warrants may be purchased; |
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the date on which the right to exercise the warrants shall commence and the date on which such right shall expire; |
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if applicable, the minimum or maximum amount of the warrants which may be exercised at any one time; |
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if applicable, the designation and terms of the securities with which the warrants are issued and the number of such warrants issued with each such security; |
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if applicable, the date on and after which the warrants and the related securities will be separately transferable;
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anti-dilution provisions of the warrants, if any; |
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if applicable, a discussion of material U.S. federal income tax considerations; |
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information with respect to book-entry procedures, if any; and |
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any other terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants.
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DESCRIPTION OF SHARE PURCHASE CONTRACTS AND SHARE PURCHASE UNITS
We may issue share purchase contracts representing contracts obligating holders to purchase from us, and us to sell to the holders, shares of our common stock at a future date or dates. The
price per share of common stock and the number of shares of common stock may be fixed at the time the share purchase contracts are issued or may be determined by reference to a specific
formula set forth in the share purchase contracts and described in the applicable prospectus supplement.
The share purchase contracts may be issued separately or as a part of share purchase units consisting of a share purchase contract and either our debt securities or debt obligations of third
parties, including U.S. Treasury securities that are pledged to secure the holders obligations to purchase our common stock under the share purchase contracts.
The share purchase contracts may require us to make periodic payments to the holders of the share purchase units or vice versa, and those payments may be unsecured or prefunded on some
basis. The share purchase contracts may require holders to secure their obligations in a specified manner and, in certain circumstances, we may deliver newly issued prepaid share purchase contracts,
often known as prepaid securities, upon release to a holder of any collateral securing such holders obligations under the original share purchase contract.
The applicable prospectus supplement will describe the materials terms of any share purchase contracts or share purchase units, and, if applicable, prepaid securities. The description in the
applicable prospectus supplement will not purport to be complete and will be qualified in its entirety by reference to (a) the share purchase contracts, (b) the collateral arrangements and depositary
arrangements, if applicable, relating to such share purchase contracts or share purchase units and (c) if applicable, the prepaid securities and the document pursuant to which the prepaid securities will
be issued. These documents will be filed with the SEC promptly after the offering of the share purchase contracts or the share purchase units. Material United States federal income tax considerations
applicable to the share purchase contracts and the share purchase units will also be discussed in the applicable prospectus supplement.
PLAN OF DISTRIBUTION
We may sell securities to one or more underwriters or dealers for public offering and sale by them, or we may sell the securities to investors directly or through agents. The prospectus
supplement relating to the securities being offered will set forth the terms of the offering and the method of distribution and will identify any firms acting as underwriters, dealers or agents in
connection with the offering, including:
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the name or names of any underwriters; |
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the purchase price of the securities and the proceeds to us from the sale; |
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any underwriting discounts and other items constituting underwriters compensation; |
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any public offering price; |
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any discounts or concessions allowed or reallowed or paid to dealers; and |
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any securities exchange or market on which the securities may be listed.
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Only those underwriters identified in the prospectus supplement are deemed to be underwriters in connection with the securities offered in the prospectus supplement.
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We may distribute the securities from time to time in one or more transactions at a fixed price or prices, which may be changed, or at prices determined as the prospectus supplement specifies.
We may sell securities through forward contracts or similar arrangements. In connection with the sale of securities, underwriters, dealers or agents may be deemed to have received compensation from
us in the form of underwriting discounts or commissions and also may receive commissions from securities purchasers for whom they may act as agent. Underwriters may sell the securities to or
through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters or commissions from the purchasers for whom they may act as
agent.
We may sell the securities directly or through agents we designate from time to time. Any agent involved in the offer or sale of the securities covered by this prospectus will be named in a
prospectus supplement relating to such securities. Commissions payable by us to agents will be set forth in a prospectus supplement relating to the securities being offered. Unless otherwise indicated
in a prospectus supplement, any such agents will be acting on a best-efforts basis for the period of their appointment.
Some of the underwriters, dealers or agents and some of their affiliates who participate in the securities distribution may engage in other transactions with, and perform other services for, us and
our subsidiaries or affiliates in the ordinary course of business.
Any underwriting or other compensation which we pay to underwriters or agents in connection with the securities offering, and any discounts, concessions or commissions which underwriters
allow to dealers, will be set forth in the applicable prospectus supplement. Underwriters, dealers and agents participating in the securities distribution may be deemed to be underwriters, and any
discounts and commissions they receive and any profit they realize on the resale of the securities may be deemed to be underwriting discounts and commissions under the Securities Act.
Underwriters, and their controlling persons, and agents may be entitled, under agreements we enter into with them, to indemnification against certain civil liabilities, including liabilities under the
Securities Act.
LEGAL MATTERS
Unless otherwise indicated in the applicable prospectus supplement, the validity of the securities offered under this prospectus will be passed upon for us by Wendy L. Stark, Esq., Associate
General Counsel of FirstEnergy, and Akin Gump Strauss Hauer & Feld LLP, New York, New York. As of August 31, 2008, Ms. Stark owned approximately 6,186.857 shares of common stock of
FirstEnergy and 3,618.72 shares of unvested restricted stock units. Additional legal matters may be passed on for us, or any underwriters, dealers or agents, by counsel we will name in the applicable
prospectus supplement.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The financial statements and managements assessment of the effectiveness of internal control over financial reporting (which is included in Managements Report on Internal Control over
Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2007, have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
With respect to the unaudited financial information of FirstEnergy Corp. for the three-month periods ended March 31, 2008 and 2007 and for the three-month and six-month periods ended June
30, 2008 and 2007, incorporated by reference in this prospectus, PricewaterhouseCoopers LLP reported that they have applied limited procedures in accordance with professional standards for a
review of such information. However, their separate reports dated May 7, 2008 and August 7, 2008 for the quarter ended March 31, 2008 and for the quarter and six-month periods ended June 30,
2008, respectively, incorporated by reference herein states that they did not audit and they do not express an opinion on that unaudited financial information. Accordingly, the degree of reliance on
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their reports on such information should be restricted in light of the limited nature of the review procedures applied. PricewaterhouseCoopers LLP is not subject to the liability provisions of Section
11 of the Securities Act for their reports on the unaudited financial information because those reports are not a report or a part of the registration statement prepared or certified by
PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11 of the Securities Act.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We are incorporating by reference certain information we file with the SEC, which means that we can disclose important information to you by referring you to those documents without restating
them in this prospectus. The information incorporated by reference is considered to be part of this prospectus. The information in this prospectus is not complete, and should be read together with
the information incorporated herein by reference. We incorporate by reference in this prospectus the following documents or information filed or to be filed with the SEC (other than, in each case,
documents or information deemed to have been furnished and not filed in accordance with SEC rules):
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our Annual Report on Form 10-K for the year ended December 31, 2007; |
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our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2008 and June 30, 2008; |
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our Current Report on Form 8-K dated January 2, 2008; and |
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all documents filed by us under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after the date of this prospectus and before completion of this offer, which information will
automatically update and supersede the information contained or incorporated by reference in this prospectus.
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We also note that we have furnished to the SEC our Current Reports on Form 8-K dated February 25, 2008 (two reports) and May 1, 2008. As indicated in such reports, the information in these
Form 8-Ks and the Exhibits attached thereto was furnished pursuant to Form 8-K and is not deemed filed for purposes of Section 18 of the Exchange Act, nor is such information deemed
incorporated by reference in this registration statement on Form S-3.
We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, upon written or oral request at no cost to the requester, a copy of any or all of the reports or
documents that have been incorporated by reference in this prospectus but not delivered with this prospectus. Requests for these reports or documents must be made to:
FirstEnergy Corp.
76 South Main Street
Akron, Ohio 44308-1890
Attention: Shareholder Services
(800) 736-3402
The incorporated reports and other documents may also be accessed at the websites mentioned under the heading Where You Can Find More Information below.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports and other information with the SEC under the Exchange Act. These reports and other information can be inspected and copied at the SECs
public reference room at 100 F Street, N.E., Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. This material is
also available from the SECs website at http://www.sec.gov or from our website at http://www.firstenergycorp.com/ir. Information available on our website, other than the reports we file pursuant to the Exchange Act that are incorporated by reference in this prospectus, does not
constitute a part of this prospectus.
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PROSPECTUS
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Debt Securities
This prospectus relates to debt securities that Ohio Edison Company may offer from time to time. The securities may be offered in one or more series and in an amount or number, at prices and
on other terms and conditions that we will determine at the time of the offering. The securities may be our secured or unsecured debt obligations.
We will provide specific terms of these offerings and securities in supplements to this prospectus. You should read carefully this prospectus, the information incorporated by reference in this
prospectus and any prospectus supplement before you invest. This prospectus may not be used to offer or sell any securities unless accompanied by a prospectus supplement.
Investing in these securities involves certain risks. See Risk Factors on page 1 to read about factors you should consider before buying our securities.
We may offer these securities directly or through underwriters, agents or dealers. The supplements to this prospectus will describe the terms of any particular plan of distribution, including any
underwriting arrangements. See the Plan of Distribution section beginning on page 11 of this prospectus for more information.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus.
Any representation to the contrary is a criminal offense.
This prospectus is dated September 22, 2008
TABLE OF CONTENTS
You should rely only on the information contained in this document or to which we have referred you. We have not authorized anyone to provide you with information that is different. This
document may only be used where it is legal to sell our securities.
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ABOUT THIS PROSPECTUS
This prospectus is a part of a registration statement that we filed with the Securities and Exchange Commission, or the SEC, utilizing an automatic shelf registration process. We may use this
prospectus to offer and sell from time to time any one or a combination of the securities described in this prospectus in one or more offerings. This prospectus provides you with a general description
of the securities we may offer. Each time we sell securities, we will describe in an accompanying prospectus supplement the type, amount or number and other terms and conditions of the securities
being offered, the price at which the securities are being offered, and the plan of distribution for the securities. The specific terms of the offered securities may vary from the general terms of the
securities described in this prospectus, and accordingly the description of the securities contained in this prospectus is subject to, and qualified by reference to, the specific terms of the offered
securities contained in the accompanied prospectus supplement. The prospectus supplement may also add to, update or change information contained in this prospectus, including information about us.
Therefore, for a complete understanding of the offered securities, you should read both this prospectus and any prospectus supplement together with additional information described under the
heading Where You Can Find More Information.
For more detailed information about the securities, you can also read the exhibits to the registration statement. Those exhibits have been either filed with the registration statement or
incorporated by reference to earlier SEC filings listed in the registration statement.
In this prospectus, unless the context indicates otherwise, the words Ohio Edison, the company, we, our, ours and us refer to Ohio Edison Company and its consolidated subsidiaries.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements contained in this prospectus and incorporated by reference into this prospectus are forward-looking statements within the meaning of Section 27A of the Securities Act of
1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These statements include declarations regarding our or our
managements intents, beliefs and current expectations. In some cases, you can identify forward-looking statements by terminology such as may, will, should, expects, plans, anticipates,
believes, estimates, predicts, potential or continue or the negative of such terms or other comparable terminology. Forward-looking statements are not guarantees of future performance,
and actual results could differ materially from those indicated by the forward-looking statements. Forward-looking statements involve estimates, assumptions, known and unknown risks, uncertainties
and other factors that may cause our or our industrys actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or
achievements expressed or implied by such forward-looking statements.
The forward-looking statements contained and incorporated by reference herein are qualified in their entirety by reference to the following important factors, which are difficult to predict, contain
uncertainties, are beyond our control and may cause actual results to differ materially from those contained in forward-looking statements:
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the speed and nature of increased competition and deregulation in the electric utility industry; |
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the impact of the rulemaking process of Public Utilities Commission of Ohio, or PUCO, on our July 2008 Electric Security Plan and Market Rate Offer filings; |
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economic or weather conditions affecting future sales and margins; |
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changes
in markets for energy services and availability; |
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changing energy and commodity market prices and availability; |
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replacement power costs being higher than anticipated or inadequately hedged; |
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our ability to continue to collect transition and other charges or to recover increased transmission costs;
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maintenance costs being higher than anticipated; |
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other legislative and regulatory changes (including revised environmental requirements); |
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the impact of the U.S. Court of Appeals July 11, 2008 decision to vacate the Clean Air Interstate Rules and the scope of any laws, rules or regulations that may ultimately take their place; |
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the uncertainty of the timing and amounts of the capital expenditures (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 or other potential regulatory initiatives; |
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adverse regulatory or legal decisions and outcomes (including, but not limited to, the revocation of necessary licenses or operating permits and oversight) by the Nuclear Regulatory Commission
and the Public Utilities Commission of Ohio; |
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our ability to comply with applicable state and federal reliability standards; |
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our ability to accomplish or realize anticipated benefits from strategic goals (including employee workforce initiatives); |
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our ability to improve electric commodity margins and to experience growth in the distribution business; |
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our ability to access the public securities and other capital markets and the cost of such capital; |
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the risks and other factors discussed from time to time in our filings with the SEC, including our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q incorporated herein
by reference and in this prospectus or any prospectus supplement under the heading Risk Factors; and |
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other similar factors.
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Any forward-looking statements speak only as of the date of this prospectus, and we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the
date on which such statements are made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict all of such factors, nor can
we assess the impact of any such factors on our business or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-
looking statements. The foregoing review of factors should not be construed as exhaustive.
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THE COMPANY
We are one of eight wholly-owned electric utility operating subsidiaries of FirstEnergy Corp., or FirstEnergy. We were organized under the laws of the State of Ohio in 1930 and own property
and do business as an electric public utility in that state. We engage primarily in the distribution and sale of electric energy to communities in a 7,500 square mile area of central and northeastern
Ohio. We also engage in the sale, purchase and interchange of electric energy with other electric companies. The area we serve has a population of approximately 2.8 million.
We own all of the outstanding common stock of Pennsylvania Power Company. Pennsylvania Power was organized under the laws of the Commonwealth of Pennsylvania in 1930 and owns
property and does business as an electric public utility in that state. Pennsylvania Power furnishes electric service to communities in a 1,500 square mile area of western Pennsylvania. The area served
by Pennsylvania Power has a population of approximately 0.3 million.
Our principal executive offices are located at 76 South Main Street, Akron, Ohio 44308-1890. Our telephone number is (800) 736-3402.
RISK FACTORS
Investing in our securities involves risks. Before purchasing any securities we offer, you should carefully consider the risk factors that are incorporated by reference herein from the section
captioned Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2007 and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2008 and, June 30,
2008, together with all of the other information included in this prospectus and any prospectus supplement and any other information that we have incorporated by reference, including annual,
quarterly and other reports filed with the SEC subsequent to the date hereof. Any of these risks, as well as other risks and uncertainties, could harm our financial condition, results of operations or
cash flows. See also Cautionary Note Regarding Forward-Looking Statements in this prospectus.
USE OF PROCEEDS
We intend to use the net proceeds we receive from issuance of these debt securities for general corporate purposes, unless otherwise specified in the prospectus supplement relating to a specific
issue of debt securities. General corporate purposes may include, but are not limited to, financing and operating activities, capital expenditures, acquisitions, maintenance of our assets and refinancing
our existing indebtedness.
RATIO OF EARNINGS TO FIXED CHARGES
The following table contains our consolidated ratio of earnings to fixed charges for the periods indicated. You should read these ratios in connection with our consolidated financial statements,
including the notes to those statements, incorporated by reference in this prospectus.
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Year Ended December 31, |
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Consolidated Ratio of Earnings to Fixed Charges |
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3.33 |
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4.43 |
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4.54 |
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2.85 |
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2.83 |
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2.71 |
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2.95 |
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For purposes of the calculation of our consolidated ratio of earnings to fixed charges, earnings have been computed by adding to Income before extraordinary items total interest and other
charges, before reduction for amounts capitalized, provision for income taxes and the estimated interest element of rentals charged to income, and fixed charges include interest on long-term debt,
other interest expense, subsidiaries preferred stock dividend requirements and the estimated interest element of rentals charged to income.
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DESCRIPTION OF SENIOR UNSECURED DEBT SECURITIES
The senior unsecured debt securities that we may offer from time to time by this prospectus, and which we refer to in this section as debt securities, will be our senior unsecured debt securities
and will rank equally with all of our other unsecured and unsubordinated debt. The debt securities will be issued under an indenture, dated as of April 1, 2003, between us and The Bank of New
York Mellon, as trustee. The indenture gives us broad authority to set the particular terms of each series of debt securities, including the right to modify certain of the terms contained in the
indenture. The particular terms of a series of debt securities and the extent, if any, to which such particular terms modify the terms of the indenture or otherwise vary from the terms and provisions
set forth below will be described in the prospectus supplement relating to those debt securities.
The indenture contains the full text of the matters described in this section. Because this section is a summary, it does not describe every aspect of the debt securities or the indenture. This
summary is subject to and qualified in its entirety by reference to all the provisions of the indenture, including definitions of terms used in the indenture. You should read the indenture incorporated
by reference as an exhibit to the registration statement of which this prospectus is a part. Whenever we refer to particular sections or defined terms of the indenture in this prospectus or in a
prospectus supplement, these sections or defined terms are incorporated by reference herein or in the prospectus supplement. This summary also is subject to and qualified by reference to the
description of the particular terms of the debt securities described in the applicable prospectus supplement or supplements.
If applicable, the prospectus supplement relating to an issue of debt securities will describe any special United States federal income tax considerations relevant to those debt securities.
There is no requirement under the indenture that future issues of our debt securities be issued under the indenture. Accordingly, we will be free to use other indentures or documentation,
containing provisions different from those included in the indenture or applicable to one or more issues of debt securities, in connection with future issues of other debt securities. The provisions of
any such other indentures or documentation will be described in the applicable prospectus supplement.
General
The indenture does not limit the aggregate principal amount of debt securities that we may issue under the indenture. The indenture provides that the debt securities may be issued in one or
more series. The debt securities may be issued at various times and may have differing maturity dates and may bear interest at differing rates. We need not issue all debt securities of one series at
the same time and, unless otherwise provided, we may reopen a series, without the consent of the holders of the debt securities of that series, for issuances of additional debt securities of that series.
Prior to the issuance of each series of debt securities, the terms of the particular securities will be specified in a supplemental indenture, a board resolution or one or more officers certificates
authorized pursuant to a board resolution. We refer you to the applicable prospectus supplement for a description of the following terms of the particular series of debt securities offered thereby:
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title of the debt securities; |
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any limit on the aggregate principal amount of the debt securities; |
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the person to whom any interest on the debt securities shall be payable, if other than the person in whose name the debt securities are registered at the close of business on the regular record
date for that interest; |
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the date or dates on which the principal of the debt securities will be payable or how the date or dates will be determined; |
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the rate or rates at which the debt securities will bear interest, if any, or how the rate or rates will be determined, and the date or dates from which interest will accrue; |
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the dates on which interest will be payable;
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the record dates for payments of interest; |
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the place or places, if any, in addition to the office of the trustee, where the principal of, and premium, if any, and interest, if any, on the debt securities will be payable; |
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the period or periods within which, the price or prices at which, and the terms and conditions upon which the debt securities may be redeemed, in whole or in part, at our option; |
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any sinking fund or other provisions or options held by holders of the debt securities that would obligate us to purchase or redeem the debt securities; |
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the percentage, if less than 100%, of the principal amount of the debt securities that will be payable if the maturity of the debt securities is accelerated; |
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whether the debt securities will be issued in book-entry form, represented by one or more global securities certificates deposited with, or on behalf of, a securities depositary and registered in
the name of the depositary or its nominee, and if so, the identity of the depositary; |
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any changes or additions to the events of default under the indenture or changes or additions to our covenants under the indenture; |
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any collateral security, assurance or guarantee for the debt securities; and |
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any other specific terms applicable to the debt securities.
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Unless we otherwise indicate in the applicable prospectus supplement, the debt securities will be denominated in United States currency in minimum denominations of $1,000 and multiples of
$1,000.
Unless we otherwise indicate in the applicable prospectus supplement, there are no provisions in the indenture or the debt securities that require us to redeem, or permit the holders to cause a
redemption of, the debt securities or that otherwise protect the holders in the event that we incur substantial additional indebtedness, whether or not in connection with a change in control of our
company.
If applicable, the prospectus supplement relating to an issue of debt securities will describe any special United States federal income tax considerations relevant to those debt securities.
Payment and Paying Agents
Unless otherwise indicated in a prospectus supplement, we will pay interest on our debt securities on each interest payment date by wire transfer to an account at a banking institution in the
United States that is designated in writing to the trustee by the person entitled to that payment or by check mailed to the person in whose name the debt security is registered as of the close of
business on the regular record date relating to the interest payment date, except that interest payable at stated maturity, upon redemption or otherwise, will be paid to the person to whom principal is
paid. However, if we default in paying interest on a debt security, we may pay defaulted interest to the registered owner of the debt security as of the close of business on a special record date
selected by the trustee, which will be between 10 and 15 days before the date we propose for payment of the defaulted interest, or in any other lawful manner of payment that is consistent with the
requirements of any securities exchange on which the debt securities may be listed for trading, if the trustee finds it practicable.
Redemption
We will set forth any terms for the redemption of debt securities in a prospectus supplement. Unless we indicate differently in a prospectus supplement, and except with respect to debt securities
redeemable at the option of the registered holder, debt securities will be redeemable upon notice by mail between 30 and 60 days prior to the redemption date. If less than all of the debt securities
of any series or any tranche of a series are to be redeemed, the trustee will select the debt securities to be redeemed and will choose the method of random selection it deems fair and appropriate.
Debt securities will cease to bear interest on the redemption date. We will pay the redemption price and any accrued and unpaid interest to the redemption date once you surrender the debt
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security for redemption. If only part of a debt security is redeemed, the trustee will deliver to you a new debt security of the same series for the remaining portion without charge.
We may make any redemption conditional upon the receipt by the paying agent, on or prior to the date fixed for redemption, of money sufficient to pay the redemption price. In this
circumstance, if the paying agent has not received the money by the date fixed for redemption, we will not be required to redeem the debt securities.
Registration, Transfer and Exchange
The debt securities will be issued without interest coupons and in denominations that are multiples of $1,000, unless otherwise indicated in the applicable prospectus supplement. Debt securities
of any series will be exchangeable for other debt securities of the same series of any authorized denominations and of a like aggregate principal amount and tenor, unless otherwise indicated in the
applicable prospectus supplement.
Unless we otherwise indicate in the applicable prospectus supplement, debt securities may be presented for registration of transfer, duly endorsed or accompanied by a duly executed written
instrument of transfer, at the office or agency maintained for this purpose, without service charge except for reimbursement of taxes and other governmental charges as described in the indenture.
In the event of any redemption of debt securities of any series, the trustee will not be required to exchange or register a transfer of any debt securities of the series selected, called or being
called for redemption except the unredeemed portion of any debt security being redeemed in part.
Certain Covenants
Limitation on Liens
The indenture provides that, so long as any debt securities are outstanding, we may not issue, assume, guarantee or permit to exist any Debt (as defined below) that is secured by any mortgage,
security interest, pledge or lien (Lien) of or upon any of our Operating Property (as defined below), whether owned at the date of the indenture or subsequently acquired, without effectively
securing such debt securities (together with, if we so determine, any of our other indebtedness ranking equally with such debt securities) equally and ratably with that Debt (but only so long as that
Debt is so secured).
The foregoing restriction will not apply to:
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Liens on any Operating Property existing at the time of its acquisition (which Liens may also extend to subsequent repairs, alterations and improvements to that Operating Property); |
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Liens on Operating Property of a corporation existing at the time the corporation is merged into or consolidated with, or at the time the corporation disposes of its properties (or those of a
division) as or substantially as an entirety to, us; |
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Liens on Operating Property to secure the costs of acquisition, construction, development or substantial repair, alteration or improvement of property or to secure Debt incurred to provide
funds for any of those purposes or for reimbursement of funds previously expended for any of those purposes, provided the Liens are created or assumed contemporaneously with, or within
18 months after, the acquisition or the completion of substantial repair or alteration, construction, development or substantial improvement; |
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Liens in favor of any state or any department, agency or instrumentality or political subdivision of any state, or for the benefit of holders of securities issued by any such entity (or providers
of credit enhancement with respect to those securities), to secure any Debt (including, without limitation, our obligations with respect to industrial development, pollution control or similar
revenue bonds) incurred for the purpose of financing or refinancing all or any part of the purchase price or the cost of substantially repairing or altering, constructing, developing or
substantially improving property which at the time of |
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such purchase, repair, alteration, construction, development or improvement was owned or operated by us; |
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Liens securing Debt outstanding as of the date of issuance of the debt securities as the first series of debt securities issued under the indenture; |
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Liens securing Debt which matures less than 12 months from its issuance or incurrence and is not extendible at our option; |
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Liens on Operating Property which is the subject of a lease agreement designating us as lessee and all of our right, title and interest in such Operating Property and such lease agreement,
whether or not such lease agreement is intended as security; |
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Liens for taxes and similar levies, deposits to secure performance or obligations under certain specified circumstances and laws, mechanics and other similar Liens arising in the ordinary
course of business, Liens created by or resulting from legal proceedings being contested in good faith, and certain other similar Liens arising in the ordinary course of business; |
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Liens related to moneys held in trust by the trustee for the benefit of the holders of the debt securities; or |
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any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in clauses (1) through (9), provided, however, that the
principal amount of Debt secured thereby and not otherwise authorized by clauses (1) through (9), must not exceed the principal amount of Debt, plus any premium or fee payable in
connection with the extension, renewal or replacement, so secured at the time of the extension, renewal or replacement.
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However, the foregoing restriction will not apply to our issuance, assumption or guarantee of Debt secured by a Lien which would otherwise be subject to the foregoing restriction up to an
aggregate amount which, together with all of our other secured Debt then outstanding (not including secured Debt permitted under any of the foregoing exceptions) and the Value (as defined below)
of Sale and Lease-Back Transactions (as defined below) existing at that time (other than Sale and Lease-Back Transactions the proceeds of which have been applied to the retirement of certain
indebtedness, Sale and Lease-Back Transactions in which the property involved would have been permitted to be subjected to a Lien under any of the foregoing exceptions in clauses (1) to (10) and
Sale and Lease-Back Transactions that are permitted by the first sentence of Limitation on Sale and Lease-Back Transactions below), does not exceed the greater of 15% of our Net Tangible
Assets and 15% of Capitalization (as those terms are defined below), in each case, determined in accordance with generally accepted accounting principles (GAAP) and as of a date not more than
60 days prior to such issuance, assumption or guarantee of debt. As of June 30, 2008, our Net Tangible Assets were $3.2 billion and our Capitalization was $2.5 billion.
Limitation on Sale and Lease-Back Transactions
The indenture provides that so long as any debt securities are outstanding, we may not enter into or permit to exist, any Sale and Lease-Back Transaction with respect to any Operating Property
(except for transactions involving leases for a term, including renewals, of not more than 48 months), if the purchasers commitment is obtained more than 18 months after the later of the completion
of the acquisition, construction or development of that Operating Property or the placing in operation of that Operating Property or of that Operating Property as constructed or developed or
substantially repaired, altered or improved.
This restriction will not apply if:
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we would be entitled pursuant to any of the provisions described in clauses (1) to (10) of the first sentence of the second paragraph under Limitation on Liens above to issue, assume,
guarantee or permit to exist Debt secured by a Lien on that Operating Property without equally and ratably securing the debt securities;
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after giving effect to a Sale and Lease-Back Transaction, we could incur pursuant to the provisions described in the second sentence of the second paragraph under Limitation on Liens, at
least $1.00 of additional Debt secured by Liens (other than Liens permitted by the preceding paragraph); or |
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we apply within 180 days an amount equal to, in the case of a sale or transfer for cash, the net proceeds (not exceeding the net book value), and, otherwise, an amount equal to the fair value
(as determined by our Board of Directors) of the Operating Property so leased, to the retirement of debt securities or other of our Debt ranking equally with the debt securities, subject to
reduction for debt securities and Debt retired during the 180-day period otherwise than pursuant to mandatory sinking fund or prepayment provisions and payments at stated maturity.
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The term Capitalization, as used above, means the total of all the following items appearing on, or included in, our consolidated balance sheet: (i) liabilities for indebtedness maturing more
than 12 months from the date of determination; and (ii) common stock, preferred stock, premium on capital stock, capital surplus, capital in excess of par value, and retained earnings (however the
foregoing may be designated), less, to the extent not otherwise deducted, the cost of shares of our capital stock held in our treasury.
The term Debt, as used above, means any outstanding debt for money borrowed evidenced by notes, debentures, bonds, or other securities.
The term Net Tangible Assets, as used above, means the amount shown as total assets on our consolidated balance sheet, less the following: (i) intangible assets including, but without
limitation, such items as goodwill, trademarks, trade names, patents, and unamortized debt discount and expense and other regulatory assets carried as an asset on our consolidated balance sheet; (ii)
current liabilities; and (iii) appropriate adjustments, if any, on account of minority interests. Such amounts will be determined in accordance with GAAP and practices applicable to the type of
business in which we are engaged and may be determined as of a date not more than 60 days prior to the happening of the event for which such determination is made.
The term Operating Property, as used above, means (i) any interest in real property owned by us and (ii) any asset owned by us that is depreciable in accordance with GAAP.
The term Sale and Lease-Back Transaction, as used above, means any arrangement with any person providing for the leasing to us of any Operating Property (except for leases for a term,
including any renewals, of not more than 48 months), which Operating Property has been or is to be sold or transferred by us to such person; provided, however, Sale and Lease-Back Transaction
does not include any arrangement (i) first entered into prior to the date of the indenture and (ii) involving the exchange of any Operating Property for any property subject to an arrangement first
entered into prior to the date of the indenture.
The term Value, as used above, means, with respect to a Sale and Lease-Back Transaction, as of any particular time, the amount equal to the greater of (i) the net proceeds to us from the sale
or transfer of the property leased pursuant to the Sale and Lease-Back Transaction or (ii) the net book value of the property leased, as determined by us in accordance with GAAP, in either case
multiplied by a fraction, the numerator of which will be equal to the number of full years of the term of the lease that is part of the Sale and Lease-Back Transaction remaining at the time of
determination and the denominator of which will be equal to the number of full years of the term of the lease, without regard, in any case, to any renewal or extension options contained in the lease.
Consolidation, Merger, Conveyance, Sale or Transfer
We have agreed not to consolidate with or merge into any other entity or convey, sell or otherwise transfer our properties and assets substantially as an entirety to any entity unless:
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the successor is an entity organized and existing under the laws of the United States of America or any State of the United States or the District of Columbia;
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the successor expressly assumes by a supplemental indenture the due and punctual payment of the principal of, and premium, if any, and interest, if any, on all the outstanding debt securities
under the indenture and the performance of every covenant of the indenture that we would otherwise have to perform or observe; and |
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immediately after giving effect to the transactions, no event of default with respect to any series of debt securities and no event which after notice or lapse of time or both would become an
event of default with respect to any series of debt securities will have occurred and be continuing.
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Modification of the Indenture
Under the indenture or any supplemental indenture, the rights of the holders of debt securities may be changed with the consent of the holders representing a majority in principal amount of the
outstanding debt securities of all series affected by the change, voting as one class, provided that the following changes may not be made without the consent of the holders of each outstanding debt
security affected thereby:
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change the fixed date upon which the principal of or the interest on any debt security is due and payable, or reduce the principal amount thereof or the rate of interest or change the method
of calculating such rate of interest or reduce any premium payable upon the redemption thereof, or reduce the amount of the principal of an original issue discount security that would be
payable upon a declaration of acceleration of the maturity thereof, or change the currency in which, any debt security or any premium, if any, or the interest thereon is payable, or impair the
right to institute suit for the enforcement of any payment on or after the date such payment is due or, in the case of redemption, on or after the date fixed for such redemption; |
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reduce the stated percentage of debt securities, the consent of the holders of which is required for any modification of the applicable indenture or for waiver by the holders of certain of their
rights; or |
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modify certain provisions of the indenture.
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An original issue discount security means any security authenticated and delivered under the indenture which provides for an amount less than the principal amount thereof to be due and
payable upon the declaration of acceleration of the maturity thereof.
The indenture also permits us and the trustee to amend the indenture without the consent of the holders of any debt securities for any of the following purposes:
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to evidence the assumption by any permitted successor of our covenants in the indenture and in the debt securities; |
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to add to the covenants with which we must comply or to surrender any of our rights or powers under the indenture; |
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to add additional events of default; |
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to change, eliminate, or add any provision to the indenture; provided, however, if the change, elimination, or addition will adversely affect the interests of the holders of debt securities of any
series, other than any series the terms of which permit such change, elimination or addition, in any material respect, such change, elimination, or addition will become effective with respect to
such series only:
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when the consent of the holders of debt securities of such series has been obtained in accordance with the indenture; or |
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when no debt securities of such series remain outstanding under the indenture;
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to provide collateral security for all of the debt securities; |
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to establish the form or terms of debt securities of any other series as permitted by the indenture;
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to provide for the authentication and delivery of bearer securities and coupons attached thereto and for the registration, exchange and replacement thereof and for the giving of notice to, and
the solicitation of the vote or consent of the holders of the debt securities; |
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to evidence and provide for the acceptance of appointment of a successor trustee; |
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to provide for the procedures required for use of a noncertificated system of registration for the debt securities of all or any series; |
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to change any place where principal, premium, if any, and interest shall be payable, debt securities may be surrendered for registration of transfer or exchange and notices to us may be served;
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to cure any ambiguity or inconsistency or to make any other provisions with respect to matters and questions arising under the indenture; provided that such action shall not adversely affect the
interests of the holders of debt securities of any series in any material respect.
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Events of Default
An event of default with respect to any series of debt securities is defined in the indenture as being any one of the following:
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failure to pay interest on the debt securities of that series for 30 days after payment is due, provided, however, if applicable to that series, that a valid extension of the interest payment period
by us as contemplated in the indenture will not constitute a failure to pay interest; |
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failure to pay principal of or any premium on the debt securities of that series when due, whether at stated maturity or upon earlier acceleration or redemption; |
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failure to perform other covenants in the indenture for 90 days after we are given written notice from the trustee or the trustee receives written notice from the registered owners of at least
33% in principal amount of the debt securities of that series; however, the trustee or the trustee and the holders of such principal amount of debt securities of that series can agree to an
extension of the 90-day period and such an agreement to extend will be automatically deemed to occur if we are diligently pursuing action to correct the default; |
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certain events of bankruptcy, insolvency, reorganization, receivership or liquidation relating to us; and |
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any other event of default included in the supplemental indenture, board resolution or officers certificate for that series of debt securities.
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An event of default regarding a particular series of debt securities will not necessarily constitute an event of default for any other series of debt securities.
We will be required to file with the trustee annually an officers certificate as to the absence of default in performance of certain covenants in the indenture. The indenture provides that the
trustee may withhold notice to the holders of the debt securities of any default, except in the case of default in the payment of principal of, or premium, if any, or interest, if any, on the debt
securities or in the payment of any sinking fund installment with respect to the debt securities, if the trustee in good faith determines that it is in the interest of the holders of the debt securities to
do so.
The indenture provides that, if an event of default with respect to the debt securities of any series occurs and continues, either the trustee or the holders of 33% or more in aggregate principal
amount of the debt securities of that series may declare the principal amount of all the debt securities to be due and payable immediately. However, if the event of default is applicable to all
outstanding debt securities under the indenture, or if related to certain events of bankruptcy, insolvency, reorganization, arrangement, adjustment, composition or other similar events, only the trustee
or holders of at least 33% in principal amount of all outstanding debt securities of all series, voting as one class, and not the holders of any one series, may make such a declaration of acceleration.
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At any time after a declaration of acceleration with respect to the debt securities of any series has been made and before a judgment or decree for payment of the money due has been obtained,
the event of default giving rise to such declaration of acceleration will be considered waived, and such declaration and its consequences will be considered rescinded and annulled, if:
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we have paid or deposited with the trustee a sum sufficient to pay:
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all overdue interest, if any, on all debt securities of that series, |
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the principal of and premium, if any, on any debt securities of that series which have otherwise become due and interest, if any, that is currently due, including interest on overdue interest,
if any, and |
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all amounts due to the trustee under the indenture; and
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any other event of default with respect to the debt securities of that series other than the nonpayment of principal of the securities of such series which shall have become due solely by such
declaration of acceleration, has been cured or waived as provided in the indenture.
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There is no automatic acceleration, even in the event of our bankruptcy, insolvency or reorganization.
Subject to the provisions of the indenture relating to the duties of the trustee, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request or
direction of any of the holders of the debt securities, unless the holders shall have offered to the trustee reasonable indemnity, against costs, expenses and liabilities which might be incurred by it in
compliance with the request or direction.
Subject to the provision for indemnification, the holders of a majority in principal amount of the debt securities of any series will have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the trustee, or exercising any trust or power conferred on the trustee with respect to the debt securities of that series. However, if the event of
default relates to more than one series of debt securities, only the holders of a majority in aggregate principal amount of all affected series will have the right to give this direction. However, the
trustee shall have the right to decline to follow any direction if the trustee shall determine that the action so directed conflicts with any law or the provisions of the indenture or if the trustee shall
determine that the action would be prejudicial to holders not taking part in the direction.
Satisfaction and Discharge
We will be discharged from our obligations on the debt securities of any series, or any portion of the principal amount of the debt securities of any series, if we:
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irrevocably deposit with the trustee sufficient cash or eligible obligations (or a combination of both) to pay any principal, or portion of principal, interest, premium and other sums when due on
the debt securities at their maturity, stated maturity date, or redemption; and |
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deliver to the trustee:
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a company order stating that the money and eligible obligations deposited in accordance with the indenture shall be held in trust and certain opinions of counsel and of an independent
public accountant; |
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if such deposit shall have been made prior to the maturity of the debt securities of the series, an officers certificate stating our intention that, upon delivery of the officers certificate, our
indebtedness in respect of those debt securities, or the portions thereof, will have been satisfied and discharged as contemplated in the indenture; and |
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an opinion of counsel to the effect that, as a result of a change in law or a ruling of the United States Internal Revenue Service, the holders of the debt securities of the series, or portions
thereof, will not recognize income, gain or loss for United States federal income tax purposes as a result of the satisfaction and discharge of our indebtedness and will be subject to United
States federal income tax on the same amounts, at the same times and in the same manner as if we had not so satisfied and discharged our indebtedness.
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For this purpose, eligible obligations include direct obligations of, or obligations unconditionally guaranteed by, the United States entitled to the benefit of the full faith and credit thereof and
certificates, depositary receipts or other instruments which evidence a direct ownership interest in such obligations or in any specific interest or principal payments due in respect thereof and which do
not contain provisions permitting their redemption or other prepayment at the option of the issuer thereof.
In the event that all of the conditions set forth above have been satisfied for any series of debt securities, or portions thereof, except that, for any reason, we have not delivered the officers
certificate and opinion described in clauses (b) and (c) above, the holders of those debt securities will no longer be entitled to the benefits of certain of our covenants under the indenture, including
the covenant described above in Limitation on Liens. Our indebtedness in respect of those debt securities, however, will not be deemed to have been satisfied and discharged prior to maturity, and
the holders of those debt securities may continue to look to us for payment of the indebtedness represented thereby.
The indenture will be deemed satisfied and discharged when no debt securities remain outstanding and when we have paid all other sums payable by us under the indenture. All moneys we pay
to the trustee or any paying agent on debt securities which remain unclaimed at the end of two years after payments have become due will be paid to us or upon our order. Thereafter, the holder of
those debt securities may look only to us for payment and not the trustee or any paying agent.
Resignation or Removal of Trustee
The trustee may resign at any time by giving written notice to us specifying the day upon which the resignation is to take effect. The resignation will take effect immediately upon the later of the
appointment of a successor trustee and the specified day.
The trustee may be removed at any time by an instrument or concurrent instruments in writing delivered to the trustee and us and signed by the holders, or their attorneys-in-fact, representing a
majority in principal amount of the then outstanding debt securities. In addition, under certain circumstances, we may remove the trustee upon notice to the holder of each debt security outstanding
and the trustee, and appointment of a successor trustee.
Concerning the Trustee
The Bank of New York Mellon is the trustee under the indenture. We and our affiliates maintain other banking relationships in the ordinary course of business with the trustee and its affiliates.
Governing Law
The indenture and the debt securities are governed by and construed in accordance with the laws of the State of New York, except to the extent that the law of any other jurisdiction shall be
mandatorily applicable.
DESCRIPTION OF SENIOR SECURED DEBT SECURITIES
The senior secured debt securities that we may offer from time to time by this prospectus may be issued as first mortgage bonds under our General Mortgage Indenture and Deed of Trust dated
as of January 1, 1998, as amended and supplemented, or the mortgage indenture, to The Bank of New York Mellon, as trustee, or the mortgage trustee. Alternatively, we may issue senior secured
debt securities as senior secured notes under a separate indenture with a trustee where the trustee holds first mortgage bonds issued under our mortgage indenture that are pledged as security for the
benefit of holders of the senior secured notes. The particular terms of any series of our first mortgage bonds or senior secured notes and the material provisions of our mortgage indenture and,
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as applicable, any senior secured note indenture will be described in the applicable prospectus supplement.
PLAN OF DISTRIBUTION
We may sell securities to one or more underwriters or dealers for public offering and sale by them, or we may sell the securities to investors directly or through agents. The prospectus
supplement relating to the securities being offered will set forth the terms of the offering and the method of distribution and will identify any firms acting as underwriters, dealers or agents in
connection with the offering, including:
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the name or names of any underwriters; |
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the purchase price of the securities and the proceeds to us from the sale; |
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any underwriting discounts and other items constituting underwriters compensation; |
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any public offering price; |
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any discounts or concessions allowed or reallowed or paid to dealers; and |
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any securities exchange or market on which the securities may be listed.
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Only those underwriters identified in the prospectus supplement are deemed to be underwriters in connection with the securities offered in the prospectus supplement.
We may distribute the securities from time to time in one or more transactions at a fixed price or prices, which may be changed, or at prices determined as the prospectus supplement specifies.
We may sell securities through forward contracts or similar arrangements. In connection with the sale of securities, underwriters, dealers or agents may be deemed to have received compensation from
us in the form of underwriting discounts or commissions and also may receive commissions from securities purchasers for whom they may act as agent. Underwriters may sell the securities to or
through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters or commissions from the purchasers for whom they may act as
agent.
We may sell the securities directly or through agents we designate from time to time. Any agent involved in the offer or sale of the securities covered by this prospectus will be named in a
prospectus supplement relating to such securities. Commissions payable by us to agents will be set forth in a prospectus supplement relating to the securities being offered. Unless otherwise indicated
in a prospectus supplement, any such agents will be acting on a best-efforts basis for the period of their appointment.
Some of the underwriters, dealers or agents and some of their affiliates who participate in the securities distribution may engage in other transactions with, and perform other services for, us and
our subsidiaries or affiliates in the ordinary course of business.
Any underwriting or other compensation which we pay to underwriters or agents in connection with the securities offering, and any discounts, concessions or commissions which underwriters
allow to dealers, will be set forth in the applicable prospectus supplement. Underwriters, dealers and agents participating in the securities distribution may be deemed to be underwriters, and any
discounts and commissions they receive and any profit they realize on the resale of the securities may be deemed to be underwriting discounts and commissions under the Securities Act.
Underwriters, and their controlling persons, and agents may be entitled, under agreements we enter into with them, to indemnification against certain civil liabilities, including liabilities under the
Securities Act.
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LEGAL MATTERS
Unless otherwise indicated in the applicable prospectus supplement, the validity of the securities offered under this prospectus will be passed upon for us by Wendy L. Stark, Esq., Associate
General Counsel of our parent corporation, FirstEnergy, and Akin Gump Strauss Hauer & Feld LLP, New York, New York. As of August 31, 2008, Ms. Stark owned approximately 6,186.857 shares of
common stock of FirstEnergy and 3,618.72 shares of unvested restricted stock units. Additional legal matters may be passed on for us, or any underwriters, dealers or agents, by counsel we will name
in the applicable prospectus supplement.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The financial statements incorporated in this prospectus by reference to our Annual Report on Form 10-K for the year ended December 31, 2007, have been so incorporated in reliance on the
report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
With respect to our unaudited financial information for the three-month periods ended March 31, 2008 and 2007 and for the three-month and six-month periods ended June 30, 2008 and 2007,
incorporated by reference in this prospectus, PricewaterhouseCoopers LLP reported that they have applied limited procedures in accordance with professional standards for a review of such
information. However, their separate reports dated May 7, 2008 and August 7, 2008 for the quarter ended March 31, 2008 and for the quarter and six-month periods ended June 30, 2008, respectively,
incorporated by reference herein states that they did not audit and they do not express an opinion on that unaudited financial information. Accordingly, the degree of reliance on their reports on such
information should be restricted in light of the limited nature of the review procedures applied. PricewaterhouseCoopers LLP is not subject to the liability provisions of Section 11 of the Securities
Act for their reports on the unaudited financial information because those reports are not a report or a part of the registration statement prepared or certified by PricewaterhouseCoopers LLP
within the meaning of Sections 7 and 11 of the Securities Act.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We are incorporating by reference certain information we file with the SEC, which means that we can disclose important information to you by referring you to those documents without restating
them in this prospectus. The information incorporated by reference is considered to be part of this prospectus. The information in this prospectus is not complete, and should be read together with
the information incorporated herein by reference. We incorporate by reference in this prospectus the following documents or information filed or to be filed with the SEC (other than, in each case,
documents or information deemed to have been furnished and not filed in accordance with SEC rules):
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our Annual Report on Form 10-K for the year ended December 31, 2007; |
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our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2008 and June 30, 2008; and |
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all documents filed by us under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after the date of this prospectus and before completion of this offer, which information will
automatically update and supersede the information contained or incorporated by reference in this prospectus.
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We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, upon written or oral request at no cost to the requester, a copy of any or all of the reports or
documents that have been incorporated by reference in this prospectus but not delivered with this prospectus. Requests for these reports or documents must be made to:
Ohio Edison Company
c/o FirstEnergy Corp.
76 South Main Street
Akron, Ohio 44308-1890
Attention: Shareholder Services
(800) 736-3402
The incorporated reports and other documents may also be accessed at the websites mentioned under the heading Where You Can Find More Information below.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports and other information with the SEC under the Exchange Act. These reports and other information can be inspected and copied at the SECs public
reference room at 100 F Street, N.E., Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. This material is also
available from the SECs website at http://www.sec.gov or from the website of our parent, FirstEnergy, at http://www.firstenergycorp.com/ir. Information available on FirstEnergys website, other than
the reports we file pursuant to the Exchange Act that are incorporated by reference in this prospectus, does not constitute a part of this prospectus.
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PROSPECTUS
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Debt Securities
This prospectus relates to debt securities that The Cleveland Electric Illuminating Company may offer from time to time. The securities may be offered in one or more series and in an amount
or number, at prices and on other terms and conditions that we will determine at the time of the offering. The securities may be our secured or unsecured debt obligations.
We will provide specific terms of these offerings and securities in supplements to this prospectus. You should read carefully this prospectus, the information incorporated by reference in this
prospectus and any prospectus supplement before you invest. This prospectus may not be used to offer or sell any securities unless accompanied by a prospectus supplement.
Investing in these securities involves certain risks. See Risk Factors on page 1 to read about factors you should consider before buying our securities.
We may offer these securities directly or through underwriters, agents or dealers. The supplements to this prospectus will describe the terms of any particular plan of distribution, including any
underwriting arrangements. See the Plan of Distribution section beginning on page 10 of this prospectus for more information.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus.
Any representation to the contrary is a criminal offense.
This prospectus is dated September 22, 2008
TABLE OF CONTENTS
You should rely only on the information contained in this document or to which we have referred you. We have not authorized anyone to provide you with information that is different. This
document may only be used where it is legal to sell our securities.
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ABOUT THIS PROSPECTUS
This prospectus is a part of a registration statement that we filed with the Securities and Exchange Commission, or the SEC, utilizing an automatic shelf registration process. We may use this
prospectus to offer and sell from time to time any one or a combination of the securities described in this prospectus in one or more offerings. This prospectus provides you with a general description
of the securities we may offer. Each time we sell securities, we will describe in an accompanying prospectus supplement the type, amount or number and other terms and conditions of the securities
being offered, the price at which the securities are being offered, and the plan of distribution for the securities. The specific terms of the offered securities may vary from the general terms of the
securities described in this prospectus, and accordingly the description of the securities contained in this prospectus is subject to, and qualified by reference to, the specific terms of the offered
securities contained in the accompanied prospectus supplement. The prospectus supplement may also add to, update or change information contained in this prospectus, including information about us.
Therefore, for a complete understanding of the offered securities, you should read both this prospectus and any prospectus supplement together with additional information described under the
heading Where You Can Find More Information.
For more detailed information about the securities, you can also read the exhibits to the registration statement. Those exhibits have been either filed with the registration statement or
incorporated by reference to earlier SEC filings listed in the registration statement.
In this prospectus, unless the context indicates otherwise, the words the company, we, our, ours and us refer to The Cleveland Electric Illuminating Company and its consolidated
subsidiaries.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements contained in this prospectus and incorporated by reference into this prospectus are forward-looking statements within the meaning of Section 27A of the Securities Act of
1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These statements include declarations regarding our intents,
beliefs and current expectations. In some cases, you can identify forward-looking statements by terminology such as may, will, should, expects, plans, anticipates, believes, estimates,
predicts, potential or continue or the negative of such terms or other comparable terminology. Forward-looking statements are not guarantees of future performance, and actual results could
differ materially from those indicated by the forward-looking statements. Forward-looking statements involve estimates, assumptions, known and unknown risks, uncertainties and other factors that
may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by
such forward-looking statements.
The forward-looking statements contained and incorporated by reference herein are qualified in their entirety by reference to the following important factors, which are difficult to predict, contain
uncertainties, are beyond our control and may cause actual results to differ materially from those contained in forward-looking statements:
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the speed and nature of increased competition and deregulation in the electric utility industry; |
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the impact of the rulemaking process of Public Utilities Commission of Ohio, or PUCO, on our July 2008 Electric Security Plan and Market Rate Offer filings; |
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economic or weather conditions affecting future sales and margins; |
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changes
in markets for energy services; |
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changing
energy and commodity market prices and availability; |
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replacement power costs being higher than anticipated or inadequately hedged; |
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our ability to continue to collect transition and other charges or to recover increased transmission costs;
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maintenance costs being higher than anticipated; |
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other legislative and regulatory changes (including revised environmental requirements); |
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the impact of the U.S. Court of Appeals July 11, 2008 decision to vacate the Clean Air Interstate Rules and the scope of any laws, rules or regulations that may ultimately take their place; |
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the uncertainty of the timing and amounts of the capital expenditures (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 or other potential regulatory initiatives; |
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adverse regulatory or legal decisions and outcomes (including, but not limited to, the revocation of necessary licenses or operating permits and oversight) by the Nuclear Regulatory Commission
and the Public Utilities Commission of Ohio; |
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our ability to comply with applicable state and federal reliability standards; |
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our ability to accomplish or realize anticipated benefits from strategic goals (including employee workforce initiatives); |
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our ability to improve electric commodity margins and to experience growth in the distribution business; |
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our ability to access the public securities and other capital markets and the cost of such capital; |
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the risks and other factors discussed from time to time in our filings with the SEC, including our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q incorporated herein
by reference and in this prospectus or any prospectus supplement under the heading Risk Factors; and |
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other similar factors.
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Any forward-looking statements speak only as of the date of this prospectus, and we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the
date on which such statements are made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict all of such factors, nor can
we assess the impact of any such factors on our business or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-
looking statements. The foregoing review of factors should not be construed as exhaustive.
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THE COMPANY
We are one of eight wholly-owned electric utility operating subsidiaries of FirstEnergy Corp., or FirstEnergy. We were organized under the laws of the State of Ohio in 1892 and own property
and do business as an electric public utility in that state. We engage primarily in the distribution and sale of electric energy to communities in a 1,700 square mile area of northeastern Ohio. The area
we serve has a population of approximately 1.9 million.
Our principal executive offices are located at 76 South Main Street, Akron, Ohio 44308-1890. Our telephone number is (800) 736-3402.
RISK FACTORS
Investing in our securities involves risks. Before purchasing any securities we offer, you should carefully consider the risk factors that are incorporated by reference herein from the section
captioned Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2007 and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2008 and, June 30,
2008, together with all of the other information included in this prospectus and any prospectus supplement and any other information that we have incorporated by reference, including annual,
quarterly and other reports filed with the SEC subsequent to the date hereof. Any of these risks, as well as other risks and uncertainties, could harm our financial condition, results of operations or
cash flows. See also Cautionary Note Regarding Forward-Looking Statements in this prospectus.
USE OF PROCEEDS
We intend to use the net proceeds we receive from issuance of these debt securities for general corporate purposes, unless otherwise specified in the prospectus supplement relating to a specific
issue of debt securities. General corporate purposes may include, but are not limited to, financing and operating activities, capital expenditures, acquisitions, maintenance of our assets and refinancing
our existing indebtedness.
RATIO OF EARNINGS TO FIXED CHARGES
The following table contains our consolidated ratio of earnings to fixed charges for the periods indicated. You should read these ratios in connection with our consolidated financial statements,
including the notes to those statements, incorporated by reference in this prospectus.
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2.53 |
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3.00 |
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3.14 |
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3.64 |
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3.61 |
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3.20 |
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3.93 |
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For purposes of the calculation of our consolidated ratio of earnings to fixed charges, earnings have been computed by adding to Income before extraordinary items total interest and other
charges, before reduction for amounts capitalized, provision for income taxes and the estimated interest element of rentals charged to income, and fixed charges include interest on long-term debt,
other interest expense, subsidiaries preferred stock dividend requirements and the estimated interest element of rentals charged to income.
DESCRIPTION OF SENIOR UNSECURED DEBT SECURITIES
The senior unsecured debt securities that we may offer from time to time by this prospectus, and which we refer to in this section as debt securities, will be our senior unsecured debt securities
and will rank equally with all of our other unsecured and unsubordinated debt. The debt securities will be issued under an indenture, dated as of December 1, 2003, between us and The Bank of New
York Mellon Trust Company, N.A. The indenture gives us broad authority to set the particular terms of each series of debt securities, including the right to modify certain of the terms contained in
the indenture. The particular terms of a series of debt securities and the extent, if any, to which such particular terms modify the terms of the indenture or otherwise vary from the terms
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and provisions set forth below will be described in the prospectus supplement relating to those debt securities.
The indenture contains the full text of the matters described in this section. Because this section is a summary, it does not describe every aspect of the debt securities or the indenture. This
summary is subject to and qualified in its entirety by reference to all the provisions of the indenture, including definitions of terms used in the indenture. You should read the indenture incorporated
by reference as an exhibit to the registration statement of which this prospectus is a part. Whenever we refer to particular sections or defined terms of the indenture in this prospectus or in a
prospectus supplement, these sections or defined terms are incorporated by reference herein or in the prospectus supplement. This summary also is subject to and qualified by reference to the
description of the particular terms of the debt securities described in the applicable prospectus supplement or supplements.
If applicable, the prospectus supplement relating to an issue of debt securities will describe any special United States federal income tax considerations relevant to those debt securities.
There is no requirement under the indenture that future issues of our debt securities be issued under the indenture. We will be free to use other indentures or documentation, containing
provisions different from those included in the indenture or applicable to one or more issues of debt securities, in connection with future issues of other debt securities. The provisions of any such
other indentures or documentation will be described in the applicable prospectus supplement.
General
The indenture does not limit the aggregate principal amount of debt securities that we may issue under the indenture. The indenture provides that the debt securities may be issued in one or
more series. The debt securities may be issued at various times and may have differing maturity dates and may bear interest at differing rates. We need not issue all debt securities of one series at
the same time and, unless otherwise provided, we may reopen a series, without the consent of the holders of the debt securities of that series, for issuances of additional debt securities of that series.
Prior to the issuance of each series of debt securities, the terms of the particular securities will be specified in a supplemental indenture, a board resolution or one or more officers certificates
authorized pursuant to a board resolution. We refer you to the applicable prospectus supplement for a description of the following terms of the particular series of debt securities offered thereby:
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title of the debt securities; |
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any limit on the aggregate principal amount of the debt securities; |
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the person to whom any interest on the debt securities shall be payable, if other than the person in whose name the debt securities are registered at the close of business on the regular record
date for that interest; |
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the date or dates on which the principal of the debt securities will be payable or how the date or dates will be determined; |
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the rate or rates at which the debt securities will bear interest, if any, or how the rate or rates will be determined, and the date or dates from which interest will accrue; |
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the dates on which interest will be payable; |
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the record dates for payments of interest; |
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the place or places, if any, in addition to the office of the trustee, where the principal of, and premium, if any, and interest, if any, on the debt securities will be payable; |
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the period or periods within which, the price or prices at which, and the terms and conditions upon which the debt securities may be redeemed, in whole or in part, at our option; |
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any sinking fund or other provisions or options held by holders of the debt securities that would obligate us to purchase or redeem the debt securities;
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the percentage, if less than 100%, of the principal amount of the debt securities that will be payable if the maturity of the debt securities is accelerated; |
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whether the debt securities will be issued in book-entry form, represented by one or more global securities certificates deposited with, or on behalf of, a securities depositary and registered in
the name of the depositary or its nominee, and if so, the identity of the depositary; |
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any changes or additions to the events of default under the indenture or changes or additions to our covenants under the indenture; |
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any collateral security, assurance or guarantee for the debt securities; and |
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any other specific terms applicable to the debt securities.
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Unless we otherwise indicate in the applicable prospectus supplement, the debt securities will be denominated in United States currency in minimum denominations of $1,000 and multiples of
$1,000.
Unless we otherwise indicate in the applicable prospectus supplement, there are no provisions in the indenture or the debt securities that require us to redeem, or permit the holders to cause a
redemption of, the debt securities or that otherwise protect the holders in the event that we incur substantial additional indebtedness, whether or not in connection with a change in control of our
company.
If applicable, the prospectus supplement relating to an issue of debt securities will describe any special United States federal income tax considerations relevant to those debt securities.
Payment and Paying Agents
Unless otherwise indicated in a prospectus supplement, we will pay interest on our debt securities on each interest payment date by wire transfer to an account at a banking institution in the
United States that is designated in writing to the trustee by the person entitled to that payment or by check mailed to the person in whose name the debt security is registered as of the close of
business on the regular record date relating to the interest payment date, except that interest payable at stated maturity, upon redemption or otherwise, will be paid to the person to whom principal is
paid. However, if we default in paying interest on a debt security, we may pay defaulted interest to the registered owner of the debt security as of the close of business on a special record date
selected by the trustee, which will be between 10 and 15 days before the date we propose for payment of the defaulted interest, or in any other lawful manner of payment that is consistent with the
requirements of any securities exchange on which the debt securities may be listed for trading, if the trustee finds it practicable.
Redemption
We will set forth any terms for the redemption of debt securities in a prospectus supplement. Unless we indicate differently in a prospectus supplement, and except with respect to debt securities
redeemable at the option of the registered holder, debt securities will be redeemable upon notice by mail between 30 and 60 days prior to the redemption date. If less than all of the debt securities
of any series or any tranche of a series are to be redeemed, the trustee will select the debt securities to be redeemed and will choose the method of random selection it deems fair and appropriate.
Debt securities will cease to bear interest on the redemption date. We will pay the redemption price and any accrued and unpaid interest to the redemption date once you surrender the debt
security for redemption. If only part of a debt security is redeemed, the trustee will deliver to you a new debt security of the same series for the remaining portion without charge.
We may make any redemption conditional upon the receipt by the paying agent, on or prior to the date fixed for redemption, of money sufficient to pay the redemption price. In this
circumstance, if the paying agent has not received the money by the date fixed for redemption, we will not be required to redeem the debt securities.
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Registration, Transfer and Exchange
The debt securities will be issued without interest coupons unless otherwise indicated in the applicable prospectus supplement. Debt securities of any series will be exchangeable for other debt
securities of the same series of any authorized denominations and of a like aggregate principal amount and tenor, unless otherwise indicated in the applicable prospectus supplement.
Unless we otherwise indicate in the applicable prospectus supplement, debt securities may be presented for registration of transfer, duly endorsed or accompanied by a duly executed written
instrument of transfer, at the office or agency maintained for this purpose, without service charge except for reimbursement of taxes and other governmental charges as described in the indenture.
In the event of any redemption of debt securities of any series, the trustee will not be required to exchange or register a transfer of any debt securities of the series selected, called or being
called for redemption except the unredeemed portion of any debt security being redeemed in part.
Certain Covenants
Limitation on Liens
The indenture provides that, so long as any debt securities are outstanding, we may not issue, assume, guarantee or permit to exist any Debt (as defined below) that is secured by any mortgage,
security interest, pledge or lien (Lien) of or upon any of our Operating Property (as defined below), whether owned at the date of the indenture or subsequently acquired, without effectively
securing such debt securities (together with, if we so determine, any of our other indebtedness ranking equally with such debt securities) equally and ratably with that Debt (but only so long as that
Debt is so secured).
The foregoing restriction will not apply to:
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Liens on any Operating Property existing at the time of its acquisition (which Liens may also extend to subsequent repairs, alterations and improvements to that Operating Property); |
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Liens on operating property of a corporation existing at the time such corporation is merged into or consolidated with, or at the time the corporation sells, leases or otherwise disposes of its
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Liens on Operating Property to secure the costs of acquisition, construction, development or substantial repair, alteration or improvement of property or to secure Debt incurred to provide
funds for any of those purposes or for reimbursement of funds previously expended for any of those purposes, provided the Liens are created or assumed contemporaneously with, or within
18 months after, the acquisition or the completion of substantial repair or alteration, construction, development or substantial improvement; |
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Liens in favor of any state or any department, agency or instrumentality or political subdivision of any state, or for the benefit of holders of securities issued by any such entity (or providers
of credit enhancement with respect to those securities), to secure any Debt (including, without limitation, our obligations with respect to industrial development, pollution control or similar
revenue bonds) incurred for the purpose of financing or refinancing all or any part of the purchase price or the cost of substantially repairing or altering, constructing, developing or
substantially improving property which at the time of such purchase, repair, alteration, construction, development or improvement was owned or operated by us; |
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Liens securing Debt outstanding as of the date of issuance of the debt securities as the first series of debt securities issued under the indenture; |
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Liens securing Debt which matures less than 12 months from its issuance or incurrence and is not extendible at our option;
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Liens on Operating Property which is the subject of a lease agreement designating us as lessee and all of our right, title and interest in such Operating Property and such lease agreement,
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Liens for taxes and similar levies, deposits to secure performance or obligations under certain specified circumstances and laws, mechanics and other similar Liens arising in the ordinary
course of business, Liens created by or resulting from legal proceedings being contested in good faith, and certain other similar Liens arising in the ordinary course of business; |
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Liens related to moneys held in trust by the trustee for the benefit of the holders of the debt securities; or |
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any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in clauses (1) through (9), provided, however, that
the principal amount of Debt secured thereby and not otherwise authorized by clauses (1) through (9), must not exceed the principal amount of Debt, plus any premium or fee payable in
connection with the extension, renewal or replacement, so secured at the time of the extension, renewal or replacement.
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However, the foregoing restriction will not apply to our issuance, assumption or guarantee of Debt secured by a Lien which would otherwise be subject to the foregoing restriction up to an
aggregate amount which, together with all of our other secured Debt then outstanding (not including secured Debt permitted under any of the foregoing exceptions) and the Value (as defined below)
of Sale and Lease-Back Transactions (as defined below) existing at that time (other than Sale and Lease-Back Transactions the proceeds of which have been applied to the retirement of certain
indebtedness, Sale and Lease-Back Transactions in which the property involved would have been permitted to be subjected to a Lien under any of the foregoing exceptions in clauses (1) to (10) and
Sale and Lease-Back Transactions that are permitted by the first sentence of Limitation on Sale and Lease-Back Transactions below), does not exceed the greater of 15% of our Net Tangible
Assets and 15% of Capitalization (as those terms are defined below), in each case, determined in accordance with generally accepted accounting principles (GAAP) and as of a date not more than
60 days prior to such issuance, assumption or guarantee of debt. As of June 30, 2008, our Net Tangible Assets were $1.5 billion and our Capitalization was $3.1 billion.
Limitation on Sale and Lease-Back Transactions
The indenture provides that so long as any debt securities are outstanding, we may not enter into or permit to exist, any Sale and Lease-Back Transaction with respect to any Operating Property
(except for transactions involving leases for a term, including renewals, of not more than 48 months), if the purchasers commitment is obtained more than 18 months after the later of the completion
of the acquisition, construction or development of that Operating Property or the placing in operation of that Operating Property or of that Operating Property as constructed or developed or
substantially repaired, altered or improved.
This restriction will not apply if:
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we would be entitled pursuant to any of the provisions described in clauses (1) to (10) of the first sentence of the second paragraph under Limitation on Liens above to issue, assume,
guarantee or permit to exist Debt secured by a Lien on that Operating Property without equally and ratably securing the debt securities; |
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after giving effect to a Sale and Lease-Back Transaction, we could incur pursuant to the provisions described in the last paragraph under Limitation on Liens above, at least $1.00 of
additional Debt secured by Liens (other than Liens permitted by the preceding paragraph); or |
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we apply within 180 days an amount equal to, in the case of a sale or transfer for cash, the net proceeds (not exceeding the net book value), and, otherwise, an amount equal to the fair value
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subject to reduction for debt securities and Debt retired during the 180-day period otherwise than pursuant to mandatory sinking fund or prepayment provisions and payments at stated
maturity.
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The term Capitalization, as used above, means the total of all the following items appearing on, or included in, our consolidated balance sheet: (i) liabilities for indebtedness maturing more
than 12 months from the date of determination; and (ii) common stock, preferred stock, premium on capital stock, capital surplus, capital in excess of par value, and retained earnings (however the
foregoing may be designated), less, to the extent not otherwise deducted, the cost of shares of our capital stock held in our treasury.
The term Debt, as used above, means any outstanding debt for money borrowed evidenced by notes, debentures, bonds, or other securities.
The term Net Tangible Assets, as used above, means the amount shown as total assets on our consolidated balance sheet, less the following: (i) intangible assets including, but without
limitation, such items as goodwill, trademarks, trade names, patents, and unamortized debt discount and expense and other regulatory assets carried as an asset on our consolidated balance sheet; (ii)
current liabilities; and (iii) appropriate adjustments, if any, related to minority interests. Such amounts shall be determined in accordance with generally accepted accounting principles and practices
applicable to the type of business in which we are engaged and may be determined as a date not more than sixty (60) days prior to the happening of the event for which such determination is being
made.
The term Operating Property, as used above, means (i) any interest in real property owned by us and (ii) any asset owned by us that is depreciable in accordance with GAAP.
The term Sale and Lease-Back Transaction, as used above, means any arrangement with any person providing for the leasing to us of any Operating Property (except for leases for a term,
including any renewals, of not more than 48 months), which Operating Property has been or is to be sold or transferred by us to such person; provided, however, Sale and Lease-Back Transaction
does not include any arrangement first entered into prior to the date of the indenture and involving the exchange of any Operating Property for any property subject to an arrangement first entered
into prior to the date of the indenture.
The term Value, as used above, means, with respect to a Sale and Lease-Back Transaction, as of any particular time, the amount equal to the greater of (i) the net proceeds to us from the sale
or transfer of the property leased pursuant to the Sale and Lease-Back Transaction or (ii) the net book value of the property leased, as determined by us in accordance with GAAP, in either case
multiplied by a fraction, the numerator of which will be equal to the number of full years of the term of the lease that is part of the Sale and Lease-Back Transaction remaining at the time of
determination and the denominator of which will be equal to the number of full years of the term of the lease, without regard, in any case, to any renewal or extension options contained in the lease.
Consolidation, Merger, Conveyance, Sale or Transfer
We have agreed not to consolidate with or merge into any other entity or convey, sell or otherwise transfer our properties and assets substantially as an entirety to any entity unless:
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the successor is an entity organized and existing under the laws of the United States of America or any State of the United States or the District of Columbia; |
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the successor expressly assumes by a supplemental indenture the due and punctual payment of the principal of, and premium, if any, and interest, if any, on all the outstanding debt securities
under the indenture and the performance of every covenant of the indenture that we would otherwise have to perform or observe; and |
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immediately after giving effect to the transactions, no event of default with respect to any series of debt securities and no event which after notice or lapse of time or both would become an
event of default with respect to any series of debt securities shall have occurred and be continuing.
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Modification of the Indenture
Under the indenture or any supplemental indenture, the rights of the holders of debt securities may be changed with the consent of the holders representing a majority in principal amount of the
outstanding debt securities of all series affected by the change, voting as one class, provided that the following changes may not be made without the consent of the holders of each outstanding debt
security affected thereby:
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change the fixed date upon which the principal of or the interest on any debt security is due and payable, or reduce the principal amount thereof or the rate of interest thereon or change the
method of calculating such rate of interest or reduce any premium payable upon the redemption thereof, or reduce the amount of the principal of an original issue discount security that would
be payable upon a declaration of acceleration of the maturity thereof, or change the currency in which, any debt security or any premium, if any, or the interest thereon is payable, or impair
the right to institute suit for the enforcement of any payment on or after the date such payment is due or, in the case of redemption, on or after the date fixed for such redemption; |
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reduce the stated percentage of debt securities, the consent of the holders of which is required for any modification of the applicable indenture or for waiver by the holders of certain of their
rights; or |
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modify certain provisions of the indenture.
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An original issue discount security means any security authenticated and delivered under the indenture which provides for an amount less than the principal amount thereof to be due and
payable upon the declaration of acceleration of the maturity thereof.
The indenture also permits us and the trustee to amend the indenture without the consent of the holders of any debt securities for any of the following purposes:
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to evidence the assumption by any permitted successor of our covenants in the indenture and in the debt securities; |
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to add to the covenants with which we must comply or to surrender any of our rights or powers under the indenture; |
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to add additional events of default; |
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to change, eliminate, or add any provision to the indenture; provided, however, if the change, elimination, or addition will adversely affect the interests of the holders of debt securities of any
series, other than any series the terms of which permit such change, elimination or addition, in any material respect, such change, elimination, or addition will become effective with respect to
such series only:
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when the consent of the holders of debt securities of such series has been obtained in accordance with the indenture; or |
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when no debt securities of such series remain outstanding under the indenture;
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to provide collateral security for all of the debt securities; |
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to establish the form or terms of debt securities of any other series as permitted by the indenture; |
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to provide for the authentication and delivery of bearer securities and coupons attached thereto and for the registration, exchange and replacement thereof and for the giving of notice to, and
the solicitation of the vote or consent of the holders of the debt securities; |
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to evidence and provide for the acceptance of appointment of a successor trustee; |
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to provide for the procedures required for use of a noncertificated system of registration for the debt securities of all or any series; |
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to change any place where debt securities may be surrendered for registration of transfer or exchange, and notices to us may be served; or
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to cure any ambiguity or inconsistency or to make any other provisions with respect to matters and questions arising under the indenture; provided that such action shall not adversely affect the
interests of the holders of debt securities of any series in any material respect.
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Events of Default
An event of default with respect to any series of debt securities is defined in the indenture as being any one of the following:
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failure to pay interest on the debt securities of that series for 30 days after payment is due, provided, however, if applicable to that series, that a valid extension of the interest payment period
by us as contemplated in the indenture will not constitute a failure to pay interest; |
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failure to pay principal of or any premium on the debt securities of that series when due, whether at stated maturity or upon earlier acceleration or redemption; |
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failure to perform or breach of any covenant or warranty in the indenture for 90 days after we are given written notice from the trustee or the trustee receives written notice from the
registered owners of at least 33% in principal amount of the debt securities of that series; however, the trustee or the trustee and the holders of such principal amount of debt securities of that
series can agree to an extension of the 90-day period and such an agreement to extend will automatically be deemed to occur if we are diligently pursuing action to correct the default; |
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certain events of bankruptcy, insolvency, reorganization, receivership or liquidation relating to us; and |
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any other event of default included in the supplemental indenture, board resolution or officers certificate for that series of debt securities.
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An event of default regarding a particular series of debt securities will not necessarily constitute an event of default for any other series of debt securities.
We will be required to file annually with the trustee an officers certificate as to the absence of default in performance of certain covenants in the indenture. The indenture provides that the
trustee may withhold notice to the holders of the debt securities of any default, except in the case of default in the payment of principal of, or premium, if any, or interest, if any, on the debt
securities or in the payment of any sinking fund installment with respect to the debt securities, if the trustee in good faith determines that it is in the interest of the holders of the debt securities to
do so.
The indenture provides that, if an event of default with respect to the debt securities of any series occurs and continues, either the trustee or the holders of 33% or more in aggregate principal
amount of the debt securities of that series may declare the principal amount of all the debt securities to be due and payable immediately. However, if the event of default is applicable to all
outstanding debt securities under the indenture, or if related to certain events of bankruptcy, insolvency, reorganization, arrangement, adjustment, composition or other similar events, only the trustee
or holders of at least 33% in principal amount of all outstanding debt securities of all series, voting as one class, and not the holders of any one series, may make such a declaration of acceleration.
At any time after a declaration of acceleration with respect to the debt securities of any series has been made and before a judgment or decree for payment of the money due has been obtained,
the event of default giving rise to such declaration of acceleration will be considered waived, and such declaration and its consequences will be considered rescinded and annulled, if:
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we have paid or deposited with the trustee a sum sufficient to pay:
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all overdue interest, if any, on all debt securities of that series, |
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the principal of and premium, if any, on any debt securities of that series which have otherwise become due and interest, if any, that is currently due, including interest on overdue
interest, if any, and
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all amounts due to the trustee under the indenture; and
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any other event of default with respect to the debt securities of that series other than the nonpayment of principal of the securities of such series which shall have become due solely by such
declaration of acceleration, has been cured or waived as provided in the indenture.
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There is no automatic acceleration, even in the event of our bankruptcy, insolvency or reorganization.
Subject to the provisions of the indenture relating to the duties of the trustee, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request or
direction of any of the holders of the debt securities, unless the holders shall have offered to the trustee reasonable indemnity, against costs, expenses and liabilities which might be incurred by it in
compliance with the request or direction.
Subject to the provision for indemnification, the holders of a majority in principal amount of the debt securities of any series will have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the trustee, or exercising any trust or power conferred on the trustee with respect to the debt securities of that series. However, if the event of
default relates to more than one series of debt securities, only the holders of a majority in aggregate principal amount of all affected series will have the right to give this direction. However, the
trustee shall have the right to decline to follow any direction if the trustee shall determine that the action so directed conflicts with any law or the provisions of the indenture or if the trustee shall
determine that the action would be prejudicial to holders not taking part in the direction.
Satisfaction and Discharge
We will be discharged from our obligations on the debt securities of any series, or any portion of the principal amount of the debt securities of any series, if we:
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irrevocably deposit with the trustee sufficient cash or eligible obligations (or a combination of both) to pay any principal, or portion of principal, interest, premium and other sums when due
on the debt securities at their maturity, stated maturity date, or redemption; and |
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deliver to the trustee:
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a company order stating that the money and eligible obligations deposited in accordance with the indenture shall be held in trust and certain opinions of counsel and of an independent
public accountant; |
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if such deposit shall have been made prior to the maturity of the debt securities of the series, an officers certificate stating our intention that, upon delivery of the officers certificate,
our indebtedness in respect of those debt securities, or the portions thereof, will have been satisfied and discharged as contemplated in the indenture; and |
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an opinion of counsel to the effect that, as a result of a change in law or a ruling of the United States Internal Revenue Service, the holders of the debt securities of the series, or
portions thereof, will not recognize income, gain or loss for United States federal income tax purposes as a result of the satisfaction and discharge of our indebtedness and will be subject
to United States federal income tax on the same amounts, at the same times and in the same manner as if we had not so satisfied and discharged our indebtedness.
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For this purpose, eligible obligations include direct obligations of, or obligations unconditionally guaranteed by, the United States entitled to the benefit of the full faith and credit thereof and
certificates, depositary receipts or other instruments which evidence a direct ownership interest in such obligations or in any specific interest or principal payments due in respect thereof and which do
not contain provisions permitting their redemption or other prepayment at the option of the issuer thereof.
In the event that all of the conditions set forth above have been satisfied for any series of debt securities, or portions thereof, except that, for any reason, we have not delivered the officers
certificate and opinion described in clauses (b) and (c) above, the holders of those debt securities
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will no longer be entitled to the benefits of certain of our covenants under the indenture, including the covenant described above in Limitation on Liens. Our indebtedness in respect of those debt
securities, however, will not be deemed to have been satisfied and discharged prior to maturity, and the holders of those debt securities may continue to look to us for payment of the indebtedness
represented thereby.
The indenture will be deemed satisfied and discharged when no debt securities remain outstanding and when we have paid all other sums payable by us under the indenture. All moneys we pay
to the trustee or any paying agent on debt securities which remain unclaimed at the end of two years after payments have become due will be paid to us or upon our order. Thereafter, the holder of
those debt securities may look only to us for payment and not the trustee or any paying agent.
Resignation or Removal of Trustee
The trustee may resign at any time by giving written notice to us specifying the day upon which the resignation is to take effect. The resignation will take effect immediately upon the later of the
appointment of a successor trustee and the specified day.
The trustee may be removed at any time by an instrument or concurrent instruments in writing delivered to the trustee and us and signed by the holders, or their attorneys-in-fact, representing a
majority in principal amount of the then outstanding debt securities. In addition, under certain circumstances, we may remove the trustee upon notice to the holder of each debt security outstanding
and the trustee, and appointment of a successor trustee.
Concerning the Trustee
The Bank of New York Mellon Trust Company, N.A. is the successor trustee under the indenture. We and our affiliates maintain other banking relationships in the ordinary course of business
with the trustee and its affiliates.
Governing Law
The indenture and the debt securities are governed by and construed in accordance with the laws of the State of New York, except to the extent that the law of any other jurisdiction shall be
mandatorily applicable.
DESCRIPTION OF SENIOR SECURED DEBT SECURITIES
The senior secured debt securities that we may offer from time to time by this prospectus may be issued as first mortgage bonds under our Mortgage and Deed of Trust dated July 1, 1940, as
amended and supplemented, or the mortgage indenture, to JPMorgan Chase Bank, N.A., as trustee, or the mortgage trustee. Alternatively, we may issue senior secured debt securities as senior
secured notes under a separate indenture with a trustee where the trustee holds first mortgage bonds issued under our mortgage indenture that are pledged as security for the benefit of holders of the
senior secured notes. The particular terms of any series of our first mortgage bonds or senior secured notes and the material provisions of our mortgage indenture and, as applicable, any senior
secured note indenture will be described in the applicable prospectus supplement.
PLAN OF DISTRIBUTION
We may sell securities to one or more underwriters or dealers for public offering and sale by them, or we may sell the securities to investors directly or through agents. The prospectus
supplement relating to the securities being offered will set forth the terms of the offering and the method of distribution and will identify any firms acting as underwriters, dealers or agents in
connection with the offering, including:
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the name or names of any underwriters;
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the purchase price of the securities and the proceeds to us from the sale; |
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any underwriting discounts and other items constituting underwriters compensation; |
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any public offering price; |
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any discounts or concessions allowed or reallowed or paid to dealers; and |
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any securities exchange or market on which the securities may be listed.
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Only those underwriters identified in the prospectus supplement are deemed to be underwriters in connection with the securities offered in the prospectus supplement.
We may distribute the securities from time to time in one or more transactions at a fixed price or prices, which may be changed, or at prices determined as the prospectus supplement specifies.
We may sell securities through forward contracts or similar arrangements. In connection with the sale of securities, underwriters, dealers or agents may be deemed to have received compensation from
us in the form of underwriting discounts or commissions and also may receive commissions from securities purchasers for whom they may act as agent. Underwriters may sell the securities to or
through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters or commissions from the purchasers for whom they may act as
agent.
We may sell the securities directly or through agents we designate from time to time. Any agent involved in the offer or sale of the securities covered by this prospectus will be named in a
prospectus supplement relating to such securities. Commissions payable by us to agents will be set forth in a prospectus supplement relating to the securities being offered. Unless otherwise indicated
in a prospectus supplement, any such agents will be acting on a best-efforts basis for the period of their appointment.
Some of the underwriters, dealers or agents and some of their affiliates who participate in the securities distribution may engage in other transactions with, and perform other services for, us and
our subsidiaries or affiliates in the ordinary course of business.
Any underwriting or other compensation which we pay to underwriters or agents in connection with the securities offering, and any discounts, concessions or commissions which underwriters
allow to dealers, will be set forth in the applicable prospectus supplement. Underwriters, dealers and agents participating in the securities distribution may be deemed to be underwriters, and any
discounts and commissions they receive and any profit they realize on the resale of the securities may be deemed to be underwriting discounts and commissions under the Securities Act.
Underwriters, and their controlling persons, and agents may be entitled, under agreements we enter into with them, to indemnification against certain civil liabilities, including liabilities under the
Securities Act.
LEGAL MATTERS
Unless otherwise indicated in the applicable prospectus supplement, the validity of the securities offered under this prospectus will be passed upon for us by Wendy L. Stark, Esq., Associate
General Counsel of our parent corporation, FirstEnergy, and Akin Gump Strauss Hauer & Feld LLP, New York, New York. As of August 31, 2008, Ms. Stark owned approximately 6,186.857 shares of
common stock of FirstEnergy and 3,618.72 shares of unvested restricted stock units. Additional legal matters may be passed on for us, or any underwriters, dealers or agents, by counsel we will name
in the applicable prospectus supplement.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The financial statements incorporated in this prospectus by reference to our Annual Report on Form 10-K for the year ended December 31, 2007, have been so incorporated in reliance on the
report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
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With respect to our unaudited financial information for the three-month periods ended March 31, 2008 and 2007 and for the three-month and six-month periods ended June 30, 2008 and 2007,
incorporated by reference in this prospectus, PricewaterhouseCoopers LLP reported that they have applied limited procedures in accordance with professional standards for a review of such
information. However, their separate reports dated May 7, 2008 and August 7, 2008 for the quarter ended March 31, 2008 and for the quarter and six-month periods ended June 30, 2008, respectively,
incorporated by reference herein states that they did not audit and they do not express an opinion on that unaudited financial information. Accordingly, the degree of reliance on their reports on such
information should be restricted in light of the limited nature of the review procedures applied. PricewaterhouseCoopers LLP is not subject to the liability provisions of Section 11 of the Securities
Act for their reports on the unaudited financial information because those reports are not a report or a part of the registration statement prepared or certified by PricewaterhouseCoopers LLP
within the meaning of Sections 7 and 11 of the Securities Act.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We are incorporating by reference certain information we file with the SEC, which means that we can disclose important information to you by referring you to those documents without restating
them in this prospectus. The information incorporated by reference is considered to be part of this prospectus. The information in this prospectus is not complete, and should be read together with
the information incorporated herein by reference. We incorporate by reference in this prospectus the following documents or information filed or to be filed with the SEC (other than, in each case,
documents or information deemed to have been furnished and not filed in accordance with SEC rules):
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our Annual Report on Form 10-K for the year ended December 31, 2007; |
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our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2008 and June 30, 2008; and |
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all documents filed by us under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after the date of this prospectus and before completion of this offer, which information will
automatically update and supersede the information contained or incorporated by reference in this prospectus.
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We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, upon written or oral request at no cost to the requester, a copy of any or all of the reports or
documents that have been incorporated by reference in this prospectus but not delivered with this prospectus. Requests for these reports or documents must be made to:
The Cleveland Electric Illuminating Company
c/o FirstEnergy Corp.
76 South Main Street
Akron, Ohio 44308-1890
Attention: Shareholder Services
(800) 736-3402
The incorporated reports and other documents may also be accessed at the websites mentioned under the heading Where You Can Find More Information below.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports and other information with the SEC under the Exchange Act. These reports and other information can be inspected and copied at the SECs public
reference room at 100 F Street, N.E., Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. This material is also
available from the SECs website at http://www.sec.gov or from the website of our parent, FirstEnergy, at http://www.firstenergycorp.com/ir. Information available on FirstEnergys website, other than
the reports we file pursuant to the Exchange Act that are incorporated by reference in this prospectus, does not constitute a part of this prospectus.
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PROSPECTUS
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Debt Securities
This prospectus relates to debt securities that The Toledo Edison Company may offer from time to time. The securities may be offered in one or more series and in an amount or number, at
prices and on other terms and conditions that we will determine at the time of the offering. The securities may be our secured or unsecured debt obligations.
We will provide specific terms of these offerings and securities in supplements to this prospectus. You should read carefully this prospectus, the information incorporated by reference in this
prospectus and any prospectus supplement before you invest. This prospectus may not be used to offer or sell any securities unless accompanied by a prospectus supplement.
Investing in these securities involves certain risks. See Risk Factors on page 1 to read about factors you should consider before buying our securities.
We may offer these securities directly or through underwriters, agents or dealers. The supplements to this prospectus will describe the terms of any particular plan of distribution, including any
underwriting arrangements. See the Plan of Distribution section beginning on page 10 of this prospectus for more information.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus.
Any representation to the contrary is a criminal offense.
This prospectus is dated September 22, 2008
TABLE OF CONTENTS
You should rely only on the information contained in this document or to which we have referred you. We have not authorized anyone to provide you with information that is different. This
document may only be used where it is legal to sell our securities.
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ABOUT THIS PROSPECTUS
This prospectus is a part of a registration statement that we filed with the Securities and Exchange Commission, or the SEC, utilizing an automatic shelf registration process. We may use this
prospectus to offer and sell from time to time any one or a combination of the securities described in this prospectus in one or more offerings. This prospectus provides you with a general description
of the securities we may offer. Each time we sell securities, we will describe in an accompanying prospectus supplement the type, amount or number and other terms and conditions of the securities
being offered, the price at which the securities are being offered, and the plan of distribution for the securities. The specific terms of the offered securities may vary from the general terms of the
securities described in this prospectus, and accordingly the description of the securities contained in this prospectus is subject to, and qualified by reference to, the specific terms of the offered
securities contained in the accompanied prospectus supplement. The prospectus supplement may also add to, update or change information contained in this prospectus, including information about us.
Therefore, for a complete understanding of the offered securities, you should read both this prospectus and any prospectus supplement together with additional information described under the
heading Where You Can Find More Information.
For more detailed information about the securities, you can also read the exhibits to the registration statement. Those exhibits have been either filed with the registration statement or
incorporated by reference to earlier SEC filings listed in the registration statement.
In this prospectus, unless the context indicates otherwise, the words the company, we, our, ours and us refer to The Toledo Edison Company and its consolidated subsidiaries.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements contained in this prospectus and incorporated by reference into this prospectus are forward-looking statements within the meaning of Section 27A of the Securities Act of
1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These statements include declarations regarding our intents,
beliefs and current expectations. In some cases, you can identify forward-looking statements by terminology such as may, will, should, expects, plans, anticipates, believes, estimates,
predicts, potential or continue or the negative of such terms or other comparable terminology. Forward-looking statements are not guarantees of future performance, and actual results could
differ materially from those indicated by the forward-looking statements. Forward-looking statements involve estimates, assumptions, known and unknown risks, uncertainties and other factors that
may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by
such forward-looking statements.
The forward-looking statements contained and incorporated by reference herein are qualified in their entirety by reference to the following important factors, which are difficult to predict, contain
uncertainties, are beyond our control and may cause actual results to differ materially from those contained in forward-looking statements:
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the speed and nature of increased competition and deregulation in the electric utility industry; |
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the impact of the rulemaking process of Public Utilities Commission of Ohio, or PUCO, on our July 2008 Electric Security Plan and Market Rate Offer filings; |
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economic or weather conditions affecting future sales and margins; |
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changes in markets for energy services; |
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changing
energy and commodity market prices and availability; |
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replacement power costs being higher than anticipated or inadequately hedged; |
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our ability to continue to collect transition and other charges or to recover increased transmission costs; |
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maintenance costs being higher than anticipated;
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other legislative and regulatory changes (including revised environmental requirements); |
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the impact of the U.S. Court of Appeals July 11, 2008 decision to vacate the Clean Air Interstate Rules and the scope of any laws, rules or regulations that may ultimately take their place; |
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the uncertainty of the timing and amounts of the capital expenditures (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 or other potential regulatory initiatives; |
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adverse regulatory or legal decisions and outcomes (including, but not limited to, the revocation of necessary licenses or operating permits and oversight) by the Nuclear Regulatory Commission
and the Public Utilities Commission of Ohio; |
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our ability to comply with applicable state and federal reliability standards; |
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our ability to accomplish or realize anticipated benefits from strategic goals (including employee workforce initiatives); |
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our ability to improve electric commodity margins and to experience growth in the distribution business; |
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our ability to access the public securities and other capital markets and the cost of such capital; |
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the risks and other factors discussed from time to time in our filings with the SEC, including our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q incorporated herein
by reference and in this prospectus or any prospectus supplement under the heading Risk Factors; and |
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other similar factors.
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Any forward-looking statements speak only as of the date of this prospectus, and we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the
date on which such statements are made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict all of such factors, nor can
we assess the impact of any such factors on our business or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-
looking statements. The foregoing review of factors should not be construed as exhaustive.
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THE COMPANY
We are one of eight wholly-owned electric utility operating subsidiaries of FirstEnergy Corp., or FirstEnergy. We were organized under the laws of the State of Ohio in 1901 and own property
and do business as an electric public utility in that state. We engage primarily in the distribution and sale of electric energy in an area of approximately 2,500 square miles in northwestern Ohio. The
area we serve has a population of approximately 0.8 million.
Our principal executive offices are located at 76 South Main Street, Akron, Ohio 44308-1890. Our telephone number is (800) 736-3402.
RISK FACTORS
Investing in our securities involves risks. Before purchasing any securities we offer, you should carefully consider the risk factors that are incorporated by reference herein from the section
captioned Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2007 and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2008 and June 30,
2008, together with all of the other information included in this prospectus and any prospectus supplement and any other information that we have incorporated by reference, including annual,
quarterly and other reports filed with the SEC subsequent to the date hereof. Any of these risks, as well as other risks and uncertainties, could harm our financial condition, results of operations or
cash flows. See also Cautionary Note Regarding Forward-Looking Statements in this prospectus.
USE OF PROCEEDS
We intend to use the net proceeds we receive from issuance of these debt securities for general corporate purposes, unless otherwise specified in the prospectus supplement relating to a specific
issue of debt securities. General corporate purposes may include, but are not limited to, financing and operating activities, capital expenditures, acquisitions, maintenance of our assets and refinancing
our existing indebtedness.
RATIO OF EARNINGS TO FIXED CHARGES
The following table contains our consolidated ratio of earnings to fixed charges for the periods indicated. You should read these ratios in connection with our consolidated financial statements,
including the notes to those statements, incorporated by reference in this prospectus.
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Year Ended December 31, |
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Six Months Ended June 30, |
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2003 |
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2004 |
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2005 |
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2006 |
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2007 |
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2007 |
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2008 |
Consolidated Ratio of Earnings to Fixed Charges |
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1.20 |
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2.19 |
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2.48 |
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2.59 |
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2.58 |
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2.38 |
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2.76 |
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For purposes of the calculation of ratio of earnings to fixed charges, earnings have been computed by adding to Income before extraordinary items total interest and other charges, before
reduction for amounts capitalized, provision for income taxes and the estimated interest element of rentals charged to income, and. fixed charges include interest on long-term debt, other interest
expense, subsidiaries preferred stock dividend requirements and the estimated interest element of rentals charged to income.
DESCRIPTION OF SENIOR UNSECURED DEBT SECURITIES
The senior unsecured debt securities that we may offer from time to time by this prospectus, and which we refer to in this section as debt securities, will be our senior unsecured debt securities
and will rank equally with all of our other unsecured and unsubordinated debt. The debt securities will be issued under an indenture, dated as of November 1, 2006, between us and The Bank of
New York Mellon Trust Company, N.A., as trustee. The indenture gives us broad authority to set the particular terms of each series of debt securities, including the right to modify certain of the
terms contained in the indenture. The particular terms of a series of debt securities and the extent, if any, to which such particular terms modify the terms of the indenture or otherwise vary
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from the terms and provisions set forth below will be described in the prospectus supplement relating to those debt securities.
The indenture contains the full text of the matters described in this section. Because this section is a summary, it does not describe every aspect of the debt securities or the indenture. This
summary is subject to and qualified in its entirety by reference to all the provisions of the indenture, including definitions of terms used in the indenture. You should read the indenture incorporated
by reference as an exhibit to the registration statement of which this prospectus is a part. Whenever we refer to particular sections or defined terms of the indenture in this prospectus or in a
prospectus supplement, these sections or defined terms are incorporated by reference herein or in the prospectus supplement. This summary also is subject to and qualified by reference to the
description of the particular terms of the debt securities described in the applicable prospectus supplement or supplements. Certain capitalized terms used in this prospectus are defined in the
indenture.
If applicable, the prospectus supplement relating to an issue of debt securities will describe any special United States federal income tax considerations relevant to those debt securities.
There is no requirement under the indenture that future issues of our debt securities be issued under the indenture. We will be free to use other indentures or documentation, containing
provisions different from those included in the indenture or applicable to one or more issues of debt securities, in connection with future issues of other debt securities. The provisions of any such
other indentures or documentation will be described in the applicable prospectus supplement.
General
The indenture does not limit the aggregate principal amount of debt securities that we may issue under the indenture. The indenture provides that the debt securities may be issued in one or
more series. The debt securities may be issued at various times and may have differing maturity dates and may bear interest at differing rates. We need not issue all debt securities of one series at
the same time and, unless otherwise provided, we may reopen a series, without the consent of the holders of the debt securities of that series, for issuances of additional debt securities of that series.
Prior to the issuance of each series of debt securities, the terms of the particular securities will be specified in a supplemental indenture, a board resolution or one or more officers certificates
authorized pursuant to a board resolution. We refer you to the applicable prospectus supplement for a description of the following terms of the particular series of debt securities offered thereby:
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title of the debt securities; |
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any limit on the aggregate principal amount of the debt securities; |
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the person to whom any interest on the debt securities shall be payable, if other than the person in whose name the debt securities are registered at the close of business on the regular record
date for that interest; |
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the date or dates on which the principal of the debt securities will be payable or how the date or dates will be determined; |
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the rate or rates at which the debt securities will bear interest, if any, or how the rate or rates will be determined, and the date or dates from which interest will accrue; |
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the dates on which interest will be payable; |
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the record dates for payments of interest; |
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the place or places, if any, in addition to the office of the trustee, where the principal of, and premium, if any, and interest, if any, on the debt securities will be payable; |
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the period or periods within which, the price or prices at which, and the terms and conditions upon which the debt securities may be redeemed, in whole or in part, at our option; |
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any sinking fund or other provisions or options held by holders of the debt securities that would obligate us to purchase or redeem the debt securities;
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the percentage, if less than 100%, of the principal amount of the debt securities that will be payable if the maturity of the debt securities is accelerated; |
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whether the debt securities will be issued in book-entry form, represented by one or more global securities certificates deposited with, or on behalf of, a securities depositary and registered in
the name of the depositary or its nominee, and if so, the identity of the depositary; |
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any changes or additions to the events of default under the indenture or changes or additions to our covenants under the indenture; |
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any collateral security, assurance or guarantee for the debt securities; and |
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any other specific terms applicable to the debt securities.
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Unless we otherwise indicate in the applicable prospectus supplement, the debt securities will be denominated in United States currency in minimum denominations of $1,000 and multiples of
$1,000.
Unless we otherwise indicate in the applicable prospectus supplement, there are no provisions in the indenture or the debt securities that require us to redeem, or permit the holders to cause a
redemption of, the debt securities or that otherwise protect the holders in the event that we incur substantial additional indebtedness, whether or not in connection with a change in control of our
company.
If applicable, the prospectus supplement relating to an issue of debt securities will describe any special United States federal income tax considerations relevant to those debt securities.
Payment and Paying Agents
Unless otherwise indicated in a prospectus supplement, we will pay interest on our debt securities on each interest payment date by wire transfer to an account at a banking institution in the
United States that is designated in writing to the trustee by the person entitled to that payment or by check mailed to the person in whose name the debt security is registered as of the close of
business on the regular record date relating to the interest payment date, except that interest payable at stated maturity, upon redemption or otherwise, will be paid to the person to whom principal is
paid. However, if we default in paying interest on a debt security, we may pay defaulted interest to the registered owner of the debt security as of the close of business on a special record date
selected by the trustee, which will be between 10 and 15 days before the date we propose for payment of the defaulted interest, or in any other lawful manner of payment that is consistent with the
requirements of any securities exchange on which the debt securities may be listed for trading, if the trustee finds it practicable.
Redemption
We will set forth any terms for the redemption of debt securities in a prospectus supplement. Unless we indicate differently in a prospectus supplement, and except with respect to debt securities
redeemable at the option of the registered holder, debt securities will be redeemable upon notice by mail between 30 and 60 days prior to the redemption date. If less than all of the debt securities
of any series or any tranche of a series are to be redeemed, the trustee will select the debt securities to be redeemed and will choose the method of random selection it deems fair and appropriate.
Debt securities will cease to bear interest on the redemption date. We will pay the redemption price and any accrued and unpaid interest to the redemption date once you surrender the debt
security for redemption. If only part of a debt security is redeemed, the trustee will deliver to you a new debt security of the same series for the remaining portion without charge.
We may make any redemption conditional upon the receipt by the paying agent, on or prior to the date fixed for redemption, of money sufficient to pay the redemption price. In this
circumstance, if the paying agent has not received the money by the date fixed for redemption, we will not be required to redeem the debt securities.
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Registration, Transfer and Exchange
The debt securities will be issued without interest coupons unless otherwise indicated in the applicable prospectus supplement. Debt securities of any series will be exchangeable for other debt
securities of the same series of any authorized denominations and of a like aggregate principal amount and tenor, unless otherwise indicated in the applicable prospectus supplement.
Unless we otherwise indicate in the applicable prospectus supplement, debt securities may be presented for registration of transfer, duly endorsed or accompanied by a duly executed written
instrument of transfer, at the office or agency maintained for this purpose, without service charge except for reimbursement of taxes and other governmental charges as described in the indenture.
In the event of any redemption of debt securities of any series, the trustee will not be required to exchange or register a transfer of any debt securities of the series selected, called or being
called for redemption except the unredeemed portion of any debt security being redeemed in part.
Certain Covenants
Limitation on Liens
The indenture provides that, so long as any debt securities are outstanding, we may not issue, assume, guarantee or permit to exist any Debt (as defined below) that is secured by any mortgage,
security interest, pledge or lien (Lien) of or upon any of our Operating Property (as defined below), whether owned at the date of the indenture or subsequently acquired, without effectively
securing such debt securities (together with, if we so determine, any of our other indebtedness ranking equally with such debt securities) equally and ratably with that Debt (but only so long as that
Debt is so secured).
The foregoing restriction will not apply to:
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Liens on any Operating Property existing at the time of its acquisition (which Liens may also extend to subsequent repairs, alterations and improvements to that Operating Property); |
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Liens on Operating Property of a corporation existing at the time the corporation is merged into or consolidated with, or at the time the corporation disposes of its properties (or those of a
division) as or substantially as an entirety to, us; |
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(3) |
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Liens on Operating Property to secure the costs of acquisition, construction, development or substantial repair, alteration or improvement of property or to secure Debt incurred to provide
funds for any of those purposes or for reimbursement of funds previously expended for any of those purposes, provided the Liens are created or assumed contemporaneously with, or within
18 months after, the acquisition or the completion of substantial repair or alteration, construction, development or substantial improvement; |
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(4) |
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Liens in favor of any state or any department, agency or instrumentality or political subdivision of any state, or for the benefit of holders of securities issued by any such entity (or providers
of credit enhancement with respect to those securities), to secure any Debt (including, without limitation, our obligations with respect to industrial development, pollution control or similar
revenue bonds) incurred for the purpose of financing or refinancing all or any part of the purchase price or the cost of substantially repairing or altering, constructing, developing or
substantially improving property which at the time of such purchase, repair, alteration, construction, development or improvement was owned or operated by us; |
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(5) |
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Liens securing Debt outstanding as of the date of issuance of the debt securities as the first series of debt securities issued under the indenture; |
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(6) |
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Liens securing Debt which matures less than 12 months from its issuance or incurrence and is not extendible at our option;
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(7) |
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Liens on Operating Property which is the subject of a lease agreement designating us as lessee and all of our right, title and interest in such Operating Property and such lease agreement,
whether or not such lease agreement is intended as security; |
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(8) |
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Liens for taxes and similar levies, deposits to secure performance or obligations under certain specified circumstances and laws, mechanics and other similar Liens arising in the ordinary
course of business, Liens created by or resulting from legal proceedings being contested in good faith, and certain other similar Liens arising in the ordinary course of business; |
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(9) |
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Liens related to moneys held in trust by the trustee for the benefit of the holders of the debt securities; or |
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(10) |
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any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in clauses (1) through (9), provided, however, that
the principal amount of Debt secured thereby and not otherwise authorized by clauses (1) through (9), must not exceed the principal amount of Debt, plus any premium or fee payable in
connection with the extension, renewal or replacement, so secured at the time of the extension, renewal or replacement.
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However, the foregoing restriction will not apply to our issuance, assumption or guarantee of Debt secured by a Lien which would otherwise be subject to the foregoing restriction up to an
aggregate amount which, together with all of our other secured Debt then outstanding (not including secured Debt permitted under any of the foregoing exceptions) and the Value (as defined below)
of Sale and Lease-Back Transactions (as defined below) existing at that time (other than Sale and Lease-Back Transactions the proceeds of which have been applied to the retirement of certain
indebtedness, Sale and Lease-Back Transactions in which the property involved would have been permitted to be subjected to a Lien under any of the foregoing exceptions in clauses (1) to (10) and
Sale and Lease-Back Transactions that are permitted by the first sentence of Limitation on Sale and Lease-Back Transactions below), does not exceed the greater of 15% of our Net Tangible
Assets and 15% of Capitalization (as those terms are defined below), in each case, determined in accordance with generally accepted accounting principles (GAAP) and as of a date not more than
60 days prior to such issuance, assumption or guarantee of debt. As of June 30, 2008, our Net Tangible Assets were $747 million and our Capitalization was $826 million.
Limitation on Sale and Lease-Back Transactions
The indenture provides that so long as any debt securities are outstanding, we may not enter into or permit to exist, any Sale and Lease-Back Transaction with respect to any Operating Property
(except for transactions involving leases for a term, including renewals, of not more than 48 months), if the purchasers commitment is obtained more than 18 months after the later of the completion
of the acquisition, construction or development of that Operating Property or the placing in operation of that Operating Property or of that Operating Property as constructed or developed or
substantially repaired, altered or improved.
This restriction will not apply if:
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we would be entitled pursuant to any of the provisions described in clauses (1) to (10) of the first sentence of the second paragraph under Limitation on Liens above to issue, assume,
guarantee or permit to exist Debt secured by a Lien on that Operating Property without equally and ratably securing the debt securities; |
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after giving effect to a Sale and Lease-Back Transaction, we could incur pursuant to the provisions described in the second sentence of the second paragraph under Limitation on Liens, at
least $1.00 of additional Debt secured by Liens (other than Liens permitted by the preceding paragraph); or |
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we apply within 180 days an amount equal to, in the case of a sale or transfer for cash, the net proceeds (not exceeding the net book value), and, otherwise, an amount equal to the fair value
(as determined by our Board of Directors) of the Operating Property so leased, to the retirement of debt securities or other of our Debt ranking equally with the debt securities, |
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subject to reduction for debt securities and Debt retired during the 180-day period otherwise than pursuant to mandatory sinking fund or prepayment provisions and payments at stated
maturity.
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The term Capitalization, as used above, means the total of all the following items appearing on, or included in, our consolidated balance sheet: (i) liabilities for indebtedness maturing more
than 12 months from the date of determination; and (ii) common stock, preferred stock, premium on capital stock, capital surplus, capital in excess of par value, and retained earnings (however the
foregoing may be designated), less, to the extent not otherwise deducted, the cost of shares of our capital stock held in our treasury.
The term Debt, as used above, means any outstanding debt for money borrowed evidenced by notes, debentures, bonds, or other securities.
The term Net Tangible Assets, as used above, means the amount shown as total assets on our consolidated balance sheet, less the following: (i) intangible assets including, but without
limitation, such items as goodwill, trademarks, trade names, patents, and unamortized debt discount and expense and other regulatory assets carried as an asset on our consolidated balance sheet; (ii)
current liabilities; and (iii) appropriate adjustments, if any, on account of minority interests. Such amounts will be determined in accordance with GAAP and practices applicable to the type of
business in which we are engaged and may be determined as of a date not more than 60 days prior to the happening of the event for which such determination is being made.
The term Operating Property, as used above, means (i) any interest in real property owned by us and (ii) any asset owned by us that is depreciable in accordance with GAAP.
The term Sale and Lease-Back Transaction, as used above, means any arrangement with any person providing for the leasing to us of any Operating Property (except for leases for a term,
including any renewals, of not more than 48 months), which Operating Property has been or is to be sold or transferred by us to such person; provided, however, Sale and Lease-Back Transaction
does not include any arrangement (i) first entered into prior to the date of the indenture and (ii) involving the exchange of any Operating Property for any property subject to an arrangement first
entered into prior to the date of the indenture.
The term Value, as used above, means, with respect to a Sale and Lease-Back Transaction, as of any particular time, the amount equal to the greater of (i) the net proceeds to us from the sale
or transfer of the property leased pursuant to the Sale and Lease-Back Transaction or (ii) the net book value of the property leased, as determined by us in accordance with GAAP, in either case
multiplied by a fraction, the numerator of which will be equal to the number of full years of the term of the lease that is part of the Sale and Lease-Back Transaction remaining at the time of
determination and the denominator of which will be equal to the number of full years of the term of the lease, without regard, in any case, to any renewal or extension options contained in the lease.
Consolidation, Merger, Conveyance, Sale or Transfer
We have agreed not to consolidate with or merge into any other entity or convey, sell or otherwise transfer our properties and assets substantially as an entirety to any entity unless:
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the successor is an entity organized and existing under the laws of the United States of America or any State of the United States or the District of Columbia; |
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the successor expressly assumes by a supplemental indenture the due and punctual payment of the principal of, and premium, if any, and interest, if any, on all the outstanding debt securities
under the indenture and the performance of every covenant of the indenture that we would otherwise have to perform or observe; and |
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immediately after giving effect to the transactions, no event of default with respect to any series of debt securities and no event which after notice or lapse of time or both would become an
event of default with respect to any series of debt securities will have occurred and be continuing.
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Modification of the Indenture
Under the indenture or any supplemental indenture, the rights of the holders of debt securities may be changed with the consent of the holders representing a majority in principal amount of the
outstanding debt securities of all series affected by the change, voting as one class, provided that the following changes may not be made without the consent of the holders of each outstanding debt
security affected thereby:
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change the fixed date upon which the principal of or the interest on any debt security is due and payable, or reduce the principal amount thereof or the rate of interest or change the method
of calculating such rate of interest or reduce any premium payable upon the redemption thereof, or reduce the amount of the principal of an original issue discount security that would be
payable upon a declaration of acceleration of the maturity thereof, or change the currency in which, any debt security or any premium, if any, or the interest thereon is payable, or impair the
right to institute suit for the enforcement of any payment on or after the date such payment is due or, in the case of redemption, on or after the date fixed for such redemption; |
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reduce the stated percentage of debt securities, the consent of the holders of which is required for any modification of the applicable indenture or for waiver by the holders of certain of their
rights; or |
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modify certain provisions of the indenture.
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An original issue discount security means any security authenticated and delivered under the indenture which provides for an amount less than the principal amount thereof to be due and
payable upon the declaration of acceleration of the maturity thereof.
The indenture also permits us and the trustee to amend the indenture without the consent of the holders of any debt securities for any of the following purposes:
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to evidence the assumption by any permitted successor of our covenants in the indenture and in the debt securities; |
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to add to the covenants with which we must comply or to surrender any of our rights or powers under the indenture; |
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to add additional events of default; |
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to change, eliminate, or add any provision to the indenture; provided, however, if the change, elimination, or addition will adversely affect the interests of the holders of debt securities of any
series, other than any series the terms of which permit such change, elimination or addition, in any material respect, such change, elimination, or addition will become effective with respect to
such series only:
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when the consent of the holders of debt securities of such series has been obtained in accordance with the indenture; or |
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when no debt securities of such series remain outstanding under the indenture;
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to provide collateral security for all of the debt securities; |
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to establish the form or terms of debt securities of any other series as permitted by the indenture; |
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to provide for the authentication and delivery of bearer securities and coupons attached thereto and for the registration, exchange and replacement thereof and for the giving of notice to, and
the solicitation of the vote or consent of the holders of the debt securities; |
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to evidence and provide for the acceptance of appointment of a successor trustee; |
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to provide for the procedures required for use of a noncertificated system of registration for the debt securities of all or any series; |
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to change any place where principal, premium, if any, and interest shall be payable, debt securities may be surrendered for registration of transfer or exchange and notices to us may be served;
or
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to cure any ambiguity or inconsistency or to make any other provisions with respect to matters and questions arising under the indenture; provided that such action shall not adversely affect the
interests of the holders of debt securities of any series in any material respect.
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Events of Default
An event of default with respect to any series of debt securities is defined in the indenture as being any one of the following:
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failure to pay interest on the debt securities of that series for 30 days after payment is due, provided, however, if applicable to that series, that a valid extension of the interest payment period
by us as contemplated in the indenture will not constitute a failure to pay interest; |
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failure to pay principal of or any premium on the debt securities of that series when due, whether at stated maturity or upon earlier acceleration or redemption; |
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failure to perform other covenants in the indenture for 90 days after we are given written notice from the trustee or the trustee receives written notice from the registered owners of at least
33% in principal amount of the debt securities of that series; however, the trustee or the trustee and the holders of such principal amount of debt securities of that series can agree to an
extension of the 90-day period and such an agreement to extend will be automatically deemed to occur if we are diligently pursuing action to correct the default; |
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certain events of bankruptcy, insolvency, reorganization, receivership or liquidation relating to us; and |
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any other event of default included in the supplemental indenture, board resolution or officers certificate for that series of debt securities.
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An event of default regarding a particular series of debt securities will not necessarily constitute an event of default for any other series of debt securities.
We will be required to file with the trustee annually an officers certificate as to the absence of default in performance of certain covenants in the indenture. The indenture provides that the
trustee may withhold notice to the holders of the debt securities of any default, except in the case of default in the payment of principal of, or premium, if any, or interest, if any, on the debt
securities or in the payment of any sinking fund installment with respect to the debt securities, if the trustee in good faith determines that it is in the interest of the holders of the debt securities to
do so.
The indenture provides that, if an event of default with respect to the debt securities of any series occurs and continues, either the trustee or the holders of 33% or more in aggregate principal
amount of the debt securities of that series may declare the principal amount of all the debt securities to be due and payable immediately. However, if the event of default is applicable to all
outstanding debt securities under the indenture, or if related to certain events of bankruptcy, insolvency, reorganization, arrangement, adjustment, composition or other similar events, only the trustee
or holders of at least 33% in principal amount of all outstanding debt securities of all series, voting as one class, and not the holders of any one series, may make such a declaration of acceleration.
At any time after a declaration of acceleration with respect to the debt securities of any series has been made and before a judgment or decree for payment of the money due has been obtained,
the event of default giving rise to such declaration of acceleration will be considered waived, and such declaration and its consequences will be considered rescinded and annulled, if:
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we have paid or deposited with the trustee a sum sufficient to pay:
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all overdue interest, if any, on all debt securities of that series, |
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the principal of and premium, if any, on any debt securities of that series which have otherwise become due and interest, if any, that is currently due, including interest on overdue
interest, if any, and |
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all amounts due to the trustee under the indenture; and
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any other event of default with respect to the debt securities of that series other than the nonpayment of principal of the securities of such series which shall have become due solely by such
declaration of acceleration, has been cured or waived as provided in the indenture.
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There is no automatic acceleration, even in the event of our bankruptcy, insolvency or reorganization.
Subject to the provisions of the indenture relating to the duties of the trustee, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request or
direction of any of the holders of the debt securities, unless the holders shall have offered to the trustee reasonable indemnity, against costs, expenses and liabilities which might be incurred by it in
compliance with the request or direction.
Subject to the provision for indemnification, the holders of a majority in principal amount of the debt securities of any series will have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the trustee, or exercising any trust or power conferred on the trustee with respect to the debt securities of that series. However, if the event of
default relates to more than one series of debt securities, only the holders of a majority in aggregate principal amount of all affected series will have the right to give this direction. However, the
trustee shall have the right to decline to follow any direction if the trustee shall determine that the action so directed conflicts with any law or the provisions of the indenture or if the trustee shall
determine that the action would be prejudicial to holders not taking part in the direction.
Satisfaction and Discharge
We will be discharged from our obligations on the debt securities of any series, or any portion of the principal amount of the debt securities of any series, if we:
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irrevocably deposit with the trustee sufficient cash or eligible obligations (or a combination of both) to pay any principal, or portion of principal, interest, premium and other sums when due
on the debt securities at their maturity, stated maturity date, or redemption; and |
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deliver to the trustee:
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a company order stating that the money and eligible obligations deposited in accordance with the indenture shall be held in trust and certain opinions of counsel and of an independent
public accountant; |
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if such deposit shall have been made prior to the maturity of the debt securities of the series, an officers certificate stating our intention that, upon delivery of the officers certificate,
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an opinion of counsel to the effect that, as a result of a change in law or a ruling of the United States Internal Revenue Service, the holders of the debt securities of the series, or
portions thereof, will not recognize income, gain or loss for United States federal income tax purposes as a result of the satisfaction and discharge of our indebtedness and will be subject
to United States federal income tax on the same amounts, at the same times and in the same manner as if we had not so satisfied and discharged our indebtedness.
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For this purpose, eligible obligations include direct obligations of, or obligations unconditionally guaranteed by, the United States entitled to the benefit of the full faith and credit thereof and
certificates, depositary receipts or other instruments which evidence a direct ownership interest in such obligations or in any specific interest or principal payments due in respect thereof and which do
not contain provisions permitting their redemption or other prepayment at the option of the issuer thereof.
In the event that all of the conditions set forth above have been satisfied for any series of debt securities, or portions thereof, except that, for any reason, we have not delivered the officers
certificate and opinion described in clauses (b) and (c) above, the holders of those debt securities will no longer be entitled to the benefits of certain of our covenants under the indenture, including
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the covenant described above in Limitation on Liens. Our indebtedness in respect of those debt securities, however, will not be deemed to have been satisfied and discharged prior to maturity, and
the holders of those debt securities may continue to look to us for payment of the indebtedness represented thereby.
The indenture will be deemed satisfied and discharged when no debt securities remain outstanding and when we have paid all other sums payable by us under the indenture. All moneys we pay
to the trustee or any paying agent on debt securities which remain unclaimed at the end of two years after payments have become due will be paid to us or upon our order. Thereafter, the holder of
those debt securities may look only to us for payment and not the trustee or any paying agent.
Resignation or Removal of Trustee
The trustee may resign at any time by giving written notice to us specifying the day upon which the resignation is to take effect. The resignation will take effect immediately upon the later of the
appointment of a successor trustee and the specified day.
The trustee may be removed at any time by an instrument or concurrent instruments in writing delivered to the trustee and us and signed by the holders, or their attorneys-in-fact, representing a
majority in principal amount of the then outstanding debt securities. In addition, under certain circumstances, we may remove the trustee upon notice to the holder of each debt security outstanding
and the trustee, and appointment of a successor trustee.
Concerning the Trustee
The Bank of New York Mellon Trust Company, N.A., is the trustee under the indenture. We and our affiliates maintain other banking relationships in the ordinary course of business with the
trustee and its affiliates.
Governing Law
The indenture and the debt securities are governed by and construed in accordance with the laws of the State of New York, except to the extent that the law of any other jurisdiction shall be
mandatorily applicable.
DESCRIPTION OF SENIOR SECURED DEBT SECURITIES
The senior secured debt securities that we may offer from time to time by this prospectus may be issued as first mortgage bonds under our Indenture dated as of April 1, 1947, as amended and
supplemented, or the mortgage indenture, to JPMorgan Chase Bank N.A., as trustee, or the mortgage trustee. Alternatively, we may issue senior secured debt securities as senior secured notes under
a separate indenture with a trustee where the trustee holds first mortgage bonds issued under our mortgage indenture that are pledged as security for the benefit of holders of the senior secured
notes. The particular terms of any series of our first mortgage bonds or senior secured notes and the material provisions of our mortgage indenture and, as applicable, any senior secured note
indenture will be described in the applicable prospectus supplement.
PLAN OF DISTRIBUTION
We may sell securities to one or more underwriters or dealers for public offering and sale by them, or we may sell the securities to investors directly or through agents. The prospectus
supplement relating to the securities being offered will set forth the terms of the offering and the method of distribution and will identify any firms acting as underwriters, dealers or agents in
connection with the offering, including:
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the name or names of any underwriters; |
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the purchase price of the securities and the proceeds to us from the sale;
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any underwriting discounts and other items constituting underwriters compensation; |
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any public offering price; |
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any discounts or concessions allowed or reallowed or paid to dealers; and |
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any securities exchange or market on which the securities may be listed.
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Only those underwriters identified in the prospectus supplement are deemed to be underwriters in connection with the securities offered in the prospectus supplement.
We may distribute the securities from time to time in one or more transactions at a fixed price or prices, which may be changed, or at prices determined as the prospectus supplement specifies.
We may sell securities through forward contracts or similar arrangements. In connection with the sale of securities, underwriters, dealers or agents may be deemed to have received compensation from
us in the form of underwriting discounts or commissions and also may receive commissions from securities purchasers for whom they may act as agent. Underwriters may sell the securities to or
through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters or commissions from the purchasers for whom they may act as
agent.
We may sell the securities directly or through agents we designate from time to time. Any agent involved in the offer or sale of the securities covered by this prospectus will be named in a
prospectus supplement relating to such securities. Commissions payable by us to agents will be set forth in a prospectus supplement relating to the securities being offered. Unless otherwise indicated
in a prospectus supplement, any such agents will be acting on a best-efforts basis for the period of their appointment.
Some of the underwriters, dealers or agents and some of their affiliates who participate in the securities distribution may engage in other transactions with, and perform other services for, us and
our subsidiaries or affiliates in the ordinary course of business.
Any underwriting or other compensation which we pay to underwriters or agents in connection with the securities offering, and any discounts, concessions or commissions which underwriters
allow to dealers, will be set forth in the applicable prospectus supplement. Underwriters, dealers and agents participating in the securities distribution may be deemed to be underwriters, and any
discounts and commissions they receive and any profit they realize on the resale of the securities may be deemed to be underwriting discounts and commissions under the Securities Act.
Underwriters, and their controlling persons, and agents may be entitled, under agreements we enter into with them, to indemnification against certain civil liabilities, including liabilities under the
Securities Act.
LEGAL MATTERS
Unless otherwise indicated in the applicable prospectus supplement, the validity of the securities offered under this prospectus will be passed upon for us by Wendy L. Stark, Esq., Associate
General Counsel of our parent corporation, FirstEnergy, and Akin Gump Strauss Hauer & Feld LLP, New York, New York. As of August 31, 2008, Ms. Stark owned approximately 6,186.857 shares of
common stock of FirstEnergy and 3,618.72 shares of unvested restricted stock units. Additional legal matters may be passed on for us, or any underwriters, dealers or agents, by counsel we will name
in the applicable prospectus supplement.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The financial statements incorporated in this prospectus by reference to our Annual Report on Form 10-K for the year ended December 31, 2007, have been so incorporated in reliance on the
report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
With respect to our unaudited financial information for the three-month periods ended March 31, 2008 and 2007 and for the three-month and six-month periods ended June 30, 2008 and 2007,
incorporated by reference in this prospectus, PricewaterhouseCoopers LLP reported that they
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have applied limited procedures in accordance with professional standards for a review of such information. However, their separate reports dated May 7, 2008 and August 7, 2008 for the quarter
ended March 31, 2008 and for the quarter and six-month periods ended June 30, 2008, respectively, incorporated by reference herein states that they did not audit and they do not express an opinion
on that unaudited financial information. Accordingly, the degree of reliance on their reports on such information should be restricted in light of the limited nature of the review procedures applied.
PricewaterhouseCoopers LLP is not subject to the liability provisions of Section 11 of the Securities Act for their reports on the unaudited financial information because those reports are not a
report or a part of the registration statement prepared or certified by PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11 of the Securities Act.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We are incorporating by reference certain information we file with the SEC, which means that we can disclose important information to you by referring you to those documents without restating
them in this prospectus. The information incorporated by reference is considered to be part of this prospectus. The information in this prospectus is not complete, and should be read together with
the information incorporated herein by reference. We incorporate by reference in this prospectus the following documents or information filed or to be filed with the SEC (other than, in each case,
documents or information deemed to have been furnished and not filed in accordance with SEC rules):
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our Annual Report on Form 10-K for the year ended December 31, 2007; |
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our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2008 and June 30, 2008; and |
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all documents filed by us under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after the date of this prospectus and before completion of this offer, which information will
automatically update and supersede the information contained or incorporated by reference in this prospectus.
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We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, upon written or oral request at no cost to the requester, a copy of any or all of the reports or
documents that have been incorporated by reference in this prospectus but not delivered with this prospectus. Requests for these reports or documents must be made to:
The Toledo Edison Company
c/o FirstEnergy Corp.
76 South Main Street
Akron, Ohio 44308-1890
Attention: Shareholder Services
(800) 736-3402
The incorporated reports and other documents may also be accessed at the websites mentioned under the heading Where You Can Find More Information below.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports and other information with the SEC under the Exchange Act. These reports and other information can be inspected and copied at the SECs public
reference room at 100 F Street, N.E., Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. This material is also
available from the SECs website at http://www.sec.gov or from the website of our parent, FirstEnergy, at http://www.firstenergycorp.com/ir. Information available on FirstEnergys website, other than
the reports we file pursuant to the Exchange Act that are incorporated by reference in this prospectus, does not constitute a part of this prospectus.
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PROSPECTUS
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Debt Securities
This prospectus relates to debt securities that Jersey Central Power & Light Company may offer from time to time. The securities may be offered in one or more series and in an amount or
number, at prices and on other terms and conditions that we will determine at the time of the offering.
We will provide specific terms of these offerings and securities in supplements to this prospectus. You should read carefully this prospectus, the information incorporated by reference in this
prospectus and any prospectus supplement before you invest. This prospectus may not be used to offer or sell any securities unless accompanied by a prospectus supplement.
Investing in these securities involves certain risks. See Risk Factors on page 1 to read about factors you should consider before buying our securities.
We may offer these securities directly or through underwriters, agents or dealers. The supplements to this prospectus will describe the terms of any particular plan of distribution, including any
underwriting arrangements. See the Plan of Distribution section beginning on page 9 of this prospectus for more information.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus.
Any representation to the contrary is a criminal offense.
This prospectus is dated September 22, 2008
TABLE OF CONTENTS
You should rely only on the information contained in this document or to which we have referred you. We have not authorized anyone to provide you with information that is different. This
document may only be used where it is legal to sell our securities.
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ABOUT THIS PROSPECTUS
This prospectus is a part of a registration statement that we filed with the Securities and Exchange Commission, or the SEC, utilizing an automatic shelf registration process. We may use this
prospectus to offer and sell from time to time any one or a combination of the securities described in this prospectus in one or more offerings. This prospectus provides you with a general description
of the securities we may offer. Each time we sell securities, we will describe in an accompanying prospectus supplement the type, amount or number and other terms and conditions of the securities
being offered, the price at which the securities are being offered, and the plan of distribution for the securities. The specific terms of the offered securities may vary from the general terms of the
securities described in this prospectus, and accordingly the description of the securities contained in this prospectus is subject to, and qualified by reference to, the specific terms of the offered
securities contained in the accompanied prospectus supplement. The prospectus supplement may also add to, update or change information contained in this prospectus, including information about us.
Therefore, for a complete understanding of the offered securities, you should read both this prospectus and any prospectus supplement together with additional information described under the
heading Where You Can Find More Information.
For more detailed information about the securities, you can also read the exhibits to the registration statement. Those exhibits have been either filed with the registration statement or
incorporated by reference to earlier SEC filings listed in the registration statement.
In this prospectus, unless the context indicates otherwise, the words Jersey Central, the company, we, our, ours and us refer to Jersey Central Power & Light Company and its
consolidated subsidiaries.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements contained in this prospectus are forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of
1934, as amended, or the Exchange Act. These statements include declarations regarding our or our managements intents, beliefs and current expectations. In some cases, you can identify forward-
looking statements by terminology such as may, will, should, expects, plans, anticipates, believes, estimates, predicts, potential or continue or the negative of such terms or
other comparable terminology. Forward-looking statements are not guarantees of future performance, and actual results could differ materially from those indicated by the forward-looking statements.
Forward-looking statements involve estimates, assumptions, known and unknown risks, uncertainties and other factors that may cause our or our industrys actual results, levels of activity, performance
or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements.
The forward-looking statements contained herein are qualified in their entirety by reference to the following important factors, which are difficult to predict, contain uncertainties, are beyond our
control and may cause actual results to differ materially from those contained in forward-looking statements:
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the speed and nature of increased competition and deregulation in the electric utility industry; |
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economic or weather conditions affecting future sales and margins; |
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changes in markets for energy services; |
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changing
energy and commodity market prices and availability; |
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replacement power costs being higher than anticipated or inadequately hedged; |
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our ability to continue to collect transition and other charges or to recover increased transmission costs; |
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maintenance costs being higher than anticipated; |
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other legislative and regulatory changes (including revised environmental requirements);
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the impact of the U.S. Court of Appeals July 11, 2008 decision to vacate the Clean Air Interstate Rules and the scope of any laws, rules or regulations that may ultimately take their place; |
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the uncertainty of the timing and amounts of the capital expenditures (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 or other potential regulatory initiatives; |
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the continuing availability and operation of generating units and their ability to operate at, or near full capacity; |
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our ability to comply with applicable state and federal reliability standards; |
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our ability to accomplish or realize anticipated benefits from strategic goals (including employee workforce initiatives); |
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our ability to improve electric commodity margins and to experience growth in the distribution business; |
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our ability to access the public securities and other capital markets and the cost of such capital; |
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the risks and other factors discussed from time to time in our filings with the SEC, including our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q incorporated herein
by reference and in this prospectus or any prospectus supplement under the heading Risk Factors; and |
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other similar factors.
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Any forward-looking statements speak only as of the date of this prospectus, and we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the
date on which such statements are made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict all of such factors, nor can
we assess the impact of any such factors on our business or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-
looking statements. The foregoing review of factors should not be construed as exhaustive.
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THE COMPANY
We are one of eight wholly-owned electric utility operating subsidiaries of FirstEnergy Corp., or FirstEnergy. We were organized under the laws of the State of New Jersey in 1925 and own
property and do business as an electric public utility in that state. We engage in the transmission, distribution and sale of electric energy in an area of approximately 3,200 square miles in northern,
western and east central New Jersey. We also engage in the sale, purchase and interchange of electric energy with other electric companies. The area we serve has a population of approximately 2.6
million.
Our principal executive offices are located at 76 South Main Street, Akron, Ohio 44308-1890. Our telephone number is (800) 736-3402.
RISK FACTORS
Investing in our securities involves risks. Before purchasing any securities we offer, you should carefully consider the risk factors that are incorporated by reference herein from the section
captioned Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2007 and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2008 and June 30,
2008, together with all of the other information included in this prospectus and any prospectus supplement and any other information that we have incorporated by reference, including annual,
quarterly and other reports filed with the SEC subsequent to the date hereof. Any of these risks, as well as other risks and uncertainties, could harm our financial condition, results of operations or
cash flows. See also Cautionary Note Regarding Forward-Looking Statements in this prospectus.
USE OF PROCEEDS
We intend to use the net proceeds we receive from issuance of these debt securities for general corporate purposes, unless otherwise specified in the prospectus supplement relating to a specific
issue of debt securities. General corporate purposes may include, but are not limited to, financing and operating activities, capital expenditures, acquisitions, maintenance of our assets and refinancing
our existing indebtedness.
RATIO OF EARNINGS TO FIXED CHARGES
The following table contains our consolidated ratio of earnings to fixed charges for the periods indicated. You should read these ratios in connection with our consolidated financial statements,
including the notes to those statements, incorporated by reference in this prospectus.
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Year Ended December 31, |
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2.11 |
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3.19 |
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4.44 |
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3.91 |
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For purposes of the calculation of our consolidated ratio of earnings to fixed charges, earnings have been computed by adding to Income before extraordinary items total interest and other
charges, before reduction for amounts capitalized and deferred, provision for income taxes and the estimated interest element of rentals charged to income, and fixed charges include interest on
long-term debt, other interest expense, subsidiaries preferred stock dividend requirements and the estimated interest element of rentals charged to income.
DESCRIPTION OF DEBT SECURITIES
The debt securities that we may offer from time to time by this prospectus will be our senior unsecured debt securities and will rank equally with all of our other unsecured and unsubordinated
debt under an indenture, dated as of July 1, 1999, as supplemented, between us and The Bank of New York Mellon Trust Company, N.A., as successor trustee. The indenture gives us broad authority
to set the particular terms of each series of debt securities, including the right to modify certain of the terms contained in the indenture. The particular terms of a series of debt securities
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and the extent, if any, to which the particular terms of a series of debt securities and the extent, if any, to which such particular terms modify the terms of the indenture or otherwise vary from the
terms and provisions set forth below will be described in the prospectus supplement relating to those debt securities.
The indenture contains the full text of the matters described in this section. Because this section is a summary, it does not describe every aspect of the debt securities or the indenture. This
summary is subject to and qualified in its entirety by reference to all the provisions of the indenture, including definitions of terms used in the indenture. You should read the indenture incorporated
by reference as an exhibit to the registration statement of which this prospectus is a part. Whenever we refer to particular sections or defined terms of the indenture in this prospectus or in a
prospectus supplement, these sections or defined terms are incorporated by reference herein or in the prospectus supplement. This summary also is subject to and qualified by reference to the
description of the particular terms of the debt securities described in the applicable prospectus supplement or supplements. Certain capitalized terms used in this prospectus are defined in the
indenture.
If applicable, the prospectus supplement relating to an issue of debt securities will describe any special United States federal income tax considerations relevant to those debt securities.
There is no requirement under the indenture that future issues of our debt securities be issued under the indenture. We will be free to use other indentures or documentation, containing
provisions different from those included in the indenture or applicable to one or more issues of debt securities, in connection with future issues of other debt securities. The provisions of any such
other indentures or documentation will be described in the applicable prospectus supplement.
General
The indenture does not limit the aggregate principal amount of debt securities that we may issue under the indenture. The Senior Note Indenture provides that the debt securities may be issued
in one or more series. The debt securities may be issued at various times and may have differing maturity dates and may bear interest at differing rates. We need not issue all debt securities of one
series at the same time and, unless otherwise provided, we may reopen a series, without the consent of the holders of the debt securities of that series, for issuances of additional debt securities of
that series.
Prior to the issuance of each series of debt securities, the terms of the particular securities will be specified in a supplemental indenture, a board resolution or one or more officers certificates
authorized pursuant to a board resolution. We refer you to the applicable prospectus supplement for a description of the following terms of the particular series of debt securities offered thereby:
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any limit on the aggregate principal amount of the debt securities; |
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the date or dates on which the principal of and any premium on the debt securities will be payable; |
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the rate or rates at which the debt securities will bear interest, if any; |
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the currency or currency unit of payment if other than United States dollars; |
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the date from which interest, if any, on the debt securities will accrue, the dates on which interest, if any, will be payable, the date on which payment of interest, if any, will commence, and the
record dates for any interest payments; |
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our right, if any, to extend interest payment periods and the duration of any extension; |
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any redemption, repayment or sinking fund provisions; |
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the place or places where the principal of and any premium and interest on the debt securities will be payable; |
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the denominations in which the debt securities will be issuable;
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the index, if any, with reference to which the amount of principal of or any premium or interest on the debt securities will be determined; |
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any addition to or change in the events of default set forth in the Senior Note Indenture applicable to the debt securities and any change in the right of the trustee or the holders to declare the
principal amount of the debt securities due and payable; |
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any addition to or change in the covenants set forth in the Senior Note Indenture; and |
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any other terms of the debt securities not inconsistent with the provisions of the Senior Note Indenture.
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Events of Default
The following constitute events of default under the indenture:
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default in the payment of principal of and premium, if any, on any senior note when due and payable; |
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default in the payment of interest on any senior note when due which continues for 60 days; |
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default in the performance or breach of any of our other covenants or agreements in the senior notes or in the indenture and the continuation of the default for 90 days after we have received
written notice of the default either from the trustee or from the holders of at least 33% in aggregate principal amount of the outstanding senior notes; and |
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certain events of bankruptcy, insolvency, reorganization, assignment or receivership relating to us.
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If an event of default occurs and is continuing, either the trustee or the holders of a majority in aggregate principal amount of the outstanding senior notes may declare the principal amount of
and interest on all of the senior notes to be due and payable immediately. At any time after an acceleration of the senior notes has been declared, if we pay or deposit with the trustee a sum
sufficient to pay all matured installments of interest and the principal and any premium which has become due on the senior notes otherwise than by acceleration and all defaults have been cured or
waived, then our payment or deposit will cause an automatic rescission and annulment of the acceleration of the senior notes.
The indenture provides that the trustee generally will be under no obligation to exercise any of its rights or powers under the indenture at the request or direction of any of the holders of the
senior notes unless those holders have offered to the trustee security or indemnity reasonably satisfactory to it. Subject to the provisions for indemnity and certain other limitations contained in the
indenture, the holders of a majority in aggregate principal amount of the outstanding senior notes generally will have the right to direct the time, method and place of conducting any proceeding for
any remedy available to the trustee, or of exercising any trust or power conferred on the trustee. The holders of a majority in aggregate principal amount of the outstanding senior notes generally will
have the right to waive any past default or event of default (other than a payment default) on behalf of all holders of the senior notes. The indenture provides that no holder of the senior notes may
institute any action against us under the indenture unless it has previously given to the trustee written notice of the occurrence and continuance of an event of default and unless the holders of a
majority in aggregate principal amount of the senior notes then outstanding affected by the event of default have requested the trustee to institute the action and have offered the trustee reasonable
indemnity, and the trustee has not instituted the action within 60 days of the request. Furthermore, no holder of the senior notes will be entitled to institute any action if and to the extent that the
action would disturb or prejudice the rights of other holders of the senior notes. Notwithstanding that the right of a holder of the senior notes to institute a proceeding with respect to the Senior
Note Indenture is subject to certain conditions precedent, each holder of a senior note has the right, which is absolute and unconditional, to receive payment of the principal of, and premium, if any,
and interest on the senior note when due and to institute suit for the enforcement of such payment, and those rights may not be impaired without the consent of the affected holders of senior notes.
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The indenture provides that the trustee, within 90 days after the occurrence of a default with respect to the senior notes, is required to give holders of the senior notes notice of any default
known to the trustee, unless cured or waived, but, except in the case of default in the payment of principal of, or premium, if any, or interest on, any senior notes, the trustee may withhold notice if
it determines in good faith that it is in the interest of holders of those senior notes to do so. We are required to deliver to the trustee each year an officers certificate as to whether or not we are in
compliance with the conditions and covenants under the indenture.
Modification with Consent of Holders
Modification and amendment of the indenture may be effected by us and the trustee with the consent of the holders of a majority in aggregate principal amount of the outstanding senior notes,
provided that no modification or amendment may, without the consent of the holder of each outstanding senior note affected by such modification or amendment,
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change the maturity date of such senior notes; |
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reduce the rate or extend the time of payment of interest on such senior notes; |
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reduce the principal amount of, or premium payable on, such senior notes; |
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change the coin or currency of any payment of principal of, or premium, if any, or interest on, such senior notes; |
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change the date on which such senior notes may be redeemed or repaid at the option of their holders or adversely affect the rights of a holder to institute suit for the enforcement of any
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modify the foregoing requirements or reduce the percentage of outstanding senior notes necessary to modify or amend the Senior Note Indenture or to waive any past default to less than a
majority.
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Modification without Consent of Holders
Modification and amendment of the Senior Note Indenture may be effected by us and the trustee without the consent of the holders of any senior notes:
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to add to our covenants for the benefit of the holders or to surrender a right conferred on us in the Senior Note Indenture; |
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to add further security for the senior notes; |
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to supply omissions, cure ambiguities or correct defects, which actions, in each case, are not prejudicial to the interest of the holders in any material respect; or |
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to make any other change that is not prejudicial to the holders of the senior notes in any material respect.
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A supplemental indenture which changes or eliminates any covenants or other provision of the Indenture (or any supplemental indenture) which has expressly been included solely for the benefit
of one or more series of the senior notes, or which modifies the rights of the holders of the senior notes of one or more series with respect to that covenant or provision, will be deemed not to affect
the rights under the Indentureof the holders of the senior notes of any other series.
Defeasance and Discharge
The indenture provides that we will be discharged from any and all obligations in respect to the senior notes and the indenture (except for certain obligations such as obligations to register the
transfer or exchange of the senior notes, replace stolen, lost or mutilated senior notes and maintain paying agencies) if, among other things, we irrevocably deposit with the trustee, in trust for the
benefit of the holders of senior notes, money or certain United States government obligations, or any combination of money and certain United States government obligations, which will provide
money in an amount sufficient, without reinvestment, to make all payments of principal of, premium,
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if any, and interest on, the senior notes on the dates payments are due in accordance with the terms of the indenture and the senior notes; provided that unless all of the senior notes mature within
90 days of the deposit by redemption or otherwise, we will also have delivered to the trustee an opinion of counsel to the effect that the holders of the senior notes will not recognize income, gain or
loss for federal income tax purposes as a result of the defeasance or discharge of the indenture. After we have been discharged from our obligations under the indenture, the holders of the senior
notes may look only to the deposit for payment of the principal of, and interest and any premium on, the senior notes.
Consolidation, Merger and Sale or Disposition of Assets
We may not consolidate with or merge into any other corporation or entity or sell or otherwise dispose of our properties as or substantially as an entirety unless:
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the successor or transferee corporation is a corporation or other entity organized and existing under the laws of the United States or any state of the United States or the District of Columbia;
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the successor or transferee corporation or other entity assumes by supplemental indenture the due and punctual payment of the principal of and premium, if any, and interest on the senior
notes and the performance of every covenant of the Senior Note Indenture to be performed or observed by us.
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Upon any consolidation, merger, sale, transfer or other disposition of our properties substantially as an entirety, permissible under the provision described in the immediately preceding paragraph,
the successor corporation formed by the consolidation or into which we are merged or to which the transfer is made will succeed to us, and be substituted for us, and may exercise every right and
power of ours, under the indenture with the same effect as if the successor corporation had been named as Jersey Central Power & Light Company in the indenture, and we will be released from all
obligations under the Senior Note Indenture. For purposes of the indenture, the conveyance or other transfer by us of (i) all or any portion of our facilities for the generation of electric energy or (ii)
all of our facilities for the transmission of electric energy, in each case considered alone or in any combination with properties described in the other clause, will in no event be deemed to constitute a
conveyance or other transfer of all our properties, as or substantially as an entirety.
Certain Covenants
Limitation on Liens
The indenture provides that, so long as any senior notes are outstanding, we may not issue, assume, guarantee or permit to exist any Debt (as defined below) that is secured by any mortgage,
security interest, pledge or lien, or Lien, of or upon any of our Operating Property (as defined below), whether owned at the date of the indenture or subsequently acquired, without effectively
securing such senior notes (together with, if we so determine, any of our other indebtedness ranking equally with such senior notes) equally and ratably with that Debt (but only so long as that Debt
is so secured).
The foregoing restriction will not apply to:
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Liens on any Operating Property existing at the time of its acquisition (which Liens may also extend to subsequent repairs, alterations and improvements to that Operating Property); |
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Liens on Operating Property of a corporation existing at the time the corporation is merged into or consolidated with, or at the time the corporation disposes of its properties (or those of a
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Liens on Operating Property to secure the costs of acquisition, construction, development or substantial repair, alteration or improvement of property or to secure Debt incurred to |
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provide funds for any of those purposes or for reimbursement of funds previously expended for any of those purposes, provided the Liens are created or assumed contemporaneously with, or
within 18 months after, the acquisition or the completion of substantial repair or alteration, construction, development or substantial improvement; |
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Liens in favor of any state or any department, agency or instrumentality or political subdivision of any state, or for the benefit of holders of securities issued by any such entity (or providers
of credit enhancement with respect to those securities), to secure any Debt (including, without limitation, our obligations with respect to industrial development, pollution control or similar
revenue bonds) incurred for the purpose of financing or refinancing all or any part of the purchase price or the cost of substantially repairing or altering, constructing, developing or
substantially improving our Operating Property; |
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Liens to compensate the trustee as provided in the Senior Note Indenture; or |
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any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in clauses (1) through (5); provided, however, that the
principal amount of Debt secured thereby and not otherwise authorized by clauses (1) through (5), must not exceed the principal amount of Debt, plus any premium or fee payable in
connection with the extension, renewal or replacement, so secured at the time of the extension, renewal or replacement.
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However, the foregoing restriction will not apply to our issuance, assumption or guarantee of Debt secured by a Lien which would otherwise be subject to the foregoing restriction up to an
aggregate amount which, together with all other of our secured Debt (not including secured Debt permitted under any of the foregoing exceptions) and the Value (as defined below) of Sale and
Lease-Back Transactions (as defined below) existing at that time (other than Sale and Lease-Back Transactions the proceeds of which have been applied to the retirement of certain indebtedness,
Sale and Lease-Back Transactions in which the property involved would have been permitted to be subjected to a Lien under any of the foregoing exceptions in clauses (a) to (f) and Sale and Lease-
Back Transactions that are permitted by the first sentence of Limitation on Sale and Lease-Back Transactions below), does not exceed the greater of 15% of Tangible Assets and 15% of
Capitalization (as those terms are defined below), in each case, determined in accordance with GAAP and as of a date not more than 60 days prior to such issuance, assumption or guarantee of debt.
As of June 30, 2008, our Tangible Assets were approximately $5.3 billion and our Capitalization was approximately $4.5 billion.
Limitation on Sale and Lease-Back Transactions
The indenture provides that so long as any senior notes are outstanding, we may not enter into or permit to exist any Sale and Lease-Back Transaction with respect to any Operating Property
(except for transactions involving leases for a term, including renewals, of not more than 48 months), if the purchasers commitment is obtained more than 18 months after the later of the completion
of the acquisition, construction or development of that Operating Property or the placing in operation of that Operating Property or of that Operating Property as constructed or developed or
substantially repaired, altered or improved.
This restriction will not apply if:
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we would be entitled pursuant to any of the provisions described in clauses (1) to (6) of the first sentence of the second paragraph under Limitation on Liens above, to issue, assume,
guarantee or permit to exist Debt secured by a Lien on that Operating Property without equally and ratably securing the senior notes; |
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after giving effect to a Sale and Lease-Back Transaction, we could incur pursuant to the provisions described in the second sentence of the second paragraph under Limitation on Liens
above, at least $1.00 of additional Debt secured by Liens (other than Liens permitted by the preceding paragraph); or |
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we apply within 180 days an amount equal to, in the case of a sale or transfer for cash, the net proceeds (not exceeding the net book value), and, otherwise, an amount equal to the fair |
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value (as determined by our Board of Directors) of the Operating Property so leased, to the retirement of senior notes or other Debt of ours ranking equally with the senior notes, subject to
reduction for senior notes and Debt retired during the 180-day period otherwise than pursuant to mandatory sinking fund or prepayment provisions and payments at stated maturity
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Certain Definitions
Capitalization means the total of all the following items appearing on, or included in, our consolidated balance sheet: (i) liabilities for indebtedness maturing more than 12 months from the
date of determination; and (ii) common stock, preferred stock, Hybrid Preferred Securities, premium on capital stock, capital surplus, capital in excess of par value, and retained earnings (however the
foregoing may be designated), less, to the extent not otherwise deducted, the cost of shares of capital stock reacquired by us.
Debt means any outstanding debt for money borrowed evidenced by notes, debentures, bonds, or other securities, or guarantees of any thereof.
Operating Property means (i) any interest in real property owned by us and (ii) any asset owned by us that is depreciable in accordance with GAAP excluding, in either case, any interest of
ours as lessee under any lease (except for a lease that results from a Sale and Lease-Back Transaction) which has been or would be capitalized on our books in accordance with GAAP.
Sale and Lease-Back Transaction means any arrangement with any person providing for the leasing to us of any Operating Property (except for leases for a term, including any renewals, of not
more than 48 months), which Operating Property has been or is to be sold or transferred by us to such person; provided, however, Sale and Lease-Back Transaction does not include any arrangement
first entered into prior to the date of the Senior Note Indenture.
Tangible Assets means the amount shown as total assets on our consolidated balance sheet, less the following: (i) intangible assets including, but without limitation, goodwill, trademarks, trade
names, patents, and unamortized debt discount and expense and (ii) appropriate adjustments, if any, on account of minority interests. Tangible Assets will be determined in accordance with GAAP
and practices applicable to the type of business in which we are engaged and that are approved by the independent accountants we regularly retain, and may be determined as of a date not more
than 60 days prior to the happening of the event for which the determination is being made.
Value means, with respect to a Sale and Lease-Back Transaction, as of any particular time, the amount equal to the greater of (i) the net proceeds to us from the sale or transfer of the
property leased pursuant to the Sale and Lease-Back Transaction and (ii) the net book value of the property leased, as determined by us in accordance with GAAP, in either case multiplied by a
fraction, the numerator of which will be equal to the number of full years of the term of the lease that is part of the Sale and Lease-Back Transaction remaining at the time of determination and the
denominator of which will be equal to the number of full years of the term of the lease, without regard, in any case, to any renewal or extension options contained in the lease.
Resignation or Removal of Trustee
The trustee may resign at any time by giving written notice to us specifying the day upon which the resignation is to take effect and that resignation will take effect immediately upon the later of
the appointment of a successor trustee and the day specified by the trustee.
The trustee may be removed at any time by an instrument or concurrent instruments in writing delivered to the trustee and signed by the holders, or their attorneys in fact, representing a
majority in principal amount of the then outstanding senior notes. In addition, so long as no event of default under the indenture or event which, with the giving of notice or lapse of time or both,
would become an event of default has occurred and is continuing, we may remove the trustee upon written notice to the holder of each senior note outstanding and the trustee, and upon the
appointment of a successor trustee.
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Concerning the Trustee
The Bank of New York Mellon Trust Company, N.A., is the successor trustee under the indenture. The indenture provides that our obligations to compensate the trustee and reimburse the
trustee for expenses, disbursements and advances will constitute indebtedness which will be secured by a lien generally prior to that of the debt securities upon all property and funds held or collected
by the trustee as such.
The indenture provides that the trustee shall be subject to and shall comply with the provisions of Section 310(b) of the Trust Indenture Act of 1939, and that nothing in the indenture shall be
deemed to prohibit the trustee or us from making any application permitted pursuant to such section. The trustee is also a depositary of ours and certain of our affiliates and has in the past made,
and may in the future make, periodic loans to us and certain of our affiliates.
Governing Law
The indenture is, and the debt securities will be, governed by New York law.
Depositary Arrangements
We will describe the specific terms of the depositary arrangement with respect to any portion of a series of debt securities to be represented by a book-entry note in the prospectus supplement
relating to such series. We anticipate that the following provisions will apply to all depositary arrangements.
The certificates representing the debt securities, or Global Certificates, will be issued in fully registered form, without coupons. The debt securities will be deposited with, or on behalf of, DTC,
and registered in the name of Cede & Co., as DTCs nominee in the form of one or more Global Certificates or will remain in the custody of the trustee pursuant to a FAST Balance Certificate
Agreement between DTC and the trustee. Upon the issuance of the Global Certificate, DTC or its nominee will credit, on its internal system, the principal amount of the individual beneficial
interests represented by such Global Certificate to the accounts of persons who have accounts with such depositary. Ownership of beneficial interests in a Global Certificate will be limited to persons
who have accounts with DTC, or participants, or persons who hold interests through participants. Ownership of beneficial interests in a Global Certificate will be shown on, and the transfer of that
ownership will be effected only through, records maintained by DTC or its nominee (with respect to interests of participants) and the records of participants (with respect to interests of persons other
than participants).
So long as DTC, or its nominee, is the registered owner or holder of a Global Certificate, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the debt
securities represented by such Global Certificate for all purposes under the Senior Note Indenture and the debt securities. No beneficial owner of an interest in a Global Certificate will be able to
transfer the interest except in accordance with DTCs applicable procedures, in addition to those provided for under the Senior Note Indenture.
Payments of the principal of, and interest on, a Global Certificate will be made to DTC or its nominee, as the case may be, as the registered owner thereof. Neither we, the trustee nor any
paying agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Certificate or for maintaining,
supervising or reviewing any records relating to such beneficial ownership interests. DTC or its nominee, upon receipt of any payment of principal or interest in respect of a Global Certificate, will
credit participants accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of such Global Certificate as shown on the records of DTC or its
nominee. We also expect that payments by participants to owners of beneficial interests in such Global Certificate held through such participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts of customers registered in the names of nominees for such customers. Such payments will be the
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responsibility of such participants and neither we, the trustee or any paying agent will have any responsibility therefor.
Transfers between participants in DTC will be effected in the ordinary way in accordance with DTC rules. If a holder requires physical delivery of a certificated Senior Note for any reason,
including to sell debt securities to persons in jurisdictions which require such delivery of such debt securities or to pledge such debt securities, such holder must transfer its interest in a Global
Certificate in accordance with DTCs applicable procedures, or the procedures set forth in the Senior Note Indenture.
DTC will take any action permitted to be taken by a holder of debt securities (including the presentation of debt securities for exchange as described below) only at the direction of one or more
participants to whose account the DTC interests in a Global Certificate is credited and only in respect of such portion of the aggregate principal amount of the debt securities as to which such
participant or participants has or have given such direction. However, if there is an Event of Default under the debt securities, DTC will exchange a Global Certificate for certificated debt securities,
which it will distribute to its participants.
DTC has advised us that it is a limited purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a clearing corporation within the
meaning of the Uniform Commercial Code and a Clearing Agency registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities for its participants
and facilitate the clearance and settlement of securities transactions between participants through electronic book-entry changes in accounts of its participants, thereby eliminating the need for physical
movement of certificates. Participants include securities brokers and dealers, banks, trust companies and clearing corporations and may include certain other organizations. Indirect access to the DTC
system is available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly (indirect
participants). The rules applicable to DTC and its participants are on file with the SEC.
Although DTC is expected to follow the foregoing procedures in order to facilitate transfers of interests in the debt securities represented by a Global Certificate among its participants, it is
under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. Neither we nor the trustee will have any responsibility for the
performance by DTC or its respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.
If DTC is at any time unwilling or unable to continue as a depositary for a Global Certificate and a successor depositary is not appointed by us within 90 days, we will issue certificated debt
securities in exchange for a Global Certificate.
All payments of principal and interest will be made by us in immediately available funds.
Secondary trading in long-term bonds and notes of corporate issuers is generally settled in clearing-house or next-day funds. In contrast, beneficial interests in the debt securities that are not
certificated debt securities will trade in DTCs Same-Day Funds Settlement System until maturity. Therefore, the secondary market trading activity in such interests will settle in immediately available
funds. No assurance can be given as to the effect, if any, of settlement in immediately available funds on trading activity in the debt securities.
The information under this caption Depositary Arrangements concerning DTC and DTCs book-entry system has been obtained from information provided by DTC. We have provided the
foregoing descriptions of the operations and procedures of DTC solely as a matter of convenience. The operations and procedures are solely within the control of DTC and are subject to change by
DTC from time to time. You are urged to contact DTC or its participants directly to discuss these matters.
PLAN OF DISTRIBUTION
We may sell securities to one or more underwriters or dealers for public offering and sale by them, or we may sell the securities to investors directly or through agents. The prospectus
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supplement relating to the securities being offered will set forth the terms of the offering and the method of distribution and will identify any firms acting as underwriters, dealers or agents in
connection with the offering, including:
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the name or names of any underwriters; |
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the purchase price of the securities and the proceeds to us from the sale; |
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any underwriting discounts and other items constituting underwriters compensation; |
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any public offering price; |
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any discounts or concessions allowed or reallowed or paid to dealers; and |
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any securities exchange or market on which the securities may be listed.
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Only those underwriters identified in the prospectus supplement are deemed to be underwriters in connection with the securities offered in the prospectus supplement.
We may distribute the securities from time to time in one or more transactions at a fixed price or prices, which may be changed, or at prices determined as the prospectus supplement specifies.
We may sell securities through forward contracts or similar arrangements. In connection with the sale of securities, underwriters, dealers or agents may be deemed to have received compensation from
us in the form of underwriting discounts or commissions and also may receive commissions from securities purchasers for whom they may act as agent. Underwriters may sell the securities to or
through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters or commissions from the purchasers for whom they may act as
agent.
We may sell the securities directly or through agents we designate from time to time. Any agent involved in the offer or sale of the securities covered by this prospectus will be named in a
prospectus supplement relating to such securities. Commissions payable by us to agents will be set forth in a prospectus supplement relating to the securities being offered. Unless otherwise indicated
in a prospectus supplement, any such agents will be acting on a best-efforts basis for the period of their appointment.
Some of the underwriters, dealers or agents and some of their affiliates who participate in the securities distribution may engage in other transactions with, and perform other services for, us and
our subsidiaries or affiliates in the ordinary course of business.
Any underwriting or other compensation which we pay to underwriters or agents in connection with the securities offering, and any discounts, concessions or commissions which underwriters
allow to dealers, will be set forth in the applicable prospectus supplement. Underwriters, dealers and agents participating in the securities distribution may be deemed to be underwriters, and any
discounts and commissions they receive and any profit they realize on the resale of the securities may be deemed to be underwriting discounts and commissions under the Securities Act.
Underwriters, and their controlling persons, and agents may be entitled, under agreements we enter into with them, to indemnification against certain civil liabilities, including liabilities under the
Securities Act.
LEGAL MATTERS
Unless otherwise indicated in the applicable prospectus supplement, the validity of the securities offered under this prospectus will be passed upon for us by Akin Gump Strauss Hauer & Feld
LLP, New York, New York and Thelen LLP, Florham Park, New Jersey. Additional legal matters may be passed on for us, or any underwriters, dealers or agents, by counsel we will name in the
applicable prospectus supplement.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The financial statements incorporated in this prospectus by reference to our Annual Report on Form 10-K for the year ended December 31, 2007, have been so incorporated in reliance on the
report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
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With respect to our unaudited financial information for the three-month periods ended March 31, 2008 and 2007 and for the three-month and six-month periods ended June 30, 2008 and 2007,
incorporated by reference in this prospectus, PricewaterhouseCoopers LLP reported that they have applied limited procedures in accordance with professional standards for a review of such
information. However, their separate reports dated May 7, 2008 and August 7, 2008 for the quarter ended March 31, 2008 and for the quarter and six-month periods ended June 30, 2008, respectively,
incorporated by reference herein states that they did not audit and they do not express an opinion on that unaudited financial information. Accordingly, the degree of reliance on their reports on such
information should be restricted in light of the limited nature of the review procedures applied. PricewaterhouseCoopers LLP is not subject to the liability provisions of Section 11 of the Securities
Act for their reports on the unaudited financial information because those reports are not a report or a part of the registration statement prepared or certified by PricewaterhouseCoopers LLP
within the meaning of Sections 7 and 11 of the Securities Act.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We are incorporating by reference certain information we file with the SEC, which means that we can disclose important information to you by referring you to those documents without restating
them in this prospectus. The information incorporated by reference is considered to be part of this prospectus. The information in this prospectus is not complete, and should be read together with
the information incorporated herein by reference. We incorporate by reference in this prospectus the following documents or information filed or to be filed with the SEC (other than, in each case,
documents or information deemed to have been furnished and not filed in accordance with SEC rules):
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our Annual Report on Form 10-K for the year ended December 31, 2007; |
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our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2008 and June 30, 2008; and |
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all documents filed by us under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after the date of this prospectus and before completion of this offer, which information will
automatically update and supersede the information contained or incorporated by reference in this prospectus.
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We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, upon written or oral request at no cost to the requester, a copy of any or all of the reports or
documents that have been incorporated by reference in this prospectus but not delivered with this prospectus. Requests for these reports or documents must be made to:
Jersey Central Power & Light Company
c/o FirstEnergy Corp.
76 South Main Street
Akron, Ohio 44308-1890
Attention: Shareholder Services
(800) 736-3402
The incorporated reports and other documents may also be accessed at the websites mentioned under the heading Where You Can Find More Information below.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports and other information with the SEC under the Exchange Act. These reports and other information can be inspected and copied at the SECs public
reference room at 100 F Street, N.E., Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. This material is also
available from the SECs website at http://www.sec.gov or from the website of our parent, FirstEnergy, at http://www.firstenergycorp.com/ir. Information available on FirstEnergys website, other than
the reports we file pursuant to the Exchange Act that are incorporated by reference in this prospectus, does not constitute a part of this prospectus.
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PROSPECTUS
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Debt Securities
This prospectus relates to debt securities that Metropolitan Edison Company may offer from time to time. The securities may be offered in one or more series and in an amount or number, at
prices and on other terms and conditions that we will determine at the time of the offering.
We will provide specific terms of these offerings and securities in supplements to this prospectus. You should read carefully this prospectus, the information incorporated by reference in this
prospectus and any prospectus supplement before you invest. This prospectus may not be used to offer or sell any securities unless accompanied by a prospectus supplement.
Investing in these securities involves certain risks. See Risk Factors on page 1 to read about factors you should consider before buying our securities.
We may offer these securities directly or through underwriters, agents or dealers. The supplements to this prospectus will describe the terms of any particular plan of distribution, including any
underwriting arrangements. See the Plan of Distribution section beginning on page 10 of this prospectus for more information.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus.
Any representation to the contrary is a criminal offense.
This prospectus is dated September 22, 2008
TABLE OF CONTENTS
You should rely only on the information contained in this document or to which we have referred you. We have not authorized anyone to provide you with information that is different. This
document may only be used where it is legal to sell our securities.
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ABOUT THIS PROSPECTUS
This prospectus is a part of a registration statement that we filed with the Securities and Exchange Commission, or the SEC, utilizing an automatic shelf registration process. We may use this
prospectus to offer and sell from time to time any one or a combination of the securities described in this prospectus in one or more offerings. This prospectus provides you with a general description
of the securities we may offer. Each time we sell securities, we will describe in an accompanying prospectus supplement the type, amount or number and other terms and conditions of the securities
being offered, the price at which the securities are being offered, and the plan of distribution for the securities. The specific terms of the offered securities may vary from the general terms of the
securities described in this prospectus, and accordingly the description of the securities contained in this prospectus is subject to, and qualified by reference to, the specific terms of the offered
securities contained in the accompanied prospectus supplement. The prospectus supplement may also add to, update or change information contained in this prospectus, including information about us.
Therefore, for a complete understanding of the offered securities, you should read both this prospectus and any prospectus supplement together with additional information described under the
heading Where You Can Find More Information.
For more detailed information about the securities, you can also read the exhibits to the registration statement. Those exhibits have been either filed with the registration statement or
incorporated by reference to earlier SEC filings listed in the registration statement.
In this prospectus, unless the context indicates otherwise, the words Met-Ed, the company, we, our, ours and us refer to Metropolitan Edison Company and its consolidated
subsidiaries.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
We caution you that this prospectus and the periodic reports and other documents that are incorporated by reference in this prospectus contain forward-looking statements based on information
currently available to us. Such statements are subject to certain risks and uncertainties. These statements include declarations regarding our or our managements intents, beliefs and current
expectations. In some cases, you can identify forward-looking statements by terminology such as may, will, should, expects, plans, anticipates, believes, estimates, predicts,
potential or continue or the negative of such terms or other comparable terminology. Forward-looking statements are not guarantees of future performance, and actual results could differ
materially from those indicated by the forward-looking statements. Forward-looking statements involve estimates, assumptions, known and unknown risks, uncertainties and other factors that may
cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such
forward-looking statements.
The forward-looking statements contained and incorporated by reference herein are qualified in their entirety by reference to the following important factors, which are difficult to predict, contain
uncertainties, are in some cases beyond our control and may cause actual results to differ materially from those contained in forward-looking statements:
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the speed and nature of increased competition and deregulation in the electric utility industry; |
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economic or weather conditions affecting future sales and margins; |
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changes in markets for energy services; |
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changing
energy and commodity market prices and availability; |
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replacement power costs being higher than anticipated or inadequately hedged; |
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our ability to continue to collect transition and other charges or to recover increased transmission costs; |
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maintenance costs being higher than anticipated; |
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other legislative and regulatory changes (including revised environmental requirements);
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the impact of the U.S. Court of Appeals July 11, 2008 decision to vacate the Clean Air Interstate Rules and the scope of any laws, rules or regulations that may ultimately take their place; |
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the uncertainty of the timing and amounts of the capital expenditures (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 or other potential regulatory initiatives; |
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adverse regulatory or legal decisions and outcomes (including, but not limited to, the revocation of necessary licenses or operating permits and oversight) by the Nuclear Regulatory Commission
and the Pennsylvania Public Utility Commission; |
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the timing and outcome of various proceedings before the Pennsylvania Public Utility Commission (including the resolution of the Petitions for Review filed with the Commonwealth Court of
Pennsylvania with respect to the transition rate plan for Metropolitan Edison Company); |
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the continuing availability and operation of generating units and their ability to operate at, or near full capacity; |
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our ability to comply with applicable state and federal reliability standards; |
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our ability to accomplish or realize anticipated benefits from strategic goals (including employee workforce initiatives); |
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our ability to improve electric commodity margins and to experience growth in the distribution business; |
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our ability to access the public securities and other capital markets and the cost of such capital; |
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the risks and other factors discussed from time to time in our filings with the SEC, including our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q incorporated herein
by reference and in this prospectus or any prospectus supplement under the heading Risk Factors; and |
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other similar factors.
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Any forward-looking statements speak only as of the date of this prospectus, and we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the
date on which such statements are made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict all of such factors, nor can
we assess the impact of any such factors on our business or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-
looking statements. The foregoing review of factors should not be construed as exhaustive.
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THE COMPANY
We are a wholly owned electric utility operating subsidiary of FirstEnergy Corp., or FirstEnergy. FirstEnergy is a diversified energy company headquartered in Akron, Ohio. We engage in the
transmission, distribution and sale of electric energy in an area of approximately 3,300 square miles in eastern and south central Pennsylvania. We also engage in the sale, purchase and interchange of
electric energy with other electric companies. The area we serve has a population of approximately 1.2 million.
We are a Pennsylvania corporation, and our principal executive offices are located at 76 South Main Street, Akron, Ohio 44308-1890. Our telephone number is (800) 736-3402.
RISK FACTORS
Investing in our securities involves risks. Before purchasing any securities we offer, you should carefully consider the risk factors that are incorporated by reference herein from the section
captioned Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2007 and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2008 and June 30,
2008, together with all of the other information included in this prospectus and any prospectus supplement and any other information that we have incorporated by reference, including annual,
quarterly and other reports filed with the SEC subsequent to the date hereof. Any of these risks, as well as other risks and uncertainties, could harm our financial condition, results of operations or
cash flows. See also Cautionary Note Regarding Forward-Looking Statements in this prospectus.
USE OF PROCEEDS
We intend to use the net proceeds we receive from issuance of these debt securities for general corporate purposes, unless otherwise specified in the prospectus supplement relating to a specific
issue of debt securities. General corporate purposes may include, but are not limited to, financing and operating activities, capital expenditures, acquisitions, maintenance of our assets and refinancing
our existing indebtedness.
RATIO OF EARNINGS TO FIXED CHARGES
The following table contains our consolidated ratio of earnings to fixed charges for the periods indicated. You should read these ratios in connection with our consolidated financial statements,
including the notes to those statements, incorporated by reference in this prospectus.
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Year Ended December 31, |
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Six Months
Ended June 30, |
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2004 |
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2005 |
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2006 |
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2007 |
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2007 |
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Consolidated Ratio of Earnings to Fixed Charges |
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3.25 |
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3.26 |
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2.64 |
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(2.32 |
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4.08 |
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4.42 |
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4.02 |
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(1) |
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The earnings as defined in 2006 would have needed to increase $162,869,000 for the fixed charge ratio to be 1.0.
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For purposes of the calculation of our consolidated ratio of earnings to fixed charges, earnings have been computed by adding to Income before extraordinary items total interest and other
charges, before reduction for amounts capitalized, provision for income taxes and the estimated interest element of rentals charged to income, and fixed charges include interest on long-term debt,
other interest expense, subsidiaries preferred stock dividend requirements and the estimated interest element of rentals charged to income.
DESCRIPTION OF DEBT SECURITIES
The debt securities that we may offer from time to time by this prospectus will be our senior unsecured debt securities and will rank equally with all of our other unsecured and unsubordinated
debt under an indenture, dated as of July 1, 1999, as supplemented, between us and The Bank of
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New York Mellon, as successor trustee. The indenture gives us broad authority to set the particular terms of each series of debt securities, including the right to modify certain of the terms contained
in the indenture. The particular terms of a series of debt securities and the extent, if any, to which the particular terms of a series of debt securities and the extent, if any, to which such particular
terms modify the terms of the indenture or otherwise vary from the terms and provisions set forth below will be described in the prospectus supplement relating to those debt securities..
The indenture contains the full text of the matters described in this section. Because this section is a summary, it does not describe every aspect of the debt securities or the indenture. This
summary is subject to and qualified in its entirety by reference to all the provisions of the indenture, including definitions of terms used in the indenture. You should read the indenture incorporated
by reference as an exhibit to the registration statement of which this prospectus is a part. Whenever we refer to particular sections or defined terms of the indenture in this prospectus or in a
prospectus supplement, these sections or defined terms are incorporated by reference herein or in the prospectus supplement. This summary also is subject to and qualified by reference to the
description of the particular terms of the debt securities described in the applicable prospectus supplement or supplements. Certain capitalized terms used in this prospectus are defined in the
indenture.
If applicable, the prospectus supplement relating to an issue of debt securities will describe any special United States federal income tax considerations relevant to those debt securities.
There is no requirement under the indenture that future issues of our debt securities be issued under the indenture. We will be free to use other indentures or documentation, containing
provisions different from those included in the indenture or applicable to one or more issues of debt securities, in connection with future issues of other debt securities. The provisions of any such
other indentures or documentation will be described in the applicable prospectus supplement.
General
The indenture does not limit the aggregate principal amount of debt securities that we may issue under the indenture. The indenture provides that the debt securities may be issued in one or
more series. The debt securities may be issued at various times and may have differing maturity dates and may bear interest at differing rates. We need not issue all debt securities of one series at
the same time and, unless otherwise provided, we may reopen a series, without the consent of the holders of the debt securities of that series, for issuances of additional debt securities of that series.
Prior to the issuance of each series of debt securities, the terms of the particular securities will be specified in a supplemental indenture, a board resolution or one or more officers certificates
authorized pursuant to a board resolution. We refer you to the applicable prospectus supplement for a description of the following terms of the particular series of debt securities offered thereby:
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the title of the debt securities; |
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any limit on the aggregate principal amount of the debt securities; |
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the date or dates on which the principal of and any premium on the debt securities will be payable; |
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the rate or rates at which the debt securities will bear interest, if any; |
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the currency or currency unit of payment if other than United States dollars; |
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the date from which interest, if any, on the debt securities will accrue, the dates on which interest, if any, will be payable, the date on which payment of interest, if any, will commence, and the
record dates for any interest payments; |
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our right, if any, to extend interest payment periods and the duration of any extension; |
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any redemption, repayment or sinking fund provisions; |
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the place or places where the principal of and any premium and interest on the debt securities will be payable; |
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the denominations in which the debt securities will be issuable;
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the index, if any, with reference to which the amount of principal of or any premium or interest on the debt securities will be determined; |
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any addition to or change in the events of default set forth in the indenture applicable to the debt securities and any change in the right of the trustee or the holders to declare the principal
amount of the debt securities due and payable; |
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any addition to or change in the covenants set forth in the indenture; and |
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any other terms of the debt securities not inconsistent with the provisions of the indenture.
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Events of Default
The following constitute events of default under the indenture:
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default in the payment of principal of and premium, if any, on any senior note when due and payable; |
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default in the payment of interest on any senior note when due, which default continues for 60 days; |
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default in the performance or breach of any of our other covenants or agreements in the senior notes or in the indenture and the continuation of the default for 90 days after we have received
written notice of the default either from the trustee or from the holders of at least 33% in aggregate principal amount of the outstanding senior notes; and |
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certain events of bankruptcy, insolvency, reorganization, assignment or receivership relating to us.
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If an event of default occurs and is continuing, either the trustee or the holders of a majority in aggregate principal amount of the outstanding senior notes may declare the principal amount of
and interest on all of the senior notes to be due and payable immediately. At any time after an acceleration of the senior notes has been declared, and before any judgment or decree for the
payment of the monies due has been obtained or entered, if we pay or deposit with the trustee a sum sufficient to pay all matured installments of interest and the principal and any premium which
has become due on the senior notes otherwise than by acceleration and all amounts due to the trustee and all defaults have been cured or waived, then our payment or deposit will cause an
automatic waiver of the event of default and its consequences and will cause an automatic rescission and annulment of the acceleration of the senior notes.
The indenture provides that the trustee generally will be under no obligation to exercise any of its rights or powers under the indenture at the request or direction of any of the holders of the
senior notes unless those holders have offered to the trustee security or indemnity reasonably satisfactory to it. Subject to the provisions for indemnity and certain other limitations contained in the
indenture, the holders of a majority in aggregate principal amount of the outstanding senior notes generally will have the right to direct the time, method and place of conducting any proceeding for
any remedy available to the trustee, or of exercising any trust or power conferred on the trustee. The holders of a majority in aggregate principal amount of the outstanding senior notes generally will
have the right to waive any past default or event of default (other than a default in the payment of principal or any premium or interest on the senior notes) on behalf of all holders of the senior
notes. The indenture provides that no holder of the senior notes may institute any action against us under the indenture unless it has previously given to the trustee written notice of the occurrence
and continuance of an event of default and unless the holders of a majority in aggregate principal amount of the senior notes then outstanding affected by the event of default have requested the
trustee to institute the action and have offered the trustee reasonable indemnity, and the trustee has not instituted the action within 60 days of the request. Furthermore, no holder of the senior notes
will be entitled to institute any action if and to the extent that the action would affect, disturb or prejudice the rights of other holders of the senior notes. Notwithstanding that the right of a holder
of the senior notes to institute a proceeding with respect to the indenture is subject to certain conditions precedent, each holder of a senior note has the right, which is absolute and unconditional, to
receive payment of the principal of, and premium, if any, and interest on the
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senior note when due and to institute suit for the enforcement of such payment, and those rights may not be impaired without the consent of such holders.
The indenture provides that the trustee, within 90 days after the occurrence of a default with respect to the senior notes, is required to give holders of the senior notes notice of any default
known to the trustee, unless cured or waived, but, except in the case of default in the payment of principal of, or premium, if any, or interest on, any senior notes, the trustee may withhold notice if
it determines in good faith that it is in the interest of holders of those senior notes to do so. We are required to deliver to the trustee each year an officers certificate as to whether or not we are in
compliance with the conditions and covenants under the indenture.
Modification with Consent of Holders
Modification and amendment of the indenture by an indenture or indentures supplemental thereto may be effected by us and the trustee with the consent of the holders of a majority in
aggregate principal amount of the outstanding senior notes, provided that no modification or amendment may, without the consent of the holder of each outstanding senior note affected by such
modification or amendment,
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change the maturity date of such senior notes; |
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reduce the rate or extend the time of payment of interest on such senior notes; |
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reduce the principal amount of, or premium payable on, such senior notes; |
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change the coin or currency of any payment of principal of, or premium, if any, or interest on, such senior notes; |
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change the date on which such senior notes may be redeemed or repaid at the option of their holders or adversely affect the rights of a holder to institute suit for the enforcement of any
payment on or with respect to such senior notes; or |
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modify the foregoing requirements or reduce the percentage of outstanding senior notes necessary to modify or amend the indenture or to waive any past default to less than a majority.
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Modification without Consent of Holders
Modification and amendment of the indenture by an indenture or indentures supplemental thereto may be effected by us and the trustee without the consent of the holders of any senior notes:
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to change or eliminate any provisions of the indenture, provided that any such change or elimination shall become effective only when there is no senior note outstanding created prior to the
execution of such supplemental indenture effecting the change or elimination which such senior note is entitled to the benefit of the applicable provision, or such change or elimination is
applicable only to senior notes issued after the effective date of the change or elimination; |
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to establish the form of senior notes as permitted by the indenture or to establish or reflect any terms of any senior note determined pursuant to a company order; |
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to evidence the succession of another corporation to us as permitted by the indenture, and the assumption by any successor of our covenants in the indenture and the senior notes; |
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to specify further the duties and responsibilities of, and to define further the relationship among the trustee, any Authenticating Agent and any paying agent; |
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to grant to or confer upon the trustee for the benefit of the holders of senior notes any additional rights, remedies, powers or authority; |
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to permit the trustee to comply with any duties imposed upon it by law;
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to add to our covenants for the benefit of the holders of senior notes, to add to the security for the senior notes, to surrender a right or power conferred on us in the indenture or to add any
event of default; |
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to comply with our obligations related to the limitations on liens; |
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to supply omissions, cure ambiguities or correct defects, which actions, in each case, are not prejudicial to the interest of the holders of senior notes in any material respect; or |
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to make any other change that is not prejudicial to the holders of the senior notes in any material respect.
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A supplemental indenture which changes or eliminates any covenant or other provision of the indenture (or any supplemental indenture) which has expressly been included solely for the benefit
of one or more series of the senior notes, or which modifies the rights of the holders of the senior notes of one or more series with respect to that covenant or provision, will be deemed not to affect
the rights under the indenture of the holders of the senior notes of any other series.
Defeasance and Discharge
The indenture provides that we will be discharged from any and all obligations in respect to the senior notes and the indenture (except for certain obligations such as obligations to register the
transfer or exchange of the senior notes, replace stolen, lost or mutilated senior notes and maintain paying agencies) if, among other things, we paid or caused to be paid the principal of and
premium, if any, and interest on all outstanding senior notes, as and when the same shall have become due and payable, we shall have delivered to the trustee for cancellation the outstanding senior
notes, or we have irrevocably deposited with the trustee, in trust for the benefit of the holders of senior notes, money or certain United States government obligations, or any combination of money
and certain United States government obligations, which will provide money in an amount sufficient, without reinvestment, to make all payments of principal of, premium, if any, and interest on, the
senior notes on the dates payments are due in accordance with the terms of the indenture and the senior notes; provided that unless all of the senior notes mature within 90 days of the deposit by
redemption or otherwise, we will also have delivered to the trustee an opinion of counsel to the effect that the holders of the senior notes will not recognize income, gain or loss for federal income
tax purposes as a result of the defeasance or discharge of the indenture. After we have been discharged from our obligations under the indenture, the holders of the senior notes may look only to the
deposit for payment of the principal of, and interest and any premium on, the senior notes.
Consolidation, Merger and Sale or Disposition of Assets
We may not consolidate with or merge into any other corporation or entity or sell or otherwise dispose of our properties as or substantially as an entirety to any person unless, among other
things:
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the successor or transferee is a corporation or other entity organized and existing under the laws of the United States or any state of the United States or the District of Columbia; and |
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the successor or transferee expressly assumes by supplemental indenture the due and punctual payment of the principal of and premium, if any, and interest on all of the senior notes and the
performance of every covenant of the indenture to be performed or observed by us.
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Upon any consolidation, merger, sale, transfer or other disposition of our properties substantially as an entirety, permissible under the provision described in the immediately preceding paragraph,
the successor corporation formed by the consolidation or into which we are merged or to which the transfer is made will succeed to us, and be substituted for us, and may exercise every right and
power of ours, under the indenture with the same effect as if the successor corporation had been named as Metropolitan Edison Company in the indenture, and we will be released from all
obligations under the indenture. For purposes of the indenture, the conveyance or other transfer by us of (i) all or any portion of our facilities for the generation of electric energy or (ii) all of our
facilities for the transmission of electric energy, in each case considered alone or in any combination
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with properties described in any other clause of the indenture, will in no event be deemed to constitute a conveyance or other transfer of all our properties, as or substantially as an entirety.
Certain Covenants
Limitation on Liens
The indenture provides that, so long as any senior notes are outstanding, we may not issue, assume, guarantee or permit to exist any Debt (as defined below) that is secured by any mortgage,
security interest, pledge or lien, or Lien, of or upon any of our Operating Property (as defined below), whether owned at the date of the indenture or subsequently acquired, without effectively
securing such senior notes (together with, if we so determine, any of our other indebtedness ranking equally with such senior notes) equally and ratably with that Debt (but only so long as that Debt
is so secured).
The foregoing restriction will not apply to:
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Liens on any Operating Property existing at the time of its acquisition (which Liens may also extend to subsequent repairs, alterations and improvements to that Operating Property); |
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Liens on operating property of a corporation existing at the time the corporation is merged into or consolidated with, or at the time the corporation disposes of its properties (or those of a
division) as or substantially as an entirety to, us; |
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Liens on Operating Property to secure all or part of the costs of acquisition, construction, development or substantial repair, alteration or improvement of such property or to secure
indebtedness incurred to provide funds for any of those purposes or for reimbursement of funds previously expended for any of those purposes, provided the Liens are created or assumed
contemporaneously with, or within 18 months after, the acquisition or the completion of the substantial repair or alteration, construction, development or substantial improvement of such
property; |
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Liens in favor of any state or any department, agency or instrumentality or political subdivision of any state, or for the benefit of holders of securities issued by any such entity (or providers
of credit enhancement with respect to those securities), to secure any Debt (including, without limitation, our obligations with respect to industrial development, pollution control or similar
revenue bonds) incurred for the purpose of financing all or any part of the purchase price or the cost of constructing, developing, or substantially repairing, altering, or improving our
Operating Property; |
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Liens under our first mortgage bond indenture with respect to currently outstanding first mortgage bonds; |
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Liens to compensate the trustee as provided in the indenture; or |
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any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in clauses (1) through (6), provided, however, that the
principal amount of Debt secured thereby and not otherwise authorized by clauses (1) through (6), must not exceed the principal amount of Debt, plus any premium or fee payable in
connection with the extension, renewal or replacement, so secured at the time of the extension, renewal or replacement.
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However, the foregoing restriction will not apply to our issuance, assumption or guarantee, or permission to exist, of Debt secured by a Lien which would otherwise be subject to the foregoing
restrictions up to an aggregate amount which, together with the principal amount of all of our other secured Debt then outstanding (not including secured Debt permitted under any of the foregoing
exceptions) and the Value (as defined below) of all Sale and Lease-Back Transactions (as defined below) existing at that time (other than any Sale and Lease-Back Transactions the proceeds of
which have been applied to the retirement of certain indebtedness, Sale and Lease-Back Transactions in which the property involved would have been permitted to be subjected to a Lien
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under any of the foregoing exceptions in clauses (1) to (7) and Sale and Lease-Back Transactions that are permitted by the first sentence of Limitation on Sale and Lease-Back Transactions below),
does not exceed the greater of 15% of Tangible Assets and 15% of Capitalization (as those terms are defined below). As of June 30, 2008, our Tangible Assets were $2.5 billion and our
Capitalization was $1.6 billion.
Limitation on Sale and Lease-Back Transactions
The indenture provides that, so long as any senior notes are outstanding, we may not enter into or permit to exist any Sale and Lease-Back Transaction with respect to any Operating Property, if
the purchasers commitment is obtained more than 18 months after the later of the completion of the acquisition, construction or development of that Operating Property or the placing in operation
of that Operating Property or of that Operating Property as constructed or developed or substantially repaired, altered or improved.
This restriction will not apply if:
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we would be entitled pursuant to any of the provisions described in clauses (1) to (7) of the second paragraph under Limitation on Liens above to issue, assume, guarantee or permit to exist
Debt secured by a Lien on that Operating Property without equally and ratably securing the senior notes; |
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after giving effect to a Sale and Lease-Back Transaction, we could incur, pursuant to the provisions described in the third paragraph under Limitation on Liens, at least $1.00 of additional
Debt secured by Liens (other than Liens permitted by the provisions described in clauses (1) to (7) of the second paragraph under Limitation on Liens); or |
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we apply within 180 days after the effective date of the Sale and Lease-Back Transaction an amount equal to, in the case of a sale or transfer for cash, the net proceeds (not exceeding the net
book value), and, otherwise, an amount equal to the fair value (as determined by our board of directors) of the Operating Property so leased, to the retirement of senior notes or other Debt of
ours ranking senior to, or equally with, the senior notes, subject to reduction by an amount equal to the principal amount, plus premium or fee, if any, paid in connection or with any
redemption in accordance with the terms of Debt voluntarily retired during the 180-day period otherwise than pursuant to mandatory sinking fund or prepayment provisions and payments at
maturity.
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Certain Definitions
Set forth below is a summary of certain defined terms used in the indenture. Reference is made to the indenture for the full description of all such terms, as well as any other terms used herein
for which no definition is provided.
Capitalization means the total of all the following items appearing on, or included in, our consolidated balance sheet: (i) liabilities for indebtedness maturing more than 12 months from the
date of determination; and (ii) common stock, preferred stock, Hybrid Preferred Securities, premium on capital stock, capital surplus, capital in excess of par value and retained earnings (however the
foregoing may be designated), less, to the extent not otherwise deducted, the cost of shares of our capital stock held in our treasury. Capitalization will be determined in accordance with GAAP, and
may be determined as of a date not more than 60 days prior to the happening of the event for which such determination is being made.
Debt means any outstanding debt for money borrowed evidenced by notes, debentures, bonds, or other securities or any guarantees thereof.
GAAP means generally accepted accounting principles in the United States of America, applied on a basis consistent with those used in the preparation of our financial statements.
Operating Property means (i) any interest in real property owned by us; and (ii) any asset owned by us that is depreciable in accordance with GAAP excluding, in either case, any interest of
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ours as lessee under any lease (except for a lease that results from a Sale and Lease-Back Transaction) which has been or would be capitalized on our books in accordance with GAAP.
Sale and Lease-Back Transaction means any arrangement with any person or entity providing for the leasing to us of any Operating Property (except for leases for a term, including any
renewals, of not more than 48 months), which Operating Property has been or is to be sold or transferred by us to such person; provided, however, Sale and Lease-Back Transaction does not include
any arrangement first entered into prior to the date of the indenture.
Tangible Assets means the amount shown as total assets on our consolidated balance sheet, less the following: (i) intangible assets including, but without limitation, goodwill, trademarks, trade
names, patents, and unamortized debt discount and expense and (ii) appropriate adjustments, if any, on account of minority interests. Tangible Assets will be determined in accordance with GAAP
and practices applicable to the type of business in which we are engaged and that are approved by the independent accountants regularly retained by us, and may be determined as of a date not
more than 60 days prior to the happening of the event for which the determination is being made.
Value means, with respect to a Sale and Lease-Back Transaction, as of any particular time, the amount equal to the greater of (i) the net proceeds to us from the sale or transfer of the
property leased pursuant to the Sale and Lease-Back Transaction and (ii) the net book value of the property leased, as determined by us in accordance with GAAP, in either case multiplied by a
fraction, the numerator of which will be equal to the number of full years of the term of the lease that is part of the Sale and Lease-Back Transaction remaining at the time of determination and the
denominator of which will be equal to the number of full years of the term of the lease, without regard, in any case, to any renewal or extension options contained in the lease.
Resignation or Removal of the Senior Note Trustee
The trustee may resign at any time upon at least 30 days prior written notice to us specifying the day upon which the resignation is to take effect and that resignation will take effect
immediately upon the later of the appointment of a successor trustee and the day specified by the trustee.
The trustee may be removed at any time by an instrument or concurrent instruments in writing delivered to the trustee and signed by the holders, or their attorneys-in-fact, of a majority in
aggregate principal amount of the then outstanding senior notes. In addition, so long as no event of default under the indenture or event which, with the giving of notice or lapse of time or both,
would become an event of default has occurred and is continuing, we may remove the trustee upon written notice to the holder of each senior note outstanding and the trustee, and upon the
appointment of a successor trustee.
Concerning the Senior Note Trustee
The Bank of New York Mellon is the trustee under the indenture. The indenture provides that our obligations to compensate the trustee and reimburse the trustee for expenses, disbursements
and advances will constitute indebtedness which will be secured by a lien generally prior to that of the senior notes upon all property and funds held or collected by the trustee as such.
The trustee is also a depositary of ours and certain of our affiliates and has in the past made, and may in the future make, periodic loans to us and certain of our affiliates.
Governing Law
The indenture is, and the debt securities will be, governed by New York state law.
Depositary Arrangements
We will describe the specific terms of the depositary arrangement with respect to any portion of a series of debt securities to be represented by a book-entry note in the prospectus supplement
relating to such series. We anticipate that the following provisions will apply to all depositary arrangements.
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The certificates representing the debt securities, or Global Certificates, will be issued in fully registered form, without coupons. The debt securities will be deposited with, or on behalf of, DTC
and registered in the name of Cede & Co., as DTCs nominee in the form of one or more Global Certificates or will remain in the custody of the trustee pursuant to a FAST Balance Certificate
Agreement between DTC and the trustee. Upon the issuance of the Global Certificate, DTC or its nominee will credit, on its internal system, the principal amount of the individual beneficial
interests represented by such Global Certificate to the accounts of persons who have accounts with such depositary. Such accounts initially will be designated by or on behalf of the initial purchasers.
Ownership of beneficial interests in a Global Certificate will be limited to persons who have accounts with DTC, or participants, or persons who hold interests through participants. Ownership of
beneficial interests in a Global Certificate will be shown on, and the transfer of that ownership will be effected only through, records maintained by DTC or its nominee (with respect to interests of
participants) and the records of participants (with respect to interests of persons other than participants). Qualified Institutional Buyers may hold their interests in a Global Certificate directly through
DTC if they are participants in such system or indirectly through organizations which are participants in such system.
Investors that have purchased debt securities pursuant to Regulation S may hold their interests directly through Clearstream Banking or Euroclear, if they are participants in such systems, or
indirectly through organizations that are participants in such systems. Beginning 40 days after the date of original issuance of the debt securities but not earlier, investors may also hold such interests
through organizations other than Clearstream Banking or Euroclear that are participants in the DTC system. Clearstream Banking and Euroclear will hold interests in the Global Certificate
representing debt securities purchased pursuant to Regulations S on behalf of their participants through DTC.
So long as DTC, or its nominee, is the registered owner or holder of a Global Certificate, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the debt
securities represented by such Global Certificate for all purposes under the indenture and the debt securities. No beneficial owner of an interest in a Global Certificate will be able to transfer the
interest except in accordance with DTCs applicable procedures, in addition to those provided for under the indenture and, if applicable, those of Euroclear and Clearstream Banking. Payments of the
principal of, premium, if any, and interest on, a Global Certificate will be made to DTC or its nominee, as the case may be, as the registered owner thereof. Neither we, the trustee nor any paying
agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Certificate or for maintaining,
supervising or reviewing any records relating to such beneficial ownership interests. DTC or its nominee, upon receipt of any payment of principal or interest in respect of a Global Certificate, will
credit participants accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of such Global Certificate as shown on the records of DTC or its
nominee. We also expect that payments by participants to owners of beneficial interests in such Global Certificate held through such participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts of customers registered in the names of nominees for such customers. Such payments will be the responsibility of such
participants and neither we, the trustee nor any paying agent will have any responsibility therefor.
Transfers between participants in DTC will be effected in the ordinary way in accordance with DTC rules. If a holder requires physical delivery of a certificated Senior Note for any reason,
including to sell debt securities to persons in jurisdictions which require such delivery of such debt securities or to pledge such debt securities, such holder must transfer its interest in a Global
Certificate in accordance with the procedures described under Transfer Restrictions in this prospectus, as well as DTCs applicable procedures, or the procedures set forth in the indenture, and if
applicable, those of Euroclear and Clearstream Banking.
DTC will take any action permitted to be taken by a holder of debt securities (including the presentation of debt securities for exchange as described below) only at the direction of one or more
participants to whose account the DTC interests in a Global Certificate is credited and only in respect of such portion of the aggregate principal amount of the debt securities as to which such
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participant or participants has or have given such direction. However, if there is an Event of Default under the debt securities, DTC will exchange a Global Certificate for certificated debt securities,
which it will distribute to its participants and which may be legended as set forth under Transfer Restrictions.
DTC has advised us that it is a limited purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a clearing corporation within the
meaning of the Uniform Commercial Code and a Clearing Agency registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities for its participants
and facilitate the clearance and settlement of securities transactions between participants through electronic book-entry changes in accounts of its participants, thereby eliminating the need for physical
movement of certificates. Participants include securities brokers and dealers, banks, trust companies and clearing corporations and may include certain other organizations. Indirect access to the DTC
system is available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly (indirect
participants). The rules applicable to DTC and its participants are on file with the SEC.
Although DTC, Euroclear and Clearstream Banking are expected to follow the foregoing procedures in order to facilitate transfers of interests in the debt securities represented by a Global
Certificate among their respective participants, they are under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. Neither we nor
the trustee will have any responsibility for the performance by DTC, Euroclear or Clearstream Banking or their respective participants or indirect participants of their respective obligations under the
rules and procedures governing their operations.
If DTC is at any time unwilling or unable to continue as a depositary for a Global Certificate and a successor depositary is not appointed by us within 90 days, we will issue certificated debt
securities in exchange for a Global Certificate which will bear the restrictive legend referred to under Transfer Restrictions, subject to the provisions of such legend.
Settlement for the debt securities will be made by the initial purchasers in immediately available funds. All payments of principal and interest will be made by us in immediately available funds.
Secondary trading in long-term bonds and notes of corporate issuers is generally settled in clearing-house or next-day funds. In contrast, beneficial interests in the debt securities that are not
certificated debt securities will trade in DTCs Same-Day Funds Settlement System until maturity. Therefore, the secondary market trading activity in such interests will settle in immediately available
funds. No assurance can be given as to the effect, if any, of settlement in immediately available funds on trading activity in the debt securities.
The information under this caption Depositary Arrangements concerning DTC and DTCs book-entry system has been obtained from information provided by DTC. We have provided the
foregoing descriptions of the operations and procedures of DTC solely as a matter of convenience. The operations and procedures are solely within the control of DTC and are subject to change by
DTC from time to time. You are urged to contact DTC or its participants directly to discuss these matters.
PLAN OF DISTRIBUTION
We may sell securities to one or more underwriters or dealers for public offering and sale by them, or we may sell the securities to investors directly or through agents. The prospectus
supplement relating to the securities being offered will set forth the terms of the offering and the method of distribution and will identify any firms acting as underwriters, dealers or agents in
connection with the offering, including:
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the name or names of any underwriters; |
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the purchase price of the securities and the proceeds to us from the sale; |
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any underwriting discounts and other items constituting underwriters compensation; |
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any public offering price;
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any discounts or concessions allowed or reallowed or paid to dealers; and |
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any securities exchange or market on which the securities may be listed.
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Only those underwriters identified in the prospectus supplement are deemed to be underwriters in connection with the securities offered in the prospectus supplement.
We may distribute the securities from time to time in one or more transactions at a fixed price or prices, which may be changed, or at prices determined as the prospectus supplement specifies.
We may sell securities through forward contracts or similar arrangements. In connection with the sale of securities, underwriters, dealers or agents may be deemed to have received compensation from
us in the form of underwriting discounts or commissions and also may receive commissions from securities purchasers for whom they may act as agent. Underwriters may sell the securities to or
through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters or commissions from the purchasers for whom they may act as
agent.
We may sell the securities directly or through agents we designate from time to time. Any agent involved in the offer or sale of the securities covered by this prospectus will be named in a
prospectus supplement relating to such securities. Commissions payable by us to agents will be set forth in a prospectus supplement relating to the securities being offered. Unless otherwise indicated
in a prospectus supplement, any such agents will be acting on a best-efforts basis for the period of their appointment.
Some of the underwriters, dealers or agents and some of their affiliates who participate in the securities distribution may engage in other transactions with, and perform other services for, us and
our subsidiaries or affiliates in the ordinary course of business.
Any underwriting or other compensation which we pay to underwriters or agents in connection with the securities offering, and any discounts, concessions or commissions which underwriters
allow to dealers, will be set forth in the applicable prospectus supplement. Underwriters, dealers and agents participating in the securities distribution may be deemed to be underwriters, and any
discounts and commissions they receive and any profit they realize on the resale of the securities may be deemed to be underwriting discounts and commissions under the Securities Act.
Underwriters, and their controlling persons, and agents may be entitled, under agreements we enter into with them, to indemnification against certain civil liabilities, including liabilities under the
Securities Act.
LEGAL MATTERS
Unless otherwise indicated in the applicable prospectus supplement, the validity of the securities offered under this prospectus will be passed upon for us by Wendy L. Stark, Esq., Associate
General Counsel of our parent corporation, FirstEnergy, and Akin Gump Strauss Hauer & Feld LLP, New York, New York. As of August 31, 2008, Ms. Stark owned approximately 6,186.857 shares of
common stock of FirstEnergy and 3,618.72 shares of unvested restricted stock units. Additional legal matters may be passed on for us, or any underwriters, dealers or agents, by counsel we will name
in the applicable prospectus supplement.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The financial statements incorporated in this prospectus by reference to our Annual Report on Form 10-K for the year ended December 31, 2007, have been so incorporated in reliance on the
report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
With respect to our unaudited financial information for the three-month periods ended March 31, 2008 and 2007 and for the three-month and six-month periods ended June 30, 2008 and 2007,
incorporated by reference in this prospectus, PricewaterhouseCoopers LLP reported that they have applied limited procedures in accordance with professional standards for a review of such
information. However, their separate reports dated May 7, 2008 and August 7, 2008 for the quarter
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ended March 31, 2008 and for the quarter and six-month periods ended June 30, 2008, respectively, incorporated by reference herein states that they did not audit and they do not express an opinion
on that unaudited financial information. Accordingly, the degree of reliance on their reports on such information should be restricted in light of the limited nature of the review procedures applied.
PricewaterhouseCoopers LLP is not subject to the liability provisions of Section 11 of the Securities Act for their reports on the unaudited financial information because those reports are not a
report or a part of the registration statement prepared or certified by PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11 of the Securities Act.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We are incorporating by reference certain information we file with the SEC, which means that we can disclose important information to you by referring you to those documents without restating
them in this prospectus. The information incorporated by reference is considered to be part of this prospectus. The information in this prospectus is not complete, and should be read together with
the information incorporated herein by reference. We incorporate by reference in this prospectus the following documents or information filed or to be filed with the SEC (other than, in each case,
documents or information deemed to have been furnished and not filed in accordance with SEC rules):
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our Annual Report on Form 10-K for the year ended December 31, 2007; |
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our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2008 and June 30, 2008; and |
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all documents filed by us under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after the date of this prospectus and before completion of this offer, which information will
automatically update and supersede the information contained or incorporated by reference in this prospectus.
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We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, upon written or oral request at no cost to the requester, a copy of any or all of the reports or
documents that have been incorporated by reference in this prospectus but not delivered with this prospectus. Requests for these reports or documents must be made to:
Metropolitan Edison Company
c/o FirstEnergy Corp.
76 South Main Street
Akron, Ohio 44308-1890
Attention: Shareholder Services
(800) 736-3402
The incorporated reports and other documents may also be accessed at the websites mentioned under the heading Where You Can Find More Information below.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports and other information with the SEC under the Exchange Act. These reports and other information can be inspected and copied at the SECs public
reference room at 100 F Street, N.E., Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. This material is also
available from the SECs website at http://www.sec.gov or from the website of our parent, FirstEnergy, at http://www.firstenergycorp.com/ir. Information available on FirstEnergys website, other than
the reports we file pursuant to the Exchange Act that are incorporated by reference in this prospectus, does not constitute a part of this prospectus.
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PROSPECTUS
![](penelec.jpg)
Debt Securities
This prospectus relates to debt securities that Pennsylvania Electric Company may offer from time to time. The securities may be offered in one or more series and in an amount or number, at
prices and on other terms and conditions that we will determine at the time of the offering.
We will provide specific terms of these offerings and securities in supplements to this prospectus. You should read carefully this prospectus, the information incorporated by reference in this
prospectus and any prospectus supplement before you invest. This prospectus may not be used to offer or sell any securities unless accompanied by a prospectus supplement.
Investing in these securities involves certain risks. See Risk Factors on page 1 to read about factors you should consider before buying our securities.
We may offer these securities directly or through underwriters, agents or dealers. The supplements to this prospectus will describe the terms of any particular plan of distribution, including any
underwriting arrangements. See the Plan of Distribution section beginning on page 10 of this prospectus for more information.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus.
Any representation to the contrary is a criminal offense.
This prospectus is dated September 22, 2008
TABLE OF CONTENTS
You should rely only on the information contained in this document or to which we have referred you. We have not authorized anyone to provide you with information that is different. This
document may only be used where it is legal to sell our securities.
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ABOUT THIS PROSPECTUS
This prospectus is a part of a registration statement that we filed with the Securities and Exchange Commission, or the SEC, utilizing an automatic shelf registration process. We may use this
prospectus to offer and sell from time to time any one or a combination of the securities described in this prospectus in one or more offerings. This prospectus provides you with a general description
of the securities we may offer. Each time we sell securities, we will describe in an accompanying prospectus supplement the type, amount or number and other terms and conditions of the securities
being offered, the price at which the securities are being offered, and the plan of distribution for the securities. The specific terms of the offered securities may vary from the general terms of the
securities described in this prospectus, and accordingly the description of the securities contained in this prospectus is subject to, and qualified by reference to, the specific terms of the offered
securities contained in the accompanied prospectus supplement. The prospectus supplement may also add to, update or change information contained in this prospectus, including information about us.
Therefore, for a complete understanding of the offered securities, you should read both this prospectus and any prospectus supplement together with additional information described under the
heading Where You Can Find More Information.
For more detailed information about the securities, you can also read the exhibits to the registration statement. Those exhibits have been either filed with the registration statement or
incorporated by reference to earlier SEC filings listed in the registration statement.
In this prospectus, unless the context indicates otherwise, the words Penelec, the company, we, our, ours and us refer to Pennsylvania Electric Company and its consolidated
subsidiaries.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
We caution you that this prospectus and the periodic reports and other documents that are incorporated by reference in this prospectus contain forward-looking statements based on information
currently available to us. Such statements are subject to certain risks and uncertainties. These statements include declarations regarding our or our managements intents, beliefs and current
expectations. In some cases, you can identify forward-looking statements by terminology such as may, will, should, expects, plans, anticipates, believes, estimates, predicts,
potential or continue or the negative of such terms or other comparable terminology. Forward-looking statements are not guarantees of future performance, and actual results could differ
materially from those indicated by the forward-looking statements. Forward-looking statements involve estimates, assumptions, known and unknown risks, uncertainties and other factors that may
cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such
forward-looking statements.
The forward-looking statements contained and incorporated by reference herein are qualified in their entirety by reference to the following important factors, which are difficult to predict, contain
uncertainties, are in some cases beyond our control and may cause actual results to differ materially from those contained in forward-looking statements:
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the speed and nature of increased competition and deregulation in the electric utility industry; |
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economic or weather conditions affecting future sales and margins; |
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changes in markets for energy services; |
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changing
energy and commodity market prices and availability; |
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replacement power costs being higher than anticipated or inadequately hedged; |
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our ability to continue to collect transition and other charges or to recover increased transmission costs; |
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maintenance costs being higher than anticipated; |
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other legislative and regulatory changes (including revised environmental requirements);
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the impact of the U.S. Court of Appeals July 11, 2008 decision to vacate the Clean Air Interstate Rules and the scope of any laws, rules or regulations that may ultimately take their place; |
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the uncertainty of the timing and amounts of the capital expenditures (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 or other potential regulatory initiatives; |
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adverse regulatory or legal decisions and outcomes (including, but not limited to, the revocation of necessary licenses or operating permits and oversight) by the Nuclear Regulatory Commission
and the Pennsylvania Public Utility Commission; |
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the timing and outcome of various proceedings before the Pennsylvania Public Utility Commission (including the resolution of the Petitions for Review filed with the Commonwealth Court of
Pennsylvania with respect to the transition rate plan for Pennsylvania Electric Company); |
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the continuing availability and operation of generating units and their ability to operate at, or near full capacity; |
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our ability to comply with applicable state and federal reliability standards; |
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our ability to accomplish or realize anticipated benefits from strategic goals (including employee workforce initiatives); |
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our ability to improve electric commodity margins and to experience growth in the distribution business; |
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our ability to access the public securities and other capital markets and the cost of such capital; |
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the risks and other factors discussed from time to time in our filings with the SEC, including our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q incorporated herein
by reference and in this prospectus or any prospectus supplement under the heading Risk Factors; and |
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other similar factors.
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Any forward-looking statements speak only as of the date of this prospectus, and we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the
date on which such statements are made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict all of such factors, nor can
we assess the impact of any such factors on our business or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-
looking statements. The foregoing review of factors should not be construed as exhaustive.
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THE COMPANY
We are a wholly-owned electric utility operating subsidiary of FirstEnergy Corp., or FirstEnergy. FirstEnergy is a diversified energy company headquartered in Akron, Ohio. We engage in the
distribution and sale of electric energy in an area of approximately 17,600 square miles in northern and central Pennsylvania. We also engage in the sale, purchase and interchange of electric energy
with other electric companies. The area we serve has a population of approximately 1.7 million. As lessee of the property of our subsidiary, the Waverly Electric Light & Power Company, we also
serve a population of approximately 8,400 in Waverly, New York and its vicinity.
We are a Pennsylvania corporation, and our principal executive offices are located at 76 South Main Street, Akron, Ohio 44308-1890. Our telephone number is (800) 736-3402.
RISK FACTORS
Investing in our securities involves risks. Before purchasing any securities we offer, you should carefully consider the risk factors that are incorporated by reference herein from the section
captioned Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2007 and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2008 and June 30,
2008, together with all of the other information included in this prospectus and any prospectus supplement and any other information that we have incorporated by reference, including annual,
quarterly and other reports filed with the SEC subsequent to the date hereof. Any of these risks, as well as other risks and uncertainties, could harm our financial condition, results of operations or
cash flows. See also Cautionary Note Regarding Forward-Looking Statements in this prospectus.
USE OF PROCEEDS
We intend to use the net proceeds we receive from issuance of these debt securities for general corporate purposes, unless otherwise specified in the prospectus supplement relating to a specific
issue of debt securities. General corporate purposes may include, but are not limited to, financing and operating activities, capital expenditures, acquisitions, maintenance of our assets and refinancing
our existing indebtedness.
RATIO OF EARNINGS TO FIXED CHARGES
The following table contains our consolidated ratio of earnings to fixed charges for the periods indicated. You should read these ratios in connection with our consolidated financial statements,
including the notes to those statements, incorporated by reference in this prospectus.
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Other Data |
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Consolidated Ratio of Earnings to Fixed Charges |
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2.11 |
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2.53 |
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2.02 |
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3.90 |
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3.70 |
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For purposes of the calculation of our consolidated ratio of earnings to fixed charges, earnings have been computed by adding to Income before extraordinary items total interest and other
charges, before reduction for amounts capitalized, provision for income taxes and the estimated interest element of rentals charged to income, and fixed charges include interest on long-term debt,
other interest expense, subsidiaries preferred stock dividend requirements and the estimated interest element of rentals charged to income.
DESCRIPTION OF DEBT SECURITIES
The debt securities that we may offer from time to time by this prospectus will be our senior unsecured debt securities and will rank equally with all of our other unsecured and unsubordinated
debt under an indenture, dated as of April 1, 1999, as supplemented, between us and The Bank of New York Mellon as successor trustee. The indenture gives us broad authority to set the particular
terms of each series of debt securities, including the right to modify certain of the terms contained in the indenture. The particular terms of a series of debt securities and the extent, if any, to which
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the particular terms of a series of debt securities and the extent, if any, to which such particular terms modify the terms of the indenture or otherwise vary from the terms and provisions set forth
below will be described in the prospectus supplement relating to those debt securities.
The indenture contains the full text of the matters described in this section. Because this section is a summary, it does not describe every aspect of the debt securities or the indenture. This
summary is subject to and qualified in its entirety by reference to all the provisions of the indenture, including definitions of terms used in the indenture. You should read the indenture incorporated
by reference as an exhibit to the registration statement of which this prospectus is a part. Whenever we refer to particular sections or defined terms of the indenture in this prospectus or in a
prospectus supplement, these sections or defined terms are incorporated by reference herein or in the prospectus supplement. This summary also is subject to and qualified by reference to the
description of the particular terms of the debt securities described in the applicable prospectus supplement or supplements. Certain capitalized terms used in this prospectus are defined in the
indenture.
If applicable, the prospectus supplement relating to an issue of debt securities will describe any special United States federal income tax considerations relevant to those debt securities.
There is no requirement under the indenture that future issues of our debt securities be issued under the indenture. We will be free to use other indentures or documentation, containing
provisions different from those included in the indenture or applicable to one or more issues of debt securities, in connection with future issues of other debt securities. The provisions of any such
other indentures or documentation will be described in the applicable prospectus supplement.
General
The indenture does not limit the aggregate principal amount of debt securities that we may issue under the indenture. The indenture provides that the debt securities may be issued in one or
more series. The debt securities may be issued at various times and may have differing maturity dates and may bear interest at differing rates. We need not issue all debt securities of one series at
the same time and, unless otherwise provided, we may reopen a series, without the consent of the holders of the debt securities of that series, for issuances of additional debt securities of that series.
Prior to the issuance of each series of debt securities, the terms of the particular securities will be specified in a supplemental indenture, a board resolution or one or more officers certificates
authorized pursuant to a board resolution. We refer you to the applicable prospectus supplement for a description of the following terms of the particular series of debt securities offered thereby:
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any limit on the aggregate principal amount of the debt securities; |
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the date or dates on which the principal of and any premium on the debt securities will be payable; |
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the rate or rates at which the debt securities will bear interest, if any; |
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the currency or currency unit of payment if other than United States dollars; |
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the date from which interest, if any, on the debt securities will accrue, the dates on which interest, if any, will be payable, the date on which payment of interest, if any, will commence, and the
record dates for any interest payments; |
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our right, if any, to extend interest payment periods and the duration of any extension; |
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any redemption, repayment or sinking fund provisions; |
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the place or places where the principal of and any premium and interest on the debt securities will be payable; |
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the index, if any, with reference to which the amount of principal of or any premium or interest on the debt securities will be determined;
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any addition to or change in the events of default set forth in the indenture applicable to the debt securities and any change in the right of the trustee or the holders to declare the principal
amount of the debt securities due and payable; |
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any addition to or change in the covenants set forth in the indenture; and |
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any other terms of the debt securities not inconsistent with the provisions of the indenture.
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Events of Default
The following constitute events of default under the indenture:
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default in the payment of principal of and premium, if any, on any senior note when due and payable; |
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default in the payment of interest on any senior note when due, which continues for 60 days; |
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default in the performance or breach of any of our other covenants or agreements in the senior notes or in the indenture and the continuation of the default for 90 days after we have received
written notice of the default either from the trustee or from the holders of at least 33% in aggregate principal amount of the outstanding senior notes; and |
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certain events of bankruptcy, insolvency, reorganization, assignment or receivership relating to us.
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If an event of default occurs and is continuing, either the trustee or the holders of a majority in aggregate principal amount of the outstanding senior notes may declare the principal amount of
and interest on all of the senior notes to be due and payable immediately. At any time after an acceleration of the senior notes has been declared, and before any judgment or decree for the
payment of the monies due has been obtained or entered, if we pay or deposit with the trustee a sum sufficient to pay all matured installments of interest and the principal and any premium which
has become due on the senior notes otherwise than by acceleration and all amounts due to the trustee and all defaults have been cured or waived, then our payment or deposit will cause an
automatic waiver of the event of default and its consequences and will cause an automatic rescission and annulment of the acceleration of the senior notes.
The indenture provides that the trustee generally will be under no obligation to exercise any of its rights or powers under the indenture at the request or direction of any of the holders of the
senior notes unless those holders have offered to the trustee security or indemnity reasonably satisfactory to it. Subject to the provisions for indemnity and certain other limitations contained in the
indenture, the holders of a majority in aggregate principal amount of the outstanding senior notes generally will have the right to direct the time, method and place of conducting any proceeding for
any remedy available to the trustee, or of exercising any trust or power conferred on the trustee. The holders of a majority in aggregate principal amount of the outstanding senior notes generally will
have the right to waive any past default or event of default (other than a default in the payment of principal or any premium or interest on the senior notes) on behalf of all holders of the senior
notes. The indenture provides that no holder of the senior notes may institute any action against us under the indenture unless it has previously given to the trustee written notice of the occurrence
and continuance of an event of default and unless the holders of a majority in aggregate principal amount of the senior notes then outstanding affected by the event of default have requested the
trustee to institute the action and have offered the trustee reasonable indemnity, and the trustee has not instituted the action within 60 days of the request. Furthermore, no holder of the senior notes
will be entitled to institute any action if and to the extent that the action would affect, disturb or prejudice the rights of other holders of the senior notes. Notwithstanding that the right of a holder
of the senior notes to institute a proceeding with respect to the indenture is subject to certain conditions precedent, each holder of a senior note has the right, which is absolute and unconditional, to
receive payment of the principal of, and premium, if any, and interest on the senior note when due and to institute suit for the enforcement of such payment, and those rights may not be impaired
without the consent of such holders.
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The indenture provides that the trustee, within 90 days after the occurrence of a default with respect to the senior notes, is required to give holders of the senior notes notice of any default
known to the trustee, unless cured or waived, but, except in the case of default in the payment of principal of, or premium, if any, or interest on, any senior notes, the trustee may withhold notice if
it determines in good faith that it is in the interest of holders of those senior notes to do so. We are required to deliver to the trustee each year an officers certificate as to whether or not we are in
compliance with the conditions and covenants under the indenture.
Modification with Consent of Holders
Modification and amendment of the indenture by an indenture or indentures supplemental thereto may be effected by us and the trustee with the consent of the holders of a majority in
aggregate principal amount of the outstanding senior notes, provided that no modification or amendment may, without the consent of the holder of each outstanding senior note affected by such
modification or amendment,
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change the maturity date of such senior notes; |
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reduce the rate or extend the time of payment of interest on such senior notes; |
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reduce the principal amount of, or premium payable on, such senior notes; |
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change the coin or currency of any payment of principal of, or premium, if any, or interest on, such senior notes; |
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change the date on which such senior notes may be redeemed or repaid at the option of their holders or adversely affect the rights of a holder to institute suit for the enforcement of any
payment on or with respect to such senior notes; or |
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modify the foregoing requirements or reduce the percentage of outstanding senior notes necessary to modify or amend the indenture or to waive any past default to less than a majority.
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Modification without Consent of Holders
Modification and amendment of the indenture by an indenture or indentures supplemental thereto may be effected by us and the trustee without the consent of the holders of any senior notes:
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to change or eliminate any provisions of the indenture, provided that any such change or elimination shall become effective only when there is no senior note outstanding created prior to the
execution of such supplemental indenture effecting the change or elimination which senior note is entitled to the benefit of the applicable provision or such change or elimination is applicable
only to senior notes issued after the effective date of the change or elimination; |
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to establish the form of senior notes as permitted by the indenture or to establish or reflect any terms of any senior note determined pursuant to a company order; |
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to evidence the succession of another corporation to us as permitted by the indenture, and the assumption by any successor of our covenants in the indenture and the senior notes; |
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to specify further the duties and responsibilities of, and to define further the relationship among the trustee, any Authenticating Agent and any paying agent; |
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to grant to or confer upon the trustee for the benefit of the holders of senior notes any additional rights, remedies, powers or authority; |
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to permit the trustee to comply with any duties imposed upon it by law; |
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to add to our covenants for the benefit of the holders of senior notes, to add to the security for the senior notes, to surrender a right or power conferred on us in the indenture or to add any
event of default; |
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to comply with our obligations related to the limitations on liens;
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to supply omissions, cure ambiguities or correct defects, which actions, in each case, are not prejudicial to the interest of the holders of senior notes in any material respect; or |
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to make any other change that is not prejudicial to the holders of the senior notes in any material respect.
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A supplemental indenture which changes or eliminates any covenant or other provision of the indenture (or any supplemental indenture) which has expressly been included solely for the benefit
of one or more series of the senior notes, or which modifies the rights of the holders of the senior notes of one or more series with respect to that covenant or provision, will be deemed not to affect
the rights under the indenture of the holders of the senior notes of any other series.
Defeasance and Discharge
The indenture provides that we will be discharged from any and all obligations in respect to the senior notes and the indenture (except for certain obligations such as obligations to register the
transfer or exchange of the senior notes, replace stolen, lost or mutilated senior notes and maintain paying agencies) if, among other things, we paid or caused to be paid the principal of and
premium, if any, and interest on all outstanding senior notes, as and when the same shall have become due and payable, we shall have delivered to the trustee for cancellation the outstanding senior
notes, or we have irrevocably deposited with the trustee, in trust for the benefit of the holders of senior notes, money or certain United States government obligations, or any combination of money
and certain United States government obligations, which will provide money in an amount sufficient, without reinvestment, to make all payments of principal of, premium, if any, and interest on, the
senior notes on the dates payments are due in accordance with the terms of the indenture and the senior notes; provided that unless all of the senior notes mature within 90 days of the deposit by
redemption or otherwise, we will also have delivered to the trustee an opinion of counsel to the effect that the holders of the senior notes will not recognize income, gain or loss for federal income
tax purposes as a result of the defeasance or discharge of the indenture. After we have been discharged from our obligations under the indenture, the holders of the senior notes may look only to the
deposit for payment of the principal of, and interest and any premium on, the senior notes.
Consolidation, Merger and Sale or Disposition of Assets
We may not consolidate with or merge into any other corporation or entity or sell or otherwise dispose of our properties as or substantially as an entirety to any person unless, among other
things,
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the successor or transferee corporation is a corporation or other entity organized and existing under the laws of the United States or any state of the United States or the District of Columbia;
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the successor or transferee corporation or other entity assumes by supplemental indenture the due and punctual payment of the principal of and premium, if any, and interest on the senior
notes and the performance of every covenant of the indenture to be performed or observed by us.
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Upon any consolidation, merger, sale, transfer or other disposition of our properties substantially as an entirety, permissible under the provision described in the immediately preceding paragraph,
the successor corporation formed by the consolidation or into which we are merged or to which the transfer is made will succeed to us, and be substituted for us, and may exercise every right and
power of ours, under the indenture with the same effect as if the successor corporation had been named as Pennsylvania Electric Company in the indenture, and we will be released from all
obligations under the indenture. For purposes of the indenture, the conveyance or other transfer by us of (i) all or any portion of our facilities for the generation of electric energy or (ii) all of our
facilities for the transmission of electric energy, in each case considered alone or in any combination with properties described in the other clause, will in no event be deemed to constitute a
conveyance or other transfer of all our properties, as or substantially as an entirety.
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Certain Covenants
Limitation on Liens
The indenture provides that, so long as any senior notes are outstanding, we may not issue, assume, guarantee or permit to exist any Debt (as defined below) that is secured by any mortgage,
security interest, pledge or lien, or Lien, of or upon any of our Operating Property (as defined below), whether owned at the date of the indenture or subsequently acquired, without effectively
securing such senior notes (together with, if we so determine, any of our other indebtedness ranking equally with such senior notes) equally and ratably with that Debt (but only so long as that Debt
is so secured).
The foregoing restriction will not apply to:
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Liens on any Operating Property existing at the time of its acquisition (which Liens may also extend to subsequent repairs, alterations and improvements to that Operating Property); |
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Liens on operating property of a corporation existing at the time the corporation is merged into or consolidated with, or at the time the corporation disposes of its properties (or those of a
division) as or substantially as an entirety to, us; |
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Liens on Operating Property to secure the costs of acquisition, construction, development or substantial repair, alteration or improvement of property or to secure indebtedness incurred to
provide funds for any of those purposes or for reimbursement of funds previously expended for any of those purposes, provided the Liens are created or assumed contemporaneously with, or
within 18 months after, the acquisition or the completion of substantial repair or alteration, construction, development or substantial improvement; |
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Liens in favor of any state or any department, agency or instrumentality or political subdivision of any state, or for the benefit of holders of securities issued by any such entity (or providers
of credit enhancement with respect to those securities), to secure any Debt (including, without limitation, our obligations with respect to industrial development, pollution control or similar
revenue bonds) incurred for the purpose of financing all or any part of the purchase price or the cost of substantially repairing or altering, constructing, developing or substantially improving
our Operating Property; |
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Liens under the Mortgage, where such Debt has been issued for the purposes of any transaction described in clause (4) above; |
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Liens to compensate the trustee as provided in the indenture; or |
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any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in clauses (1) through (6), provided, however, that the
principal amount of Debt secured thereby and not otherwise authorized by clauses (1) through (6), must not exceed the principal amount of Debt, plus any premium or fee payable in
connection with the extension, renewal or replacement, so secured at the time of the extension, renewal or replacement.
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However, the foregoing restriction will not apply to our issuance, assumption or guarantee of Debt secured by a Lien which would otherwise be subject to the foregoing restriction up to an
aggregate amount which, together with the principal amount of all other of our secured Debt (not including secured Debt permitted under any of the foregoing restrictions) and the Value (as defined
below) of all Sale and Lease-Back Transactions (as defined below) existing at that time (other than Sale and Lease-Back Transactions the proceeds of which have been applied to the retirement of
certain indebtedness, Sale and Lease-Back Transactions that, if such Sale and Lease-Back Transaction had been a Lien, would have been permitted under any of the foregoing restrictions and Sale
and Lease-Back Transactions that are permitted by the first sentence of Limitation on Sale and Lease-Back Transactions below), does not exceed the greater of 15% of Tangible Assets and 15% of
Capitalization (as those terms are defined below). As of June 30, 2008, our Tangible Assets were $2.0 billion and our Capitalization was $1.7 billion.
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Limitation on Sale and Lease-Back Transactions
The indenture provides that so long as any senior notes are outstanding, we may not enter into or permit to exist any Sale and Lease-Back Transaction with respect to any Operating Property, if
the purchasers commitment is obtained more than 18 months after the later of the completion of the acquisition, construction or development of that Operating Property or the placing in operation
of that Operating Property or of that Operating Property as constructed or developed or substantially repaired, altered or improved.
This restriction will not apply if:
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we would be entitled pursuant to any of the provisions described in clauses (1) to (7) of the second paragraph under Limitation on Liens above to issue, assume, guarantee or permit to exist
Debt secured by a Lien on that Operating Property without equally and ratably securing the senior notes; or |
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after giving effect to a Sale and Lease-Back Transaction, we could incur pursuant to the provisions described in the third paragraph under Limitation on Liens, $1.00 of additional Debt
secured by Liens (other than Liens permitted by the provisions described in clauses (1) to (7) of the second paragraph under Limitation on Liens); or |
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we apply within 180 days after the effective date of the Sale and Lease-Back Transaction an amount equal to, in the case of a sale or transfer for cash, the net proceeds (not exceeding the net
book value), and, otherwise, an amount equal to the fair value (as determined by our board of directors) of the Operating Property so leased, to the retirement of senior notes or other Debt of
ours ranking equally with the senior notes, subject to reduction by an amount equal to the principal amount, plus premium or fee, if any, paid in connection or with any redemption in
accordance with the terms of Debt voluntarily retired during the 180-day period otherwise than pursuant to mandatory sinking fund or prepayment provisions and payments at maturity.
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Certain Definitions
Set forth below is a summary of certain defined terms used in the indenture. Reference is made to the indenture for the full description of all such terms, as well as any other terms used herein
for which no definition is provided.
Capitalization means the total of all the following items appearing on, or included in, our consolidated balance sheet: (i) liabilities for indebtedness maturing more than 12 months from the
date of determination; and (ii) common stock, preferred stock, Hybrid Preferred Securities, premium on capital stock, capital surplus, capital in excess of par value, and retained earnings (however the
foregoing may be designated), less, to the extent not otherwise deducted, the cost of shares of capital stock held in our treasury. Capitalization will be determined in accordance with GAAP, and may
be determined as of a date not more than 60 days prior to the happening of the event for which the determination is being made.
Debt means any outstanding debt for money borrowed evidenced by notes, debentures, bonds, or other securities, or guarantees of any thereof.
GAAP means generally accepted accounting principles in the United States of America, applied on a basis consistent with those used in the preparation of our financial statements.
Operating Property means (i) any interest in real property owned by us and (ii) any asset owned by us that is depreciable in accordance with GAAP excluding, in either case, any interest of
ours as lessee under any lease (except for a lease that results from a Sale and Lease-Back Transaction) which has been or would be capitalized on our books in accordance with GAAP.
Sale and Lease-Back Transaction means any arrangement with any person providing for the leasing to us of any Operating Property (except for leases for a term, including any renewals, of not
more than 48 months), which Operating Property has been or is to be sold or transferred by us to such person; provided, however, Sale and Lease-Back Transaction does not include any arrangement
first entered into prior to the date of the indenture.
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Tangible Assets means the amount shown as total assets on our consolidated balance sheet, less the following: (i) intangible assets including, but without limitation, goodwill, trademarks, trade
names, patents, and unamortized debt discount and expense and (ii) appropriate adjustments, if any, on account of minority interests. Tangible Assets will be determined in accordance with GAAP
and practices applicable to the type of business in which we are engaged and that are approved by the independent accountants regularly retained by us, and may be determined as of a date not
more than 60 days prior to the happening of the event for which the determination is being made.
Value means, with respect to a Sale and Lease-Back Transaction, as of any particular time, the amount equal to the greater of (i) the net proceeds to us from the sale or transfer of the
property leased pursuant to the Sale and Lease-Back Transaction and (ii) the net book value of the property leased, as determined by us in accordance with GAAP, in either case multiplied by a
fraction, the numerator of which will be equal to the number of full years of the term of the lease that is part of the Sale and Lease-Back Transaction remaining at the time of determination and the
denominator of which will be equal to the number of full years of the term of the lease, without regard, in any case, to any renewal or extension options contained in the lease.
Resignation or Removal of Senior Note Trustee
The trustee may resign at any time upon written notice to us specifying the day upon which the resignation is to take effect and that resignation will take effect immediately upon the later of the
appointment of a successor trustee and the day specified by the trustee.
The trustee may be removed at any time by an instrument or concurrent instruments in writing delivered to the trustee and signed by the holders, or their attorneys-in-fact, of a majority in
aggregate principal amount of the then outstanding senior notes. In addition, so long as no event of default under the indenture or event which, with the giving of notice or lapse of time or both,
would become an event of default has occurred and is continuing, we may remove the trustee upon written notice to the holder of each senior note outstanding and the trustee, and upon the
appointment of a successor trustee.
Concerning the Senior Note Trustee
The Bank of New York Mellon is the trustee under the indenture. The indenture provides that our obligations to compensate the trustee and reimburse the trustee for expenses, disbursements
and advances will constitute indebtedness which will be secured by a lien generally prior to that of the senior notes upon all property and funds held or collected by the trustee as such. The trustee is
also a depositary of ours and certain of our affiliates and has in the past made, and may in the future make, periodic loans to us and certain of our affiliates.
Governing Law
The indenture is, and the debt securities will be, governed by, and construed in accordance with, the laws of the State of New York.
Depositary Arrangements
We will describe the specific terms of the depositary arrangement with respect to any portion of a series of debt securities to be represented by a book-entry note in the prospectus supplement
relating to such series. We anticipate that the following provisions will apply to all depositary arrangements.
The certificates representing the debt securities, or Global Certificates, will be issued in fully registered form, without coupons. The debt securities will be deposited with, or on behalf of, DTC,
and registered in the name of Cede & Co., as DTCs nominee in the form of one or more Global Certificates or will remain in the custody of the trustee pursuant to a FAST Balance Certificate
Agreement between DTC and the trustee. Upon the issuance of the Global Certificate, DTC or its nominee will credit, on its internal system, the principal amount of the individual beneficial
interests
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represented by such Global Certificate to the accounts of persons who have accounts with such depositary. Ownership of beneficial interests in a Global Certificate will be limited to persons who
have accounts with DTC, or participants, or persons who hold interests through participants. Ownership of beneficial interests in a Global Certificate will be shown on, and the transfer of that
ownership will be effected only through, records maintained by DTC or its nominee (with respect to interests of participants) and the records of participants (with respect to interests of persons other
than participants).
So long as DTC, or its nominee, is the registered owner or holder of a Global Certificate, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the debt
securities represented by such Global Certificate for all purposes under the indenture and the debt securities. No beneficial owner of an interest in a Global Certificate will be able to transfer the
interest except in accordance with DTCs applicable procedures, in addition to those provided for under the indenture.
Payments of the principal of, premium, if any, and interest on, a Global Certificate will be made to DTC or its nominee, as the case may be, as the registered owner thereof. Neither we, the
trustee nor any paying agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Certificate or
for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. DTC or its nominee, upon receipt of any payment of principal or interest in respect of a Global
Certificate, will credit participants accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of such Global Certificate as shown on the records
of DTC or its nominee. We also expect that payments by participants to owners of beneficial interests in such Global Certificate held through such participants will be governed by standing
instructions and customary practices, as is now the case with securities held for the accounts of customers registered in the names of nominees for such customers. Such payments will be the
responsibility of such participants and neither we, the trustee or any paying agent will have any responsibility therefor.
Transfers between participants in DTC will be effected in the ordinary way in accordance with DTC rules. If a holder requires physical delivery of a certificated Senior Note for any reason,
including to sell debt securities to persons in jurisdictions which require such delivery of such debt securities or to pledge such debt securities, such holder must transfer its interest in a Global
Certificate in accordance with DTCs applicable procedures, or the procedures set forth in the indenture.
DTC will take any action permitted to be taken by a holder of debt securities (including the presentation of debt securities for exchange as described below) only at the direction of one or more
participants to whose account the DTC interests in a Global Certificate is credited and only in respect of such portion of the aggregate principal amount of the debt securities as to which such
participant or participants has or have given such direction. However, if there is an Event of Default under the debt securities, DTC will exchange a Global Certificate for certificated debt securities,
which it will distribute to its participants.
DTC has advised us that it is a limited purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a clearing corporation within the
meaning of the Uniform Commercial Code and a Clearing Agency registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities for its participants
and facilitate the clearance and settlement of securities transactions between participants through electronic book-entry changes in accounts of its participants, thereby eliminating the need for physical
movement of certificates. Participants include securities brokers and dealers, banks, trust companies and clearing corporations and may include certain other organizations. Indirect access to the DTC
system is available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly (indirect
participants). The rules applicable to DTC and its participants are on file with the SEC.
Although DTC is expected to follow the foregoing procedures in order to facilitate transfers of interests in the debt securities represented by a Global Certificate among its participants, it is
under
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no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. Neither we nor the trustee will have any responsibility for the performance by
DTC or its respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.
If DTC is at any time unwilling or unable to continue as a depositary for a Global Certificate and a successor depositary is not appointed by us within 90 days, we will issue certificated debt
securities in exchange for a Global Certificate.
All payments of principal and interest will be made by us in immediately available funds.
Secondary trading in long-term bonds and notes of corporate issuers is generally settled in clearing-house or next-day funds. In contrast, beneficial interests in the debt securities that are not
certificated debt securities will trade in DTCs Same-Day Funds Settlement System until maturity. Therefore, the secondary market trading activity in such interests will settle in immediately available
funds. No assurance can be given as to the effect, if any, of settlement in immediately available funds on trading activity in the debt securities.
The information under this caption Depositary Arrangements concerning DTC and DTCs book-entry system has been obtained from information provided by DTC. We have provided the
foregoing descriptions of the operations and procedures of DTC solely as a matter of convenience. The operations and procedures are solely within the control of DTC and are subject to change by
DTC from time to time. You are urged to contact DTC or its participants directly to discuss these matters.
PLAN OF DISTRIBUTION
We may sell securities to one or more underwriters or dealers for public offering and sale by them, or we may sell the securities to investors directly or through agents. The prospectus
supplement relating to the securities being offered will set forth the terms of the offering and the method of distribution and will identify any firms acting as underwriters, dealers or agents in
connection with the offering, including:
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the name or names of any underwriters; |
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the purchase price of the securities and the proceeds to us from the sale; |
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any underwriting discounts and other items constituting underwriters compensation; |
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any public offering price; |
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any discounts or concessions allowed or reallowed or paid to dealers; and |
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any securities exchange or market on which the securities may be listed.
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Only those underwriters identified in the prospectus supplement are deemed to be underwriters in connection with the securities offered in the prospectus supplement.
We may distribute the securities from time to time in one or more transactions at a fixed price or prices, which may be changed, or at prices determined as the prospectus supplement specifies.
We may sell securities through forward contracts or similar arrangements. In connection with the sale of securities, underwriters, dealers or agents may be deemed to have received compensation from
us in the form of underwriting discounts or commissions and also may receive commissions from securities purchasers for whom they may act as agent. Underwriters may sell the securities to or
through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters or commissions from the purchasers for whom they may act as
agent.
We may sell the securities directly or through agents we designate from time to time. Any agent involved in the offer or sale of the securities covered by this prospectus will be named in a
prospectus supplement relating to such securities. Commissions payable by us to agents will be set forth in a prospectus supplement relating to the securities being offered. Unless otherwise indicated
in a prospectus supplement, any such agents will be acting on a best-efforts basis for the period of their appointment.
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Some of the underwriters, dealers or agents and some of their affiliates who participate in the securities distribution may engage in other transactions with, and perform other services for, us and
our subsidiaries or affiliates in the ordinary course of business.
Any underwriting or other compensation which we pay to underwriters or agents in connection with the securities offering, and any discounts, concessions or commissions which underwriters
allow to dealers, will be set forth in the applicable prospectus supplement. Underwriters, dealers and agents participating in the securities distribution may be deemed to be underwriters, and any
discounts and commissions they receive and any profit they realize on the resale of the securities may be deemed to be underwriting discounts and commissions under the Securities Act.
Underwriters, and their controlling persons, and agents may be entitled, under agreements we enter into with them, to indemnification against certain civil liabilities, including liabilities under the
Securities Act.
LEGAL MATTERS
Unless otherwise indicated in the applicable prospectus supplement, the validity of the securities offered under this prospectus will be passed upon for us by Wendy L. Stark, Esq., Associate
General Counsel of our parent corporation, FirstEnergy, and Akin Gump Strauss Hauer & Feld LLP, New York, New York. As of August 31, 2008, Ms. Stark owned approximately 6,186.857 shares of
common stock of FirstEnergy, and 3,618.72 shares of unvested restricted stock units. Additional legal matters may be passed on for us, or any underwriters, dealers or agents, by counsel we will name
in the applicable prospectus supplement.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The financial statements incorporated in this prospectus by reference to our Annual Report on Form 10-K for the year ended December 31, 2007, have been so incorporated in reliance on the
report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
With respect to our unaudited financial information for the three-month periods ended March 31, 2008 and 2007 and for the three-month and six-month periods ended June 30, 2008 and 2007,
incorporated by reference in this prospectus, PricewaterhouseCoopers LLP reported that they have applied limited procedures in accordance with professional standards for a review of such
information. However, their separate reports dated May 7, 2008 and August 7, 2008 for the quarter ended March 31, 2008 and for the quarter and six-month periods ended June 30, 2008, respectively,
incorporated by reference herein states that they did not audit and they do not express an opinion on that unaudited financial information. Accordingly, the degree of reliance on their reports on such
information should be restricted in light of the limited nature of the review procedures applied. PricewaterhouseCoopers LLP is not subject to the liability provisions of Section 11 of the Securities
Act for their reports on the unaudited financial information because those reports are not a report or a part of the registration statement prepared or certified by PricewaterhouseCoopers LLP
within the meaning of Sections 7 and 11 of the Securities Act.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We are incorporating by reference certain information we file with the SEC, which means that we can disclose important information to you by referring you to those documents without restating
them in this prospectus. The information incorporated by reference is considered to be part of this prospectus. The information in this prospectus is not complete, and should be read together with
the information incorporated herein by reference. We incorporate by reference in this prospectus the following documents or information filed or to be filed with the SEC (other than, in each case,
documents or information deemed to have been furnished and not filed in accordance with SEC rules):
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our Annual Report on Form 10-K for the year ended December 31, 2007;
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our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2008 and June 30, 2008; and |
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all documents filed by us under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, on or after the date of this prospectus and before
completion of this offer, which information will automatically update and supersede the information contained or incorporated by reference in this prospectus.
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We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, upon written or oral request at no cost to the requester, a copy of any or all of the reports or
documents that have been incorporated by reference in this prospectus but not delivered with this prospectus. Requests for these reports or documents must be made to:
Pennsylvania Electric Company
c/o FirstEnergy Corp.
76 South Main Street
Akron, Ohio 44308-1890
Attention: Shareholder Services
(800) 736-3402
The incorporated reports and other documents may also be accessed at the websites mentioned under the heading Where You Can Find More Information below.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports and other information with the SEC under the Exchange Act. These reports and other information can be inspected and copied at the SECs public
reference room at 100 F Street, N.E., Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. This material is also
available from the SECs website at http://www.sec.gov or from the website of our parent, FirstEnergy, at http://www.firstenergycorp.com/ir. Information available on FirstEnergys website, other than
the reports we file pursuant to the Exchange Act that are incorporated by reference in this prospectus, does not constitute a part of this prospectus.
12
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the expenses (other than underwriting discounts and commissions) expected to be incurred in connection with the offerings described in this registration
statement.
SEC registration fee |
|
$ |
*$
5,350 |
Legal fees and expenses |
|
$ |
** |
Blue sky fees and expenses |
|
$ |
** |
Accounting fees and expenses |
|
$ |
** |
Rating agencies fees and expenses |
|
$ |
** |
Stock exchange listing fees |
|
$ |
** |
Printing fees and expenses |
|
$ |
** |
Trustees fees and expenses |
|
$ |
** |
Miscellaneous |
|
$ |
** |
|
Total |
|
$ |
** |
* |
In accordance with Rules 456(b) and 457(r) under the Securities Act, the registrants are deferring payment of the registration fees associated with this registration statement, except for the registration
fees applied in accordance with Rule 457(p) as described in footnote (2) to the Calculation of Registration Fee table. The balance of the registration fees will be paid at the time of any offering of securities under this registration statement
after the applied fees have been used and therefore is not determinable.
|
|
** |
Because an indeterminate amount of securities is covered by this registration statement, the expenses in connection with the issuance and distribution of securities are not currently determinable. The
estimate of such expenses in connection with securities to be offered and sold pursuant to this registration statement will be included in the applicable prospectus supplement.
|
|
Item 15. Indemnification of Directors and Officers
FirstEnergy, OE, CEI and TE
Section 1701.13(E) of Title 17 of Pages Ohio Revised Code Annotated gives a corporation incorporated under the laws of Ohio power to indemnify any person who is or has been a director,
officer or employee of that corporation, or of another corporation at the request of that corporation, against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened,
pending or completed action, suit or proceeding, criminal or civil, to which he is or may be made a party because of being or having been such director, officer or employee, provided that in connection therewith, such person is determined to have
acted in good faith in what he reasonably believed to be in or not opposed to the best interest of the corporation of which he is a director, officer or employee, and without reasonable cause, in the case of a criminal matter, to believe that his
conduct was unlawful. The determination as to the conditions precedent to the permitted indemnification of such person is made by the directors of the indemnifying corporation acting at a meeting at which, for the purpose, any director who is a
party to or threatened with any such action, suit or proceeding may not be counted in determining the existence of a quorum and may not vote. If, because of the foregoing limitations, the directors are unable to act in this regard, such
determination may be made by the majority vote of the corporations voting shareholders (or without a meeting upon two-thirds written consent of such shareholders), by judicial proceeding or by written opinion of independent legal counsel other
than an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the corporation or any person to be indemnified during the five years preceding the date of determination.
Section 1701.13(E) of Title 17 of Pages Ohio Revised Code Annotated provides that the indemnification thereby permitted shall not be exclusive of any other rights that directors, officers
or employees may have, including
II-1
rights under insurance purchased by the corporation.
FirstEnergy
Regulation 31 of FirstEnergys Amended Code of Regulations provides as follows:
The Corporation shall indemnify, to the full extent then permitted by law, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a member of the Board of Directors or an officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, trustee, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The Corporation shall pay, to the full extent then required by law, expenses, including
attorneys fees, incurred by a member of the Board of Directors in defending any such action, suit or proceeding as they are incurred, in advance of the final disposition thereof, and may pay, in the same manner and to the full extent then
permitted by law, such expenses incurred by any other person. The indemnification and payment of expenses provided hereby shall not be exclusive of, and shall be in addition to, any other rights granted to those seeking indemnification under any
law, the Amended Articles of Incorporation, any agreement, vote of shareholders or disinterested members of the Board of Directors, or otherwise, both as to action in official capacities and as to action in another capacity while he or she is a
member of the Board of Directors, or an officer, employee or agent of the Corporation, and shall continue as to a person who has ceased to be a member of the Board of Directors, trustee, officer, employee or agent and shall inure to the benefit of
the heirs, executors and administrators of such a person.
Regulation 32 of FirstEnergys Amended Code of Regulations provides as follows:
The Corporation may, to the full extent then permitted by law and authorized by the Board of Directors, purchase and maintain insurance or furnish similar protection, including but not
limited to trust funds, letters of credit or self-insurance, on behalf of or for any persons described in Regulation 31 against any liability asserted against and incurred by any such person in any such capacity, or arising out of his status as
such, whether or not the Corporation would have the power to indemnify such person against such liability. Insurance may be purchased from or maintained with a person in which the Corporation has a financial interest.
OE
Section 38 of OEs Amended and Restated Code of Regulations provides as follows:
The Corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he or she is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, trustee, officer, employee, member, manager, or agent of
another corporation, limited liability company, partnership, joint venture, trust or other enterprise, against expenses, including attorneys fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by him or her
in connection with such action, suit, or proceeding, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or
proceeding, if he or she had no reasonable cause to believe his or her conduct was unlawful, to the full extent and according to the procedures and requirements set forth in the Ohio General Corporation Law as now in effect or as amended from time
to time. The Corporation shall pay, to the full extent then permitted by law, expenses, including attorneys fees, incurred by a member of the Board of Directors in defending any such action, suit or proceeding as they are incurred, in advance
of the final disposition thereof, and may pay, in the same manner and to the full extent then permitted by law, such expenses incurred by any other person.
The indemnification and payment of expenses provided hereby shall not be exclusive of, and shall be in addition to, any other rights granted to those seeking indemnification under any law, the Articles of Incorporation,
II-2
any agreement, vote of shareholders or disinterested members of the Board of Directors, or otherwise, both as to action in official capacities and as to action in another capacity while he or she is a member of the Board of
Directors, or an officer, employee or agent of the Corporation, and shall continue as to a person who has ceased to be a member of the Board of Directors, officer, employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
Section 39 of OEs Amended and Restated Code of Regulations provides as follows:
The Corporation may, to the full extent then permitted by law and authorized by the Board of Directors, purchase and maintain insurance or furnish similar protection, including but not limited to trust funds, letters
of credit or self-insurance, on behalf of or for any persons described in Section 38 against any liability asserted against and incurred by any such person in any such capacity, or arising out of his status as such, whether or not the Corporation
would have the power to indemnify such person against such liability. Insurance may be purchased from or maintained with a person in which the Corporation has a financial interest.
CEI
Section 38 of CEIs Amended and Restated Code of Regulations provides as follows:
The Corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he or she is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, trustee, officer, employee, member, manager, or agent of
another corporation, limited liability company, partnership, joint venture, trust or other enterprise, against expenses, including attorneys fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by him or her
in connection with such action, suit, or proceeding, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or
proceeding, if he or she had no reasonable cause to believe his or her conduct was unlawful, to the full extent and according to the procedures and requirements set forth in the Ohio General Corporation Law as now in effect or as amended from time
to time. The Corporation shall pay, to the full extent then permitted by law, expenses, including attorneys fees, incurred by a member of the Board of Directors in defending any such action, suit or proceeding as they are incurred, in advance
of the final disposition thereof, and may pay, in the same manner and to the full extent then permitted by law, such expenses incurred by any other person.
The indemnification and payment of expenses provided hereby shall not be exclusive of, and shall be in addition to, any other rights granted to those seeking indemnification under any law, the Articles of Incorporation,
any agreement, vote of shareholders or disinterested members of the Board of Directors, or otherwise, both as to action in official capacities and as to action in another capacity while he or she is a member of the Board of Directors, or an officer,
employee or agent of the Corporation, and shall continue as to a person who has ceased to be a member of the Board of Directors, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a
person.
Section 39 of CEIs Amended and Restated Code of Regulations provides as follows:
The Corporation may, to the full extent then permitted by law and authorized by the Board of Directors, purchase and maintain insurance or furnish similar protection, including but not limited to trust funds, letters
of credit or self-insurance, on behalf of or for any persons described in Section 38 against any liability asserted against and incurred by any such person in any such capacity, or arising out of his status as such, whether or not the Corporation
would have the power to indemnify such person against such liability. Insurance may be purchased from or maintained with a person in which the Corporation has a financial interest.
TE
Section 38 of TEs Amended and Restated Code of Regulations provides as follows:
II-3
The Corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he or she is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, trustee, officer, employee, member, manager, or agent of
another corporation, limited liability company, partnership, joint venture, trust or other enterprise, against expenses, including attorneys fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by him or her
in connection with such action, suit, or proceeding, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or
proceeding, if he or she had no reasonable cause to believe his or her conduct was unlawful, to the full extent and according to the procedures and requirements set forth in the Ohio General Corporation Law as now in effect or as amended from time
to time. The Corporation shall pay, to the full extent then permitted by law, expenses, including attorneys fees, incurred by a member of the Board of Directors in defending any such action, suit or proceeding as they are incurred, in advance
of the final disposition thereof, and may pay, in the same manner and to the full extent then permitted by law, such expenses incurred by any other person.
The indemnification and payment of expenses provided hereby shall not be exclusive of, and shall be in addition to, any other rights granted to those seeking indemnification under any law, the Articles of Incorporation,
any agreement, vote of shareholders or disinterested members of the Board of Directors, or otherwise, both as to action in official capacities and as to action in another capacity while he or she is a member of the Board of Directors, or an officer,
employee or agent of the Corporation, and shall continue as to a person who has ceased to be a member of the Board of Directors, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a
person.
Section 39 of TEs Amended and Restated Code of Regulations provides as follows:
The Corporation may, to the full extent then permitted by law and authorized by the Board of Directors, purchase and maintain insurance or furnish similar protection, including but not limited to trust funds, letters
of credit or self-insurance, on behalf of or for any persons described in Section 38 against any liability asserted against and incurred by any such person in any such capacity, or arising out of his status as such, whether or not the Corporation
would have the power to indemnify such person against such liability. Insurance may be purchased from or maintained with a person in which the Corporation has a financial interest.
JCP&L
Statutory Indemnification. We refer you to Section 14A:3-5 of the New Jersey Business Corporation Act, as amended, or NJBCA, which sets forth the extent
to which a corporation is authorized or required to indemnify its directors, officers and other corporate agents in various proceedings. For purposes of such law, a corporate agent is any person who is or was a director, officer,
employee or agent of the indemnifying corporation or of any constituent corporation absorbed by the indemnifying corporation in a consolidation or merger and any person who is or was a director, officer, trustee, employee or agent of any other
enterprise, serving as such at the request of the indemnifying corporation, or of any such constituent corporation, or the legal representative of any such director, officer, trustee, employee or agent. A proceeding is any pending,
threatened or completed civil, criminal, administrative or arbitrative action, suit, or proceeding, any appeal, and any inquiry or investigation which could lead to such action, suit or proceeding.
Under Section 14A: 3-5(2) of the NJBCA, any corporation organized for any purpose under any general or special law of the State of New Jersey has the power to indemnify any person who is or was
a director, officer, employee or agent of that corporation, or of another corporation at the request of that corporation, against expenses and liabilities in connection with any proceeding involving the corporate agent by reason of his being or
having been such a corporate agent, other than a proceeding by or in the right of the corporation, if: (a) such corporate agent acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the
corporation; and (b) with respect to any criminal proceeding, such corporate agent had no reasonable cause to believe his conduct was unlawful. The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo
contendere or its equivalent, shall not of itself create a presumption that such corporate agent did not meet the applicable standards of conduct set forth in paragraphs (a) and (b) above.
II-4
Under Section 14A: 3-5(3) of the NJBCA, any corporation organized for any purpose under any general or special law of the State of New Jersey has the power to indemnify a corporate agent
against his expenses in connection with any proceeding by or in the right of the corporation to procure a judgment in its favor which involves the corporate agent by reason of his being or having been such corporate agent, if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation. However, in such proceeding, no indemnification shall be provided in respect of any claim, issue or matter as to which such corporate agent
shall have been adjudged to be liable to the corporation, unless and only to the extent that the Superior Court or the court in which such proceeding was brought shall determine upon application that despite the adjudication of liability, but in
view of all circumstances of the case, such corporate agent is fairly and reasonably entitled to indemnity for such expenses as the Superior Court or such other court shall deem proper.
Pursuant to Section 14A: 3-5(4) of the NJBCA, any corporation organized for any purpose under any general or special law of the State of New Jersey shall indemnify a corporate agent against
expenses to the extent that such corporate agent has been successful on the merits or otherwise in any proceeding, including any proceeding by or in the right of the corporation, involving the corporate agent by reason of his being or having been
such a corporate agent or in defense of any claim, issue or matter therein.
Section 14A: 3-5(5) of the NJBCA provides that the determination as to the conditions precedent to the permitted indemnification of such corporate agent is made by: (a) the Board of Directors
or a committee thereof, acting by a majority vote of a quorum consisting of directors who were not parties to or otherwise involved in the proceeding; or (b) if such a quorum is not obtainable, or, even if obtainable and such quorum of the Board of
Directors or committee by a majority vote of the disinterested directors so directs, by independent legal counsel, in a written opinion, such counsel to be designated by the Board of Directors; or (c) by the shareholders if the certificate of
incorporation or by-laws or a resolution of the Board of Directors or of the shareholders so directs.
Section 14A: 3-5(6) of the NJBCA provides that expenses incurred by a corporate agent in connection with a proceeding may be paid by the corporation in advance of the final disposition of the
proceeding as authorized by the Board of Directors upon receipt of an undertaking by or on behalf of the corporate agent to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified.
Section 14A: 3-5(7) of the NJBCA provides that if a corporation upon application of a corporate agent has failed or refused to provide indemnification as required under Section 14A:3-5(4) or
permitted under Sections 14A:3-5(2), 14A:3-5(3) and 14A:3-5(6), a corporate agent may apply to a court for an award of indemnification by the corporation, and such court may award indemnification to the extent authorized under Sections 14A:3-5(2)
and 14A:3-5(3) and shall award indemnification to the extent required under Section 14A:3-5(4), notwithstanding any contrary determination which may have been made under Section 14A:3-5(5); and (ii) may allow reasonable expenses to the extent
authorized by, and subject to the provisions of, Section 14A:3-5(6), if the court shall find that the corporate agent has by his pleadings or during the course of the proceeding raised genuine issues of fact or law.
Section 14A: 3-5(8) of the NJBCA provides that the indemnification and advancement of expenses provided by or granted pursuant to the statutory sections above shall not exclude any other
rights, including the right to be indemnified against liabilities and expenses incurred in proceedings by or in the right of the corporation, to which a corporate agent may be entitled under a certificate of incorporation, by-law, agreement, vote of
shareholders, or otherwise; provided that no indemnification shall be made to or on behalf of a corporate agent if a judgment or other final adjudication adverse to the corporate agent establishes that his acts or omissions (a) were in breach of his
duty of loyalty to the corporation or its shareholders, as defined in Section 14A:2-7(3) of the NJBCA; (b) were not in good faith or involved a knowing violation of law; or (c) resulted in receipt by the corporate agent of an improper personal
benefit.
Indemnification Pursuant to the Amended and Restated Bylaws of JCP&L.
Section 38 of JCP&Ls Amended and Restated Bylaws provides as follows:
The Corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he or she is or was a director, officer, employee, or agent of the Corporation,
II-5
or is or was serving at the request of the Corporation as a director, trustee, officer, employee, member, manager, or agent of another corporation, limited liability company, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by him or her in connection with such action, suit, or proceeding, if he or she acted in good faith and
in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if he or she had no reasonable cause to believe his or her conduct was unlawful, to
the full extent and according to the procedures and requirements set forth in the New Jersey General Corporation Law as now in effect or as amended from time to time. The Corporation shall pay, to the full extent then permitted by law, expenses,
including attorneys fees, incurred by a member of the Board of Directors in defending any such action, suit or proceeding as they are incurred, in advance of the final disposition thereof, and may pay, in the same manner and to the full extent
then permitted by law, such expenses incurred by any other person.
The indemnification and payment of expenses provided hereby shall not be exclusive of, and shall be in addition to, any other rights granted to those seeking indemnification under any law, the Certificate of Incorporation,
any agreement, vote of shareholders or disinterested members of the Board of Directors, or otherwise, both as to action in official capacities and as to action in another capacity while he or she is a member of the Board of Directors, or an officer,
employee or agent of the Corporation, and shall continue as to a person who has ceased to be a member of the Board of Directors, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a
person.
Section 39 of JCP&Ls Amended and Restated Bylaws provides as follows:
The Corporation may, to the full extent then permitted by law and authorized by the Board of Directors, purchase and maintain insurance or furnish similar protection, including but not limited to trust funds, letters
of credit or self-insurance, on behalf of or for any persons described in Section 38 against any liability asserted against and incurred by any such person in any such capacity, or arising out of his status as such, whether or not the Corporation
would have the power to indemnify such person against such liability. Insurance may be purchased from or maintained with a person in which the Corporation has a financial interest.
Met-Ed and Penelec
Section 1746 of the Pennsylvania Business Corporation Law, or PBCL, and our By-laws provide for increased indemnification protections for directors, officers and others. Indemnification may be
provided by Pennsylvania corporations in any case except where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.
Section 1713 of the PBCL also sets forth a framework whereby Pennsylvania corporations, with the approval of the shareholders, may limit the personal liability of directors for monetary damages
except where the director has breached or failed to perform his or her duties, and the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. The section does not apply to a directors responsibility or
liability under a criminal or tax statute and may not apply to liability under Federal statutes, such as the Federal securities laws.
Met-Ed
Section 38 of Met-Eds Amended and Restated Bylaws provides as follows:
The Corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he or she is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, trustee, officer, employee, member, manager, or agent of
another corporation, limited liability company, partnership, joint venture, trust or other enterprise, against expenses, including attorneys fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by him or her
in connection with such action, suit, or proceeding, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with
II-6
respect to any criminal action or proceeding, if he or she had no reasonable cause to believe his or her conduct was unlawful, to the full extent and according to the procedures and requirements set forth in the
Pennsylvania General Corporation Law as now in effect or as amended from time to time. The Corporation shall pay, to the full extent then permitted by law, expenses, including attorneys fees, incurred by a member of the Board of Directors in
defending any such action, suit or proceeding as they are incurred, in advance of the final disposition thereof, and may pay, in the same manner and to the full extent then permitted by law, such expenses incurred by any other person.
The indemnification and payment of expenses provided hereby shall not be exclusive of, and shall be in addition to, any other rights granted to those seeking indemnification under any law, the Articles of Incorporation,
any agreement, vote of shareholders or disinterested members of the Board of Directors, or otherwise, both as to action in official capacities and as to action in another capacity while he or she is a member of the Board of Directors, or an officer,
employee or agent of the Corporation, and shall continue as to a person who has ceased to be a member of the Board of Directors, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a
person.
Section 39 of Met-Eds Amended and Restated Bylaws provides as follows:
The Corporation may, to the full extent then permitted by law and authorized by the Board of Directors, purchase and maintain insurance or furnish similar protection, including but not limited to trust funds, letters
of credit or self-insurance, on behalf of or for any persons described in Section 38 against any liability asserted against and incurred by any such person in any such capacity, or arising out of his status as such, whether or not the Corporation
would have the power to indemnify such person against such liability. Insurance may be purchased from or maintained with a person in which the Corporation has a financial interest.
Penelec
Section 38 of Penelecs Amended and Restated Bylaws provides as follows:
The Corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he or she is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, trustee, officer, employee, member, manager, or agent of
another corporation, limited liability company, partnership, joint venture, trust or other enterprise, against expenses, including attorneys fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by him or her
in connection with such action, suit, or proceeding, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or
proceeding, if he or she had no reasonable cause to believe his or her conduct was unlawful, to the full extent and according to the procedures and requirements set forth in the Pennsylvania General Corporation Law as now in effect or as amended
from time to time. The Corporation shall pay, to the full extent then permitted by law, expenses, including attorneys fees, incurred by a member of the Board of Directors in defending any such action, suit or proceeding as they are incurred,
in advance of the final disposition thereof, and may pay, in the same manner and to the full extent then permitted by law, such expenses incurred by any other person.
The indemnification and payment of expenses provided hereby shall not be exclusive of, and shall be in addition to, any other rights granted to those seeking indemnification under any law, the Articles of Incorporation,
any agreement, vote of shareholders or disinterested members of the Board of Directors, or otherwise, both as to action in official capacities and as to action in another capacity while he or she is a member of the Board of Directors, or an officer,
employee or agent of the Corporation, and shall continue as to a person who has ceased to be a member of the Board of Directors, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a
person.
Section 39 of Penelecs Amended and Restated Bylaws provides as follows:
II-7
The Corporation may, to the full extent then permitted by law and authorized by the Board of Directors, purchase and maintain insurance or furnish similar protection, including but not limited to trust funds, letters
of credit or self-insurance, on behalf of or for any persons described in Section 38 against any liability asserted against and incurred by any such person in any such capacity, or arising out of his status as such, whether or not the Corporation
would have the power to indemnify such person against such liability. Insurance may be purchased from or maintained with a person in which the Corporation has a financial interest.
FirstEnergy, OE, CEI, TE, JCP&L, Met-Ed and Penelec
Directors and Officers Liability Insurance. Each registrant maintains and pays the premium on contracts insuring such registrant (with certain
exclusions) against any liability to directors and officers it may incur under the above indemnity provisions and insuring each director and officer of such registrant (with certain exclusions) against liability and expense, including legal fees,
which he or she may incur by reason of his or her relationship to such registrant.
Item 16. Exhibits
EXHIBIT INDEX
Exhibit |
|
|
|
|
Number |
|
Registrant(s) |
|
Description |
1* |
|
FirstEnergy |
|
Form of Underwriting
Agreement. |
|
|
OE |
|
|
|
|
CEI |
|
|
|
|
TE |
|
|
|
|
JCP&L |
|
|
|
|
Met-Ed |
|
|
|
|
Penelec |
|
|
|
|
|
|
|
4(a)** |
|
FirstEnergy |
|
Form of Common
Stock Certificate (incorporated by reference from Registration No. |
|
|
|
|
333-40063, Exhibit
4(c), filed November 24, 1997). |
|
|
|
|
|
4(b)** |
|
FirstEnergy |
|
Form of Unsecured
Debt Securities (incorporated by reference from Exhibit 4(c)). |
|
|
|
|
|
4(c)** |
|
FirstEnergy |
|
Indenture, dated
as of November 15, 2001, between FirstEnergy Corp. and The Bank of |
|
|
|
|
New York Mellon,
as Trustee (incorporated by reference from Registration No. 333- |
|
|
|
|
69856, Exhibit
4(a)). |
|
|
|
|
|
4(d)* |
|
FirstEnergy |
|
Form of Purchase
Contract Agreement. |
|
|
|
|
|
4(e)* |
|
FirstEnergy |
|
Form of Certificate
of Designation for Preferred Stock. |
|
|
|
|
|
4(f)* |
|
FirstEnergy |
|
Form of Preferred
Stock Certificate. |
|
|
|
|
|
4(g)* |
|
FirstEnergy |
|
Form of Equity
Warrant Agreement. |
|
|
|
|
|
4(h)* |
|
FirstEnergy |
|
Form of Equity
Warrant. |
|
|
|
|
|
4(i)* |
|
FirstEnergy |
|
Form of Debt Warrant
Agreement. |
|
|
|
|
|
4(j)* |
|
FirstEnergy |
|
Form of Debt Warrant. |
|
|
|
|
|
4(k)** |
|
OE |
|
Indenture, dated
as of April 1, 2003, by and between Ohio Edison Company and The |
|
|
|
|
Bank of New York
Mellon, as Trustee (Incorporated by reference from Registration |
II-8
Exhibit |
|
|
|
|
|
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|
Number |
|
Registrant(s) |
|
Description |
|
|
|
|
|
No. 333-111311,
Exhibit 4(a)). |
|
|
4(l)** |
|
OE |
|
Form
of Debt Securities (incorporated by reference from Exhibit 4(k)). |
|
4(m)** |
|
OE |
|
General
Mortgage Indenture and Deed of Trust dated as of January 1, 1998 between |
|
|
|
|
Ohio
Edison Company and The Bank of New York Mellon, as Trustee, as amended
and |
|
|
|
|
supplemented
by Supplemental Indentures (incorporated by reference from Registration |
|
|
|
|
No. 333-05277,
Exhibit 4(g)). |
|
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|
|
|
February
1, 2003 |
1-2578 |
4-2 |
|
|
|
|
|
March
1, 2003 |
1-2578 |
4-2 |
|
|
|
|
|
August
1, 2003 |
1-2578 |
4-2 |
|
|
|
|
|
June
1, 2004 |
1-2578 |
4-2 |
|
|
|
|
|
June
1, 2004 |
1-2578 |
4-2 |
|
|
|
|
|
December
1, 2004 |
1-2578 |
4-2 |
|
|
|
|
|
April
1, 2005 |
1-2578 |
4-2 |
|
|
|
|
|
April
15, 2005 |
1-2578 |
4-2 |
|
|
|
|
|
June
1, 2005 |
1-2578 |
4-2 |
|
|
4(n)** |
|
CEI |
|
Indenture,
dated as of December 1, 2003, between The Cleveland Electric Illuminating |
|
|
|
|
Company
and The Bank of New York Mellon Trust Company, N.A., as Trustee |
|
|
|
|
(incorporated
by reference from 2003 Form 10-K, Exhibit 4-8). |
|
4(o)** |
|
CEI |
|
Form
of Debt Securities (incorporated by reference from Exhibit 4(n)). |
|
4(p)**
|
|
CEI |
|
Mortgage
and Deed of Trust between The Cleveland Electric Illuminating Company
and |
|
|
|
|
JPMorgan
Chase Bank, N.A., as Trustee, dated July 1, 1940 (Exhibit 7(a), File
No. 2- |
|
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|
|
4450). |
|
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|
|
|
Supplemental
Indentures between The Cleveland Electric Illuminating Company and the |
|
|
|
|
Trustee, supplemental to Exhibit 4(p), dated
as follows: |
|
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|
4p(1) |
July
1, 1940 (Exhibit 7(b), File No. 2-4450). |
|
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|
|
4p(2) |
August
18, 1944 (Exhibit 4(c), File No. 2-9887). |
|
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|
|
4p(3) |
December
1, 1947 (Exhibit 7(d), File No. 2-7306). |
|
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|
|
4p(4) |
September
1, 1950 (Exhibit 7(c), File No. 2-8587). |
|
|
|
|
4p(5) |
June
1, 1951 (Exhibit 7(f), File No. 2-8994). |
|
|
|
|
4p(6) |
May 1,
1954 (Exhibit 4(d), File No. 2-10830). |
|
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|
|
4p(7) |
March
1, 1958 (Exhibit 2(a)(4), File No. 2-13839). |
|
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|
|
4p(8) |
April
1, 1959 (Exhibit 2(a)(4), File No. 2-14753). |
|
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|
|
4p(9) |
December
20, 1967 (Exhibit 2(a)(4), File No. 2-30759). |
|
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|
|
4p(10) |
January
15, 1969 (Exhibit 2(a)(5), File No. 2-30759). |
|
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|
|
4p(11) |
November
1, 1969 (Exhibit 2(a)(4), File No. 2-35008). |
|
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|
|
4p(12) |
June
1, 1970 (Exhibit 2(a)(4), File No. 2-37235). |
|
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|
|
4p(13) |
November
15, 1970 (Exhibit 2(a)(4), File No. 2-38460). |
|
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|
|
4p(14) |
May 1,
1974 (Exhibit 2(a)(4), File No. 2-50537). |
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|
|
4p(15) |
April
15, 1975 (Exhibit 2(a)(4), File No. 2-52995). |
|
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|
|
4p(16) |
April
16, 1975 (Exhibit 2(a)(4), File No. 2-53309). |
|
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|
4p(17) |
May 28,
1975 (Exhibit 2(c), June 5, 1975 Form 8-A, File No. 1-2323). |
|
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|
4p(18) |
February
1, 1976 (Exhibit 3(d)(6), 1975 Form 10 K, File No. 1-2323). |
|
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|
4p(19) |
November
23, 1976 (Exhibit 2(a)(4), File No. 2-57375). |
|
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|
4p(20) |
July
26, 1977 (Exhibit 2(a)(4), File No. 2-59401). |
|
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|
4p(21) |
September
7, 1977 (Exhibit 2(a)(5), File No. 2-67221). |
II-9
Exhibit |
|
|
|
|
|
Number |
|
Registrant(s) |
|
Description |
|
|
|
|
|
4p(22) |
May 1, 1978 (Exhibit
2(b), June 30, 1978 Form 10-Q, File No. 1-2323). |
|
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|
4p(23) |
September 1, 1979
(Exhibit 2(a), September 30, 1979 Form 10-Q, |
|
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|
|
File No. 1-2323). |
|
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|
4p(24) |
April 1, 1980 (Exhibit
4(a)(2), September 30, 1980 Form 10-Q, |
|
|
|
|
|
File No. 1-2323). |
|
|
|
|
4p(25) |
April 15, 1980
(Exhibit 4(b), September 30, 1980 Form 10-Q, |
|
|
|
|
|
File No. 1-2323). |
|
|
|
|
4p(26) |
May 28, 1980 (Exhibit
2(a)(4), Amendment No. 1, File No. 2-67221). |
|
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|
|
4p(27) |
June 9, 1980 (Exhibit
4(d), September 30, 1980 Form 10-Q, File No. 1- |
|
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|
|
|
2323). |
|
|
|
|
4p(28) |
December 1, 1980
(Exhibit 4(b)(29), 1980 Form 10-K, File No. 1-2323). |
|
|
|
|
4p(29) |
July 28, 1981 (Exhibit
4(a), September 30, 1981, Form 10-Q, |
|
|
|
|
|
File No. 1-2323). |
|
|
|
|
4p(30) |
August 1, 1981
(Exhibit 4(b), September 30, 1981, Form 10-Q, |
|
|
|
|
|
File No. 1-2323). |
|
|
|
|
4p(31) |
March 1, 1982 (Exhibit
4(b)(3), Amendment No. 1, File No. 2-76029). |
|
|
|
|
4p(32) |
July 15, 1982 (Exhibit
4(a), September 30, 1982 Form 10-Q, File No. 1- |
|
|
|
|
|
2323). |
|
|
|
|
4p(33) |
September 1, 1982
(Exhibit 4(a)(1), September 30, 1982 Form 10-Q, |
|
|
|
|
|
File No. 1-2323). |
|
|
|
|
4p(34) |
November 1, 1982
(Exhibit (a)(2), September 30, 1982 Form 10-Q, |
|
|
|
|
|
File No. 1-2323). |
|
|
|
|
4p(35) |
November 15, 1982
(Exhibit 4(b)(36), 1982 Form 10-K, File No. 1-2323). |
|
|
|
|
4p(36) |
May 24, 1983 (Exhibit
4(a), June 30, 1983 Form 10-Q, File No. 1-2323). |
|
|
|
|
4p(37) |
May 1, 1984 (Exhibit
4, June 30, 1984 Form 10-Q, File No. 1-2323). |
|
|
|
|
4p(38) |
May 23, 1984 (Exhibit
4, May 22, 1984 Form 8-K, File No. 1-2323). |
|
|
|
|
4p(39) |
June 27, 1984 (Exhibit
4, June 11, 1984 Form 8-K, File No. 1-2323). |
|
|
|
|
4p(40) |
September 4, 1984
(Exhibit 4b(41), 1984 Form 10-K, File No. 1-2323). |
|
|
|
|
4p(41) |
November 14, 1984
(Exhibit 4b(42), 1984 Form 10 K, File No. 1-2323). |
|
|
|
|
4p(42) |
November 15, 1984
(Exhibit 4b(43), 1984 Form 10-K, File No. 1-2323). |
|
|
|
|
4p(43) |
April 15, 1985
(Exhibit 4(a), May 8, 1985 Form 8-K, File No. 1-2323). |
|
|
|
|
4p(44) |
May 28, 1985 (Exhibit
4(b), May 8, 1985 Form 8-K, File No. 1-2323). |
|
|
|
|
4p(45) |
August 1, 1985
(Exhibit 4, September 30, 1985 Form 10-Q, File No. 1- |
|
|
|
|
|
2323). |
|
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|
|
4p(46) |
September 1, 1985
(Exhibit 4, September 30, 1985 Form 8-K, |
|
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|
|
|
File No. 1-2323). |
|
|
|
|
4p(47) |
November 1, 1985
(Exhibit 4, January 31, 1986 Form 8-K, File No. 1-2323). |
|
|
|
|
4p(48) |
April 15, 1986
(Exhibit 4, March 31, 1986 Form 10-Q, File No. 1-2323). |
|
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|
|
4p(49) |
May 14, 1986 (Exhibit
4(a), June 30, 1986 Form 10-Q, File No. 1-2323). |
|
|
|
|
4p(50) |
May 15, 1986 (Exhibit
4(b), June 30, 1986 Form 10-Q, File No. 1-2323). |
|
|
|
|
4p(51) |
February 25, 1987
(Exhibit 4b(52), 1986 Form 10-K, File No. 1-2323). |
|
|
|
|
4p(52) |
October 15, 1987
(Exhibit 4, September 30, 1987 Form 10-Q, |
|
|
|
|
|
File No. 1-2323). |
|
|
|
|
4p(53) |
February 24, 1988
(Exhibit 4b(54), 1987 Form 10-K, File No. 1-2323). |
|
|
|
|
4p(54) |
September 15, 1988
(Exhibit 4b(55), 1988 Form 10-K, File No. 1-2323). |
|
|
|
|
4p(55) |
May 15, 1989 (Exhibit
4(a)(2)(i), File No. 33-32724). |
|
|
|
|
4p(56) |
June 13, 1989 (Exhibit
4(a)(2)(ii), File No. 33-32724). |
|
|
|
|
4p(57) |
October 15, 1989
(Exhibit 4(a)(2)(iii), File No. 33-32724). |
|
|
|
|
4p(58) |
January 1, 1990
(Exhibit 4b(59), 1989 Form 10-K, File No. 1-2323). |
|
|
|
|
4p(59) |
June 1, 1990 (Exhibit
4(a). September 30, 1990 Form 10-Q, File No. 1- |
|
|
|
|
|
2323). |
|
|
|
|
4p(60) |
August 1, 1990
(Exhibit 4(b), September 30, 1990 Form 10-Q, |
|
|
|
|
|
File No. 1-2323). |
II-10
Exhibit |
|
|
|
|
|
Number |
|
Registrant(s) |
|
Description |
|
|
|
|
|
4p(61) |
May 1, 1991 (Exhibit
4(a), June 30, 1991 Form 10-Q, File No. 1-2323). |
|
|
|
|
4p(62) |
May 1, 1992 (Exhibit
4(a)(3), File No. 33-48845). |
|
|
|
|
4p(63) |
July 31, 1992 (Exhibit
4(a)(3), File No. 33-57292). |
|
|
|
|
4p(64) |
January 1, 1993
(Exhibit 4b(65), 1992 Form 10-K, File No. 1-2323). |
|
|
|
|
4p(65) |
February 1, 1993
(Exhibit 4b(66), 1992 Form 10-K, File No. 1-2323). |
|
|
|
|
4p(66) |
May 20, 1993 (Exhibit
4(a), July 14, 1993 Form 8-K, File No. 1-2323). |
|
|
|
|
4p(67) |
June 1, 1993 (Exhibit
4(b), July 14, 1993 Form 8-K, File No. 1-2323). |
|
|
|
|
4p(68) |
September 15, 1994
(Exhibit 4(a), September 30, 1994 Form 10-Q, |
|
|
|
|
|
File No. 1-2323). |
|
|
|
|
4p(69) |
May 1, 1995 (Exhibit
4(a), September 30, 1995 Form 10-Q, File No. 1- |
|
|
|
|
|
2323). |
|
|
|
|
4p(70) |
May 2, 1995 (Exhibit
4(b), September 30, 1995 Form 10-Q, File No. 1- |
|
|
|
|
|
2323). |
|
|
|
|
4p(71) |
June 1, 1995 (Exhibit
4(c), September 30, 1995 Form 10-Q, File No. 1- |
|
|
|
|
|
2323). |
|
|
|
|
4p(72) |
July 15, 1995 (Exhibit
4b(73), 1995 Form 10-K, File No. 1-2323). |
|
|
|
|
4p(73) |
August 1, 1995
(Exhibit 4b(74), 1995 Form 10-K, File No. 1-2323). |
|
|
|
|
4p(74) |
June 15, 1997 (Exhibit
4(a), Form S-4 File No. 333-35931, |
|
|
|
|
|
filed by Cleveland
Electric and Toledo Edison). |
|
|
|
|
4p(75) |
October 15, 1997
(Exhibit 4(a), Form S-4 File No. 333-47651, |
|
|
|
|
|
filed by Cleveland
Electric). |
|
|
|
|
4p(76) |
June 1, 1998 (Exhibit
4b(77), Form S-4 File No. 333-72891). |
|
|
|
|
4p(77) |
October 1, 1998
(Exhibit 4b(78), Form S-4 File No. 333-72891). |
|
|
|
|
4p(78) |
October 1, 1998
(Exhibit 4b(79), Form S-4 File No. 333-72891). |
|
|
|
|
4p(79) |
February 24, 1999
(Exhibit 4b(80), Form S-4 File No. 333-72891). |
|
|
|
|
4p(80) |
September 29, 1999.
(Exhibit 4b(81), 1999 Form 10-K, File No. 1-2323). |
|
|
|
|
4p(81) |
January 15, 2000.
(Exhibit 4b(82), 1999 Form 10-K, File No. 1-2323). |
|
|
|
|
4p(82) |
May 15, 2002 (Exhibit
4b(83), 2002 Form 10-K, File No. 1-2323). |
|
|
|
|
4p(83) |
October 1, 2002
(Exhibit 4b(84), 2002 Form 10-K, File No. 1-2323). |
|
|
|
|
4p(84) |
Supplemental Indenture
dated as of September 1, 2004 (Exhibit 4-1(85), |
|
|
|
|
|
September 2004
10-Q, File No. 1-2323). |
|
|
|
|
4p(85) |
Supplemental Indenture
dated as of October 1, 2004 (Exhibit 4-1(86), |
|
|
|
|
|
September 2004
10-Q, File No. 1-2323). |
|
|
|
|
4p(86) |
Supplemental Indenture
dated as of April 1, 2005 (Exhibit 4.1, |
|
|
|
|
|
June 2005 10-Q, File No. 1-2323) |
|
|
|
|
4p(87) |
Supplemental Indenture
dated as of July 1, 2005 (Exhibit 4.2, |
|
|
|
|
|
June 2005 10-Q, File No. 1-2323) |
|
4(q)** |
|
TE |
|
Form
of Indenture, dated as of November 1, 2006, between The Toledo Edison
Company |
|
|
|
|
and The
Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated
by |
|
|
|
|
reference from Registration
No. 333-138065, Exhibit 4-A). |
|
4(r)** |
|
TE |
|
Form
of Debt Securities (incorporated by reference from Exhibit 4(q)). |
|
4(s)** |
|
TE |
|
Indenture,
dated as of April 1, 1947, between The Toledo Edison Company and |
|
|
|
|
JPMorgan
Chase Bank, N.A. (Exhibit 2(b), File No. 2-26908). |
|
|
|
|
|
4(s)(1) |
September
1, 1948 (Exhibit 2(d), File No. 2-26908). |
|
|
|
|
4(s)(2) |
April
1, 1949 (Exhibit 2(e), File No. 2-26908). |
|
|
|
|
4(s)(4) |
December
1, 1950 (Exhibit 2(f), File No. 2-26908). |
|
|
|
|
4(s)(5) |
March
1, 1954 (Exhibit 2(g), File No. 2-26908). |
|
|
|
|
4(s)(6) |
February
1, 1956 (Exhibit 2(h), File No. 2-26908). |
|
|
|
|
4(s)(7) |
May
1, 1958 (Exhibit 5(g), File No. 2-59794). |
II-11
Exhibit |
|
|
|
|
|
Number |
|
Registrant(s) |
|
Description |
|
|
|
|
|
4(s)(8) |
August 1, 1967
(Exhibit 2(c), File No. 2-26908). |
|
|
|
|
4(s)(9) |
November 1, 1970
(Exhibit 2(c), File No. 2-38569). |
|
|
|
|
4(s)(10) |
August 1, 1972
(Exhibit 2(c), File No. 2-44873). |
|
|
|
|
4(s)(11) |
November 1, 1973
(Exhibit 2(c), File No. 2-49428). |
|
|
|
|
4(s)(12) |
July 1, 1974 (Exhibit
2(c), File No. 2-51429). |
|
|
|
|
4(s)(13) |
October 1, 1975
(Exhibit 2(c), File No. 2-54627). |
|
|
|
|
4(s)(14) |
June 1, 1976 (Exhibit
2(c), File No. 2-56396). |
|
|
|
|
4(s)(15) |
October 1, 1978
(Exhibit 2(c), File No. 2-62568). |
|
|
|
|
4(s)(16) |
September 1, 1979
(Exhibit 2(c), File No. 2-65350). |
|
|
|
|
4(s)(17) |
September 1, 1980
(Exhibit 4(s), File No. 2-69190). |
|
|
|
|
4(s)(18) |
October 1, 1980
(Exhibit 4(c), File No. 2-69190). |
|
|
|
|
4(s)(19) |
April 1, 1981 (Exhibit
4(c), File No. 2-71580). |
|
|
|
|
4(s)(20) |
November 1, 1981
(Exhibit 4(c), File No. 2-74485). |
|
|
|
|
4(s)(21) |
June 1, 1982 (Exhibit
4(c), File No. 2-77763). |
|
|
|
|
4(s)(22) |
September 1, 1982
(Exhibit 4(x), File No. 2-87323). |
|
|
|
|
4(s)(23) |
April 1, 1983 (Exhibit
4(c), March 31, 1983, Form 10-Q, File No. 1-3583). |
|
|
|
|
4(s)(24) |
December 1, 1983
(Exhibit 4(x), 1983 Form 10-K, File No. 1-3583). |
|
|
|
|
4(s)(25) |
April 1, 1984 (Exhibit
4(c), File No. 2-90059). |
|
|
|
|
4(s)(26) |
October 15, 1984
(Exhibit 4(z), 1984 Form 10-K, File No. 1-3583). |
|
|
|
|
4(s)(27) |
October 15, 1984
(Exhibit 4(aa), 1984 Form 10-K, File No. 1-3583). |
|
|
|
|
4(s)(28) |
August 1, 1985
(Exhibit 4(dd), File No. 33-1689). |
|
|
|
|
4(s)(29) |
August 1, 1985
(Exhibit 4(ee), File No. 33-1689). |
|
|
|
|
4(s)(30) |
December 1, 1985
(Exhibit 4(c), File No. 33-1689). |
|
|
|
|
4(s)(31) |
March 1, 1986 (Exhibit
4b(31), 1986 Form 10-K, File No. 1-3583). |
|
|
|
|
4(s)(32) |
October 15, 1987
(Exhibit 4, September 30, 1987 Form 10-Q, |
|
|
|
|
|
File No. 1-3583). |
|
|
|
|
4(s)(33) |
September 15, 1988
(Exhibit 4b(33), 1988 Form 10-K, File No. 1-3583). |
|
|
|
|
4(s)(34) |
June 15, 1989 (Exhibit
4b(34), 1989 Form 10-K, File No. 1-3583). |
|
|
|
|
4(s)(35) |
October 15, 1989
(Exhibit 4b(35), 1989 Form 10-K, File No. 1-3583). |
|
|
|
|
4(s)(36) |
May 15, 1990 (Exhibit
4, June 30, 1990 Form 10-Q, File No. 1-3583). |
|
|
|
|
4(s)(37) |
March 1, 1991 (Exhibit
4(b), June 30, 1991 Form 10-Q, File No. 1-3583). |
|
|
|
|
4(s)(38) |
May 1, 1992 (Exhibit
4(a)(3), File No. 33-48844). |
|
|
|
|
4(s)(39) |
August 1, 1992
(Exhibit 4b(39), 1992 Form 10-K, File No. 1-3583). |
|
|
|
|
4(s)(40) |
October 1, 1992
(Exhibit 4b(40), 1992 Form 10-K, File No. 1-3583). |
|
|
|
|
4(s)(41) |
January 1, 1993
(Exhibit 4b(41), 1992 Form 10-K, File No. 1-3583). |
|
|
|
|
4(s)(42) |
September 15, 1994
(Exhibit 4(b), September 30, 1994 Form 10-Q, |
|
|
|
|
|
File No. 1-3583). |
|
|
|
|
4(s)(43) |
May 1, 1995 (Exhibit
4(d), September 30, 1995 Form 10-Q, |
|
|
|
|
|
File No. 1-3583). |
|
|
|
|
4(s)(44) |
June 1, 1995 (Exhibit
4(e), September 30, 1995 Form 10-Q, |
|
|
|
|
|
File No. 1-3583). |
|
|
|
|
4(s)(45) |
July 14, 1995 (Exhibit
4(f), September 30, 1995 Form 10-Q, |
|
|
|
|
|
File No. 1-3583). |
|
|
|
|
4(s)(46) |
July 15, 1995 (Exhibit
4(g), September 30, 1995 Form 10-Q, |
|
|
|
|
|
File No. 1-3583). |
|
|
|
|
4(s)(47) |
August 1, 1997
(Exhibit 4b(47), 1998 Form 10-K, File No. 1-3583). |
|
|
|
|
4(s)(48) |
June 1, 1998 (Exhibit
4b (48), 1998 Form 10-K, File No. 1-3583). |
|
|
|
|
4(s)(49) |
January 15, 2000
(Exhibit 4b(49), 1999 Form 10-K, File No. 1-3583). |
|
|
|
|
4(s)(50) |
May 1, 2000 (Exhibit
4b(50), 2000 Form 10-K, File No. 1-3583). |
|
|
|
|
4(s)(51) |
September 1, 2000
(Exhibit 4b(51), 2002 Form 10-K, File No. 1-3583). |
|
|
|
|
4(s)(52) |
October 1, 2002
(Exhibit 4b(52), 2002 Form 10-K, File No. 1-3583). |
|
|
|
|
4(s)(53) |
April 1, 2003 (Exhibit
4b(53). |
|
|
|
|
4(s)(55) |
April 1, 2005 (Exhibit
4.1, June 2005 10-Q, File No. 1-3583). |
II-12
Exhibit |
|
|
|
|
Number |
|
Registrant(s) |
|
Description |
|
|
|
4(t)** |
|
JCP&L |
|
Senior Note Indenture,
dated as of July 1, 1999, between Jersey Central Power & Light |
|
|
|
|
Company and The
Bank of New York Mellon Trust Company, N.A., as successor trustee |
|
|
|
|
to United States
Trust Company of New York (incorporated by reference from |
|
|
|
|
Registration No.
333-78717, Exhibit 4-A). |
|
4(u)** |
|
JCP&L |
|
First Supplemental
Indenture, dated October 31, 2007, between Jersey Central Power & |
|
|
|
|
Light Company,
The Bank of New York, as resigning trustee, and The Bank of New |
|
|
|
|
York Trust Company,
N.A., as successor trustee (incorporated by reference from |
|
|
|
|
Registration No.
333-146968, Exhibit 4-2). |
|
4(v)** |
|
JCP&L |
|
Form of Debt Securities
(incorporated by reference from Exhibit 4(t)). |
|
4(w)** |
|
Met-Ed |
|
Indenture, dated
as of July 1, 1999 between Metropolitan Edison Company and The |
|
|
|
|
Bank of New York
Mellon, Trustee (incorporated by reference from SEC File No. 001- |
|
|
|
|
06047, Exhibit
C-154 to GPU, Inc.'s Annual Report on Form U5S for the year 1999). |
|
4(x)** |
|
Met-Ed |
|
Form of Debt Securities
(incorporated by reference from Exhibit 4(w)). |
|
4(y)** |
|
Penelec |
|
Senior Note Indenture
between Pennsylvania Electric Company and The Bank of New |
|
|
|
|
York Mellon, dated
as of April 1, 1999 (incorporated by reference from SEC File No. 1- |
3522, Exhibit
4-C-13, 1999 Annual Report on Form 10-K) |
|
4(z)** |
|
Penelec |
|
Supplemental Indenture
between Pennsylvania Electric Company and United States |
|
|
|
|
Trust Company of
New York, dated as of May 1, 2001 (incorporated by reference from |
|
|
|
|
SEC File No. 1-3522,
Exhibit 4-C-16, 2001 Annual Report on Form 10-K) |
|
4(aa)** |
|
Penelec |
|
Supplemental Indenture
No. 1 between Pennsylvania Electric Company and United |
|
|
|
|
States Trust Company
of New York, dated as of May 1, 2001 (incorporated by reference |
|
|
|
|
from SEC File No.
1-3522, Exhibit 4-C-17, 2001 Annual Report on Form 10-K) |
|
4(bb)** |
|
Penelec |
|
Form of Debt Securities
(incorporated by reference from Exhibit 4(y)). |
|
5(a) |
|
FirstEnergy |
|
Opinions of Wendy
L. Stark, Esq., Associate General Counsel of FirstEnergy Corp. |
|
|
OE |
|
|
|
|
CEI |
|
|
|
|
TE |
|
|
|
|
Met-Ed |
|
|
|
|
Penelec |
|
|
|
5(b) |
|
JCP&L |
|
Opinion of Thelen
LLP, Florham Park, New Jersey. |
|
5(c) |
|
FirstEnergy |
|
Opinions of Akin
Gump Strauss Hauer & Feld LLP, New York, New York. |
|
|
OE |
|
|
|
|
CEI |
|
|
|
|
TE |
|
|
|
|
JCP&L |
|
|
|
|
Met-Ed |
|
|
|
|
Penelec |
|
|
II-13
Exhibit |
|
|
|
|
Number |
|
Registrant(s) |
|
Description |
|
12(a)** |
|
FirstEnergy |
|
Statement of computation
of ratio of earnings to fixed charges (incorporated by reference |
|
|
OE |
|
from Exhibit 12,
Form 10-Q filed on August 7, 2008) |
|
|
Penelec |
|
|
|
12(b) |
|
CEI |
|
Statements of computation
of ratio of earnings to fixed charges. |
|
|
TE |
|
|
|
|
JCP&L |
|
|
|
|
Met-Ed |
|
|
|
15(a) |
|
FirstEnergy |
|
Letter from
PricewaterhouseCoopers LLP regarding unaudited interim financial |
|
|
|
|
information. |
|
15(b) |
|
OE |
|
Letter from
PricewaterhouseCoopers LLP regarding unaudited interim financial |
|
|
|
|
information. |
|
15(c) |
|
CEI |
|
Letter from
PricewaterhouseCoopers LLP regarding unaudited interim financial |
|
|
|
|
information. |
|
15(d) |
|
TE |
|
Letter from
PricewaterhouseCoopers LLP regarding unaudited interim financial |
|
|
|
|
information. |
|
15(e) |
|
JCP&L |
|
Letter from
PricewaterhouseCoopers LLP regarding unaudited interim financial |
|
|
|
|
information. |
|
15(f) |
|
Met-Ed |
|
Letter from
PricewaterhouseCoopers LLP regarding unaudited interim financial |
|
|
|
|
information. |
|
15(g) |
|
Penelec |
|
Letter from
PricewaterhouseCoopers LLP regarding unaudited interim financial |
|
|
|
|
information. |
|
23(a) |
|
FirstEnergy |
|
Consent of
PricewaterhouseCoopers LLP. |
|
23(b) |
|
OE |
|
Consent of
PricewaterhouseCoopers LLP. |
|
23(c) |
|
CEI |
|
Consent of
PricewaterhouseCoopers LLP. |
|
23(d) |
|
TE |
|
Consent of
PricewaterhouseCoopers LLP. |
|
23(e) |
|
JCP&L |
|
Consent of
PricewaterhouseCoopers LLP. |
|
23(f) |
|
Met-Ed |
|
Consent of
PricewaterhouseCoopers LLP. |
|
23(g) |
|
Penelec |
|
Consent of
PricewaterhouseCoopers LLP. |
|
23(h) |
|
FirstEnergy |
|
Consents
of Wendy L. Stark, Esq. (included in Exhibit 5(a)). |
|
|
OE |
|
|
|
|
CEI |
|
|
|
|
TE |
|
|
|
|
Met-Ed |
|
|
|
|
Penelec |
|
|
II-14
Exhibit |
|
|
|
|
Number |
|
Registrant(s) |
|
Description |
23(i) |
|
JCP&L |
|
Consent of Thelen
LLP, Florham Park, New Jersey (included
in Exhibit 5(b)). |
|
|
|
|
|
23(j) |
|
FirstEnergy |
|
Consents of Akin
Gump Strauss Hauer & Feld LLP, New York, New York (included in |
|
|
OE |
|
Exhibit 5(c)). |
|
|
CEI |
|
|
|
|
TE |
|
|
|
|
JCP&L |
|
|
|
|
Met-Ed |
|
|
|
|
Penelec |
|
|
|
|
|
|
|
24(a) |
|
FirstEnergy |
|
Powers of Attorney
(included on signature page). |
|
|
|
|
|
24(b) |
|
OE |
|
Powers of Attorney
(included on signature page). |
|
|
|
|
|
24(c) |
|
CEI |
|
Powers of Attorney
(included on signature page). |
|
|
|
|
|
24(d) |
|
TE |
|
Powers of Attorney
(included on signature page). |
|
|
|
|
|
24(e) |
|
JCP&L |
|
Powers of Attorney
(included on signature page). |
|
|
|
|
|
24(f) |
|
Met-Ed |
|
Powers of Attorney
(included on signature page). |
|
|
|
|
|
24(g) |
|
Penelec |
|
Powers of Attorney
(included on signature page). |
|
|
|
|
|
25(a) |
|
FirstEnergy |
|
Form of T-1 Statement
of Eligibility, dated as of September 18, 2008, between First Energy
Corp. and The Bank of New York Mellon, as Trustee. |
|
|
|
|
|
25(b) |
|
OE |
|
Form of T-1 Statement
of Eligibility, dated as of September 18 2008, between Ohio Edison and
The Bank of New York Mellon, as Trustee. |
|
|
|
|
|
25(c) |
|
OE |
|
Form of T-1 Statement
of Eligibility for Senior Secured Debt Securities, dated as of September
18, 2008, between Ohio Edison Company and The Bank of New York Mellon,
as Trustee. |
|
|
|
|
|
25(d) |
|
CEI |
|
Form of T-1 Statement
of Eligibility, dated as of September 18, 2008, between The Cleveland
Electric Illuminating Company and The Bank of New York Mellon Trust Company,
N.A., as Trustee. |
|
|
|
|
|
25(e) |
|
CEI |
|
Form of T-1 Statement
of Eligibility for Senior Secured Debt Securities dated as of September
18, 2008, between The Cleveland Electric Illuminating Company and JPMorgan,
Chase Bank N.A., as Trustee. |
|
|
|
|
|
25(f) |
|
TE |
|
Form of T-1 Statement
of Eligibility, dated as of September 18, 2008, between The Toledo Edison
Company and The Bank of New York Mellon Trust Company, N.A., as Trustee. |
|
|
|
|
|
25(g) |
|
TE |
|
Form of T-1 Statement
of Eligibility for Senior Secured Debt Securities, dated as of September
18, 2008, between The Toledo Edison Company and JPMorgan Chase Bank N.A.,
as Trustee. |
|
|
|
|
|
25(h) |
|
JCP&L |
|
Form of T-1 Statement
of Eligibility, dated as of September 18, 2008, between Jersey Central
Power & Light Company and The Bank of New York Mellon Trust Company,
N.A., as Trustee. |
|
|
|
|
|
25(i) |
|
Met-Ed |
|
Form of T-1 Statement
of Eligibility, dated as of September 18, 2008, between Metropolitan
Edison Company and The Bank of New York Mellon, as Trustee. |
|
|
|
|
|
25(j) |
|
Penelec |
|
Form of T-1 Statement
of Eligibility, dated as of September 18, 2008, between Pennsylvania
Electric Company and The Bank of New York Mellon, as Trustee. |
_________ |
* |
To be filed by amendment or as an exhibit to a document to be incorporated by reference herein in connection with the issuance of securities. |
|
II-15
** |
Incorporated
by reference herein as indicated. |
|
|
Item 17. Undertakings
Each of the undersigned registrants hereby undertakes:
(a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)
to reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than 20 percent change in the maximum aggregate offering price set forth
in the Calculation of Registration Fee table in the effective registration
statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (i), (ii) and (ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports
filed with or furnished to the Commission by such registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus
filed pursuant to Rule 424(b) that is part of the registration statement.
(b) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(d) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(A) Each prospectus filed
by a registrant pursuant to Rule 424(b )(3) shall be deemed to be part of the
registration statement as of the date the filed prospectus was deemed par of
and included in the registration statement; and
(B)
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7)
as par of a registration statement in reliance on Rule 430B relating to an offering
made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing
the information required by Section 10(a) of the Securities Act of 1933 shall
be deemed to be par of and included in the registration statement as of the earlier
of the date
II-16
such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of an issuer
and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is
part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such effective date.
(e) That, for the purpose of determining liability of such registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, each undersigned
registrant undertakes that in a primary offering of securities of an undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or
sold to such purchaser by means of any of the following communications, such undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of an undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of an undersigned registrant or used or referred to by an undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about an undersigned registrant or its securities provided by or on behalf of an
undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by an undersigned registrant to the purchaser.
(f) That, for purposes of determining any liability under the Securities Act of 1933, each filing of such registrants annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plans annual report pursuant to Section 15( d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(g) To file an application for the purpose of determining the eligibility of any trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and
regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of each registrant pursuant to the foregoing
provisions, or otherwise, each registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than the payment by a registrant of expenses incurred or paid by a director, officer or controlling person of a registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, that registrant will, unless in the opinion of its counsel the has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
II-17
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and
has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Akron, State of Ohio, on the 19th day
of September, 2008.
|
FIRSTENERGY
CORP. |
|
|
|
|
By: |
/s/ Rhonda S. Ferguson |
|
|
Rhonda S. Ferguson |
|
|
Corporate Secretary |
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the individuals whose signatures appear below constitute and appoint A. J. Alexander, L. L. Vespoli, R.S. Ferguson and L. F. Torres, and each of them, his or
her true and lawful attorney-in-fact and agents with full and several power of substitution, for him or her and his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and
authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated:
Signature |
|
Title |
|
Date
|
|
/s/ George M. Smart |
|
Chairman of the Board |
|
September 19, 2008
|
George M. Smart |
|
|
|
|
|
/s/ Anthony J. Alexander |
|
President and Chief Executive |
|
September 19, 2008
|
Anthony J. Alexander |
|
Officer and Director (Principal |
|
|
|
|
Executive Officer) |
|
|
|
/s/ Richard H. Marsh |
|
Senior Vice President and Chief |
|
September 19, 2008
|
Richard H. Marsh |
|
Financial Officer (Principal Financial |
|
|
|
|
Officer) |
|
|
|
/s/ Harvey L. Wagner |
|
Vice President, Controller and Chief |
|
September 19, 2008
|
Harvey L. Wagner |
|
Accounting Officer (Principal |
|
|
|
|
Accounting Officer) |
|
|
|
/s/ Paul T. Addison |
|
Director |
|
September 19, 2008
|
Paul T. Addison |
|
|
|
|
|
/s/ Ernest J. Novak, Jr. |
|
Director |
|
September 19, 2008
|
Ernest J. Novak, Jr. |
|
|
|
|
S-1
/s/ Michael J. Anderson |
|
Director |
|
September 19, 2008 |
Michael J. Anderson |
|
|
|
|
|
/s/ Catherine A. Rein |
|
Director |
|
September 19, 2008 |
Catherine A. Rein |
|
|
|
|
|
/s/ Carol A. Cartwright |
|
Director |
|
September 19, 2008 |
Carol A. Cartwright |
|
|
|
|
|
/s/ William T. Cottle |
|
Director |
|
September 19, 2008 |
William T. Cottle |
|
|
|
|
|
/s/ Wes M. Taylor |
|
Director |
|
September 19, 2008 |
Wes M. Taylor |
|
|
|
|
|
/s/ Robert B. Heisler, Jr. |
|
Director |
|
September 19, 2008 |
Robert B. Heisler, Jr. |
|
|
|
|
|
/s/ Jesse T. Williams, Sr. |
|
Director |
|
September 19, 2008 |
Jesse T. Williams, Sr. |
|
|
|
|
S-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that the security rating requirement will be met by the time of
sale and that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Akron, State of Ohio, on the
19th day of September, 2008.
|
OHIO EDISON
COMPANY |
|
|
|
|
By: |
/s/ Richard R. Grigg |
|
|
Richard R. Grigg |
|
|
President |
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the individuals whose signatures appear below constitute and appoint Richard R. Grigg, L. L. Vespoli, R.S. Ferguson and L. F. Torres, and each of them, his or
her true and lawful attorney-in-fact and agents with full and several power of substitution, for him or her and his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and
authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated:
Signature |
|
Title |
|
Date
|
|
/s/ Anthony J. Alexander |
|
Director |
|
September 19, 2008
|
Anthony J. Alexander |
|
|
|
|
|
/s/ Richard R. Grigg |
|
President and Director (Principal |
|
September 19, 2008
|
Richard R. Grigg |
|
Executive Officer) |
|
|
|
/s/ Richard H. Marsh |
|
Senior Vice President and Chief |
|
September 19, 2008
|
Richard H. Marsh |
|
Financial Officer and Director |
|
|
|
|
(Principal Financial Officer) |
|
|
|
/s/ Harvey L. Wagner |
|
Vice President and Controller |
|
September 19, 2008
|
Harvey L. Wagner |
|
(Principal Accounting Officer) |
|
|
S-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that the security rating requirement will be met by the time of
sale and that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Akron, State of Ohio, on the
19th day of September, 2008.
|
THE CLEVELAND
ELECTRIC ILLUMINATING
COMPANY |
|
|
|
|
By: |
/s/ Richard R. Grigg |
|
|
Richard R. Grigg |
|
|
President |
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the individuals whose signatures appear below constitute and appoint Richard R. Grigg, L. L. Vespoli, R.S. Ferguson and L. F. Torres, and each of them, his or
her true and lawful attorney-in-fact and agents with full and several power of substitution, for him or her and his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and
authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated:
Signature |
|
Title |
|
Date
|
|
/s/ Anthony J. Alexander |
|
Director |
|
September 19, 2008 |
Anthony J. Alexander |
|
|
|
|
|
/s/ Richard R. Grigg |
|
President and Director (Principal |
|
September 19, 2008
|
Richard R. Grigg |
|
Executive Officer) |
|
|
|
/s/ Richard H. Marsh |
|
Senior Vice President and Chief |
|
September 19, 2008
|
Richard H. Marsh |
|
Financial Officer and Director |
|
|
|
|
(Principal Financial Officer) |
|
|
|
/s/ Harvey L. Wagner |
|
Vice President and Controller |
|
September 19, 2008
|
Harvey L. Wagner |
|
(Principal Accounting Officer) |
|
|
S-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that the security rating requirement will be met by the time of
sale and that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Akron, State of Ohio, on the
19th day of September, 2008.
|
THE TOLEDO EDISON
COMPANY |
|
|
|
|
By: |
/s/ Richard R. Grigg |
|
|
Richard R. Grigg |
|
|
President |
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the individuals whose signatures appear below constitute and appoint Richard R. Grigg, L. L. Vespoli, R.S. Ferguson and L. F. Torres, and each of them, his or
her true and lawful attorney-in-fact and agents with full and several power of substitution, for him or her and his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and
authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated:
Signature
|
|
Title |
|
Date
|
|
/s/ Anthony J. Alexander |
|
Director |
|
September 19, 2008 |
Anthony J. Alexander
|
|
|
|
|
|
/s/ Richard R. Grigg
|
|
President and Director (Principal |
|
September 19, 2008
|
Richard R. Grigg
|
|
Executive Officer) |
|
|
|
/s/ Richard H. Marsh
|
|
Senior Vice President and Chief |
|
September 19, 2008
|
Richard H. Marsh
|
|
Financial Officer and Director |
|
|
|
|
(Principal Financial Officer) |
|
|
|
/s/ Harvey L. Wagner
|
|
Vice President and Controller |
|
September 19, 2008
|
Harvey L. Wagner
|
|
(Principal Accounting Officer) |
|
|
S-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that the security rating requirement will be met by the time of
sale and that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Akron, State of Ohio, on the
19th day of September, 2008.
|
JERSEY CENTRAL
POWER & LIGHT COMPANY |
|
|
|
|
By: |
/s/ Stephen E. Morgan |
|
|
Stephen E. Morgan |
|
|
President |
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the individuals whose signatures appear below constitute and appoint Stephen E. Morgan, L. L. Vespoli, R.S. Ferguson and L. F. Torres, and each of them, his or
her true and lawful attorney-in-fact and agents with full and several power of substitution, for him or her and his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and
authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated:
Signature
|
|
Title |
|
Date
|
|
/s/ Stephen E. Morgan |
|
President and Director (Principal |
|
September 19, 2008 |
Stephen E. Morgan
|
|
Executive Officer) |
|
|
|
/s/ Paulette R. Chatman
|
|
Controller (Principal Financial and |
|
September 19, 2008
|
Paulette R. Chatman
|
|
Accounting Officer) |
|
|
|
/s/ Mark A. Julian
|
|
Director |
|
September 19, 2008
|
Mark A. Julian
|
|
|
|
|
|
/s/ Gelorma E. Persson
|
|
Director |
|
September 19, 2008
|
Gelorma E. Persson
|
|
|
|
|
|
/s/ Donald R. Schneider
|
|
Director |
|
September 19, 2008
|
Donald R. Schneider
|
|
|
|
|
|
/s/ Jesse T. Williams, Sr.
|
|
Director |
|
September 19, 2008
|
Jesse T. Williams, Sr.
|
|
|
|
|
S-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that the security rating requirement will be met by the time of
sale and that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Akron, State of Ohio, on the
19th day of September, 2008.
|
METROPOLITAN
EDISON COMPANY |
|
|
|
|
By: |
/s/ Richard R. Grigg |
|
|
Richard R. Grigg |
|
|
President |
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the individuals whose signatures appear below constitute and appoint Richard R. Grigg, L. L. Vespoli, R.S. Ferguson and L. F. Torres, and each of them, his or
her true and lawful attorney-in-fact and agents with full and several power of substitution, for him or her and his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and
authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated:
Signature |
|
Title |
|
Date
|
|
/s/ Richard R. Grigg |
|
President and Director (Principal |
|
September 19, 2008 |
Richard R. Grigg |
|
Executive Officer) |
|
|
|
/s/ Ronald P. Lantzy |
|
Regional President and Director |
|
September 19, 2008
|
Ronald P. Lantzy |
|
|
|
|
|
/s/ Richard H. Marsh |
|
Senior Vice President and Chief |
|
September 19, 2008
|
Richard H. Marsh |
|
Financial Officer (Principal Financial |
|
|
|
|
Officer) |
|
|
|
/s/ Harvey L. Wagner |
|
Vice President and Controller |
|
September 19, 2008
|
Harvey L. Wagner |
|
(Principal Accounting Officer) |
|
|
|
/s/ Randy Scilla |
|
Assistant Treasurer and Director |
|
September 19, 2008
|
Randy Scilla |
|
|
|
|
S-7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that the security rating requirement will be met by the time of
sale and that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Akron, State of Ohio, on the
19th day of September, 2008.
|
PENNSYLVANIA
ELECTRIC COMPANY |
|
|
|
|
By: |
/s/ Richard R. Grigg |
|
|
Richard R. Grigg |
|
|
President |
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the individuals whose signatures appear below constitute and appoint Richard R. Grigg, L. L. Vespoli, R.S. Ferguson and L. F. Torres, and each of them, his or
her true and lawful attorney-in-fact and agents with full and several power of substitution, for him or her and his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and
authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated:
Signature
|
|
Title |
|
Date
|
|
/s/ Richard R. Grigg |
|
President and Director (Principal |
|
September 19, 2008 |
Richard R. Grigg
|
|
Executive Officer) |
|
|
|
/s/ James R. Napier, Jr.
|
|
Regional President and Director |
|
September 19, 2008
|
James R. Napier, Jr.
|
|
|
|
|
|
/s/ Richard H. Marsh
|
|
Senior Vice President and Chief |
|
September 19, 2008
|
Richard H. Marsh
|
|
Financial Officer (Principal Financial |
|
|
|
|
Officer) |
|
|
|
/s/ Harvey L. Wagner
|
|
Vice President and Controller |
|
September 19, 2008
|
Harvey L. Wagner
|
|
(Principal Accounting Officer) |
|
|
|
/s/ Randy Scilla
|
|
Assistant Treasurer and Director |
|
September 19, 2008
|
Randy Scilla
|
|
|
|
|
S-8
EXHIBIT
INDEX
Exhibit |
|
|
|
|
Number |
|
Registrant(s) |
|
Description |
1* |
|
FirstEnergy |
|
Form of Underwriting
Agreement. |
|
|
OE |
|
|
|
|
CEI |
|
|
|
|
TE |
|
|
|
|
JCP&L |
|
|
|
|
Met-Ed |
|
|
|
|
Penelec |
|
|
|
|
|
|
|
4(a)** |
|
FirstEnergy |
|
Form of Common
Stock Certificate (incorporated by reference from Registration No. |
|
|
|
|
333-40063, Exhibit
4(c), filed November 24, 1997). |
|
|
|
|
|
4(b)** |
|
FirstEnergy |
|
Form of Unsecured
Debt Securities (incorporated by reference from Exhibit 4(c)). |
|
|
|
|
|
4(c)** |
|
FirstEnergy |
|
Indenture, dated
as of November 15, 2001, between FirstEnergy Corp. and The Bank of |
|
|
|
|
New York Mellon,
as Trustee (incorporated by reference from Registration No. 333- |
|
|
|
|
69856, Exhibit
4(a)). |
|
|
|
|
|
4(d)* |
|
FirstEnergy |
|
Form of Purchase
Contract Agreement. |
|
|
|
|
|
4(e)* |
|
FirstEnergy |
|
Form of Certificate
of Designation for Preferred Stock. |
|
|
|
|
|
4(f)* |
|
FirstEnergy |
|
Form of Preferred
Stock Certificate. |
|
|
|
|
|
4(g)* |
|
FirstEnergy |
|
Form of Equity
Warrant Agreement. |
|
|
|
|
|
4(h)* |
|
FirstEnergy |
|
Form of Equity
Warrant. |
|
|
|
|
|
4(i)* |
|
FirstEnergy |
|
Form of Debt Warrant
Agreement. |
|
|
|
|
|
4(j)* |
|
FirstEnergy |
|
Form of Debt Warrant. |
|
|
|
|
|
4(k)** |
|
OE |
|
Indenture, dated
as of April 1, 2003, by and between Ohio Edison Company and The |
|
|
|
|
Bank of New York
Mellon, as Trustee (Incorporated by reference from Registration |
II-1
Exhibit |
|
|
|
|
|
|
|
Number |
|
Registrant(s) |
|
Description |
|
|
|
|
|
No. 333-111311,
Exhibit 4(a)). |
|
|
4(l)** |
|
OE |
|
Form of Debt Securities
(incorporated by reference from Exhibit 4(k)). |
|
4(m)** |
|
OE |
|
General Mortgage
Indenture and Deed of Trust dated as of January 1, 1998 between |
|
|
|
|
Ohio Edison Company
and The Bank of New York Mellon, as Trustee, as amended and |
|
|
|
|
supplemented by
Supplemental Indentures (incorporated by reference from Registration |
|
|
|
|
No. 333-05277,
Exhibit 4(g)). |
|
|
|
|
|
|
February 1, 2003 |
1-2578 |
4-2 |
|
|
|
|
|
March 1, 2003 |
1-2578 |
4-2 |
|
|
|
|
|
August 1, 2003 |
1-2578 |
4-2 |
|
|
|
|
|
June 1, 2004 |
1-2578 |
4-2 |
|
|
|
|
|
June 1, 2004 |
1-2578 |
4-2 |
|
|
|
|
|
December 1, 2004 |
1-2578 |
4-2 |
|
|
|
|
|
April 1, 2005 |
1-2578 |
4-2 |
|
|
|
|
|
April 15, 2005 |
1-2578 |
4-2 |
|
|
|
|
|
June 1, 2005 |
1-2578 |
4-2 |
|
|
4(n)** |
|
CEI |
|
Indenture, dated
as of December 1, 2003, between The Cleveland Electric Illuminating |
|
|
|
|
Company and The
Bank of New York Mellon Trust Company, N.A., as Trustee |
|
|
|
|
(incorporated by
reference from 2003 Form 10-K, Exhibit 4-8). |
|
4(o)** |
|
CEI |
|
Form of Debt Securities
(incorporated by reference from Exhibit 4(n)). |
|
4(p)**
|
|
CEI |
|
Mortgage and Deed
of Trust between The Cleveland Electric Illuminating Company and |
|
|
|
|
JPMorgan Chase
Bank, N.A., as Trustee, dated July 1, 1940 (Exhibit 7(a), File No. 2- |
|
|
|
|
4450). |
|
|
|
|
|
Supplemental Indentures
between The Cleveland Electric Illuminating Company and the |
|
|
|
|
Trustee, supplemental
to Exhibit 4(p), dated as follows: |
|
|
|
|
|
4p(1) |
July 1, 1940 (Exhibit
7(b), File No. 2-4450). |
|
|
|
|
4p(2) |
August 18, 1944
(Exhibit 4(c), File No. 2-9887). |
|
|
|
|
4p(3) |
December 1, 1947
(Exhibit 7(d), File No. 2-7306). |
|
|
|
|
4p(4) |
September 1, 1950
(Exhibit 7(c), File No. 2-8587). |
|
|
|
|
4p(5) |
June 1, 1951 (Exhibit
7(f), File No. 2-8994). |
|
|
|
|
4p(6) |
May 1, 1954 (Exhibit
4(d), File No. 2-10830). |
|
|
|
|
4p(7) |
March 1, 1958 (Exhibit
2(a)(4), File No. 2-13839). |
|
|
|
|
4p(8) |
April 1, 1959 (Exhibit
2(a)(4), File No. 2-14753). |
|
|
|
|
4p(9) |
December 20, 1967
(Exhibit 2(a)(4), File No. 2-30759). |
|
|
|
|
4p(10) |
January 15, 1969
(Exhibit 2(a)(5), File No. 2-30759). |
|
|
|
|
4p(11) |
November 1, 1969
(Exhibit 2(a)(4), File No. 2-35008). |
|
|
|
|
4p(12) |
June 1, 1970 (Exhibit
2(a)(4), File No. 2-37235). |
|
|
|
|
4p(13) |
November 15, 1970
(Exhibit 2(a)(4), File No. 2-38460). |
|
|
|
|
4p(14) |
May 1, 1974 (Exhibit
2(a)(4), File No. 2-50537). |
|
|
|
|
4p(15) |
April 15, 1975
(Exhibit 2(a)(4), File No. 2-52995). |
|
|
|
|
4p(16) |
April 16, 1975
(Exhibit 2(a)(4), File No. 2-53309). |
|
|
|
|
4p(17) |
May 28, 1975 (Exhibit
2(c), June 5, 1975 Form 8-A, File No. 1-2323). |
|
|
|
|
4p(18) |
February 1, 1976
(Exhibit 3(d)(6), 1975 Form 10 K, File No. 1-2323). |
|
|
|
|
4p(19) |
November 23, 1976
(Exhibit 2(a)(4), File No. 2-57375). |
|
|
|
|
4p(20) |
July 26, 1977 (Exhibit
2(a)(4), File No. 2-59401). |
|
|
|
|
4p(21) |
September 7, 1977
(Exhibit 2(a)(5), File No. 2-67221). |
S-2
Exhibit |
|
|
|
|
|
Number |
|
Registrant(s) |
|
Description |
|
|
|
|
|
4p(22) |
May 1, 1978 (Exhibit
2(b), June 30, 1978 Form 10-Q, File No. 1-2323). |
|
|
|
|
4p(23) |
September 1, 1979
(Exhibit 2(a), September 30, 1979 Form 10-Q, |
|
|
|
|
|
File No. 1-2323). |
|
|
|
|
4p(24) |
April 1, 1980 (Exhibit
4(a)(2), September 30, 1980 Form 10-Q, |
|
|
|
|
|
File No. 1-2323). |
|
|
|
|
4p(25) |
April 15, 1980
(Exhibit 4(b), September 30, 1980 Form 10-Q, |
|
|
|
|
|
File No. 1-2323). |
|
|
|
|
4p(26) |
May 28, 1980 (Exhibit
2(a)(4), Amendment No. 1, File No. 2-67221). |
|
|
|
|
4p(27) |
June 9, 1980 (Exhibit
4(d), September 30, 1980 Form 10-Q, File No. 1- |
|
|
|
|
|
2323). |
|
|
|
|
4p(28) |
December 1, 1980
(Exhibit 4(b)(29), 1980 Form 10-K, File No. 1-2323). |
|
|
|
|
4p(29) |
July 28, 1981 (Exhibit
4(a), September 30, 1981, Form 10-Q, |
|
|
|
|
|
File No. 1-2323). |
|
|
|
|
4p(30) |
August 1, 1981
(Exhibit 4(b), September 30, 1981, Form 10-Q, |
|
|
|
|
|
File No. 1-2323). |
|
|
|
|
4p(31) |
March 1, 1982 (Exhibit
4(b)(3), Amendment No. 1, File No. 2-76029). |
|
|
|
|
4p(32) |
July 15, 1982 (Exhibit
4(a), September 30, 1982 Form 10-Q, File No. 1- |
|
|
|
|
|
2323). |
|
|
|
|
4p(33) |
September 1, 1982
(Exhibit 4(a)(1), September 30, 1982 Form 10-Q, |
|
|
|
|
|
File No. 1-2323). |
|
|
|
|
4p(34) |
November 1, 1982
(Exhibit (a)(2), September 30, 1982 Form 10-Q, |
|
|
|
|
|
File No. 1-2323). |
|
|
|
|
4p(35) |
November 15, 1982
(Exhibit 4(b)(36), 1982 Form 10-K, File No. 1-2323). |
|
|
|
|
4p(36) |
May 24, 1983 (Exhibit
4(a), June 30, 1983 Form 10-Q, File No. 1-2323). |
|
|
|
|
4p(37) |
May 1, 1984 (Exhibit
4, June 30, 1984 Form 10-Q, File No. 1-2323). |
|
|
|
|
4p(38) |
May 23, 1984 (Exhibit
4, May 22, 1984 Form 8-K, File No. 1-2323). |
|
|
|
|
4p(39) |
June 27, 1984 (Exhibit
4, June 11, 1984 Form 8-K, File No. 1-2323). |
|
|
|
|
4p(40) |
September 4, 1984
(Exhibit 4b(41), 1984 Form 10-K, File No. 1-2323). |
|
|
|
|
4p(41) |
November 14, 1984
(Exhibit 4b(42), 1984 Form 10 K, File No. 1-2323). |
|
|
|
|
4p(42) |
November 15, 1984
(Exhibit 4b(43), 1984 Form 10-K, File No. 1-2323). |
|
|
|
|
4p(43) |
April 15, 1985
(Exhibit 4(a), May 8, 1985 Form 8-K, File No. 1-2323). |
|
|
|
|
4p(44) |
May 28, 1985 (Exhibit
4(b), May 8, 1985 Form 8-K, File No. 1-2323). |
|
|
|
|
4p(45) |
August 1, 1985
(Exhibit 4, September 30, 1985 Form 10-Q, File No. 1- |
|
|
|
|
|
2323). |
|
|
|
|
4p(46) |
September 1, 1985
(Exhibit 4, September 30, 1985 Form 8-K, |
|
|
|
|
|
File No. 1-2323). |
|
|
|
|
4p(47) |
November 1, 1985
(Exhibit 4, January 31, 1986 Form 8-K, File No. 1-2323). |
|
|
|
|
4p(48) |
April 15, 1986
(Exhibit 4, March 31, 1986 Form 10-Q, File No. 1-2323). |
|
|
|
|
4p(49) |
May 14, 1986 (Exhibit
4(a), June 30, 1986 Form 10-Q, File No. 1-2323). |
|
|
|
|
4p(50) |
May 15, 1986 (Exhibit
4(b), June 30, 1986 Form 10-Q, File No. 1-2323). |
|
|
|
|
4p(51) |
February 25, 1987
(Exhibit 4b(52), 1986 Form 10-K, File No. 1-2323). |
|
|
|
|
4p(52) |
October 15, 1987
(Exhibit 4, September 30, 1987 Form 10-Q, |
|
|
|
|
|
File No. 1-2323). |
|
|
|
|
4p(53) |
February 24, 1988
(Exhibit 4b(54), 1987 Form 10-K, File No. 1-2323). |
|
|
|
|
4p(54) |
September 15, 1988
(Exhibit 4b(55), 1988 Form 10-K, File No. 1-2323). |
|
|
|
|
4p(55) |
May 15, 1989 (Exhibit
4(a)(2)(i), File No. 33-32724). |
|
|
|
|
4p(56) |
June 13, 1989 (Exhibit
4(a)(2)(ii), File No. 33-32724). |
|
|
|
|
4p(57) |
October 15, 1989
(Exhibit 4(a)(2)(iii), File No. 33-32724). |
|
|
|
|
4p(58) |
January 1, 1990
(Exhibit 4b(59), 1989 Form 10-K, File No. 1-2323). |
|
|
|
|
4p(59) |
June 1, 1990 (Exhibit
4(a). September 30, 1990 Form 10-Q, File No. 1- |
|
|
|
|
|
2323). |
|
|
|
|
4p(60) |
August 1, 1990
(Exhibit 4(b), September 30, 1990 Form 10-Q, |
|
|
|
|
|
File No. 1-2323). |
S-3
Exhibit |
|
|
|
|
|
Number |
|
Registrant(s) |
|
Description |
|
|
|
|
|
4p(61) |
May 1, 1991 (Exhibit
4(a), June 30, 1991 Form 10-Q, File No. 1-2323). |
|
|
|
|
4p(62) |
May 1, 1992 (Exhibit
4(a)(3), File No. 33-48845). |
|
|
|
|
4p(63) |
July 31, 1992 (Exhibit
4(a)(3), File No. 33-57292). |
|
|
|
|
4p(64) |
January 1, 1993
(Exhibit 4b(65), 1992 Form 10-K, File No. 1-2323). |
|
|
|
|
4p(65) |
February 1, 1993
(Exhibit 4b(66), 1992 Form 10-K, File No. 1-2323). |
|
|
|
|
4p(66) |
May 20, 1993 (Exhibit
4(a), July 14, 1993 Form 8-K, File No. 1-2323). |
|
|
|
|
4p(67) |
June 1, 1993 (Exhibit
4(b), July 14, 1993 Form 8-K, File No. 1-2323). |
|
|
|
|
4p(68) |
September 15, 1994
(Exhibit 4(a), September 30, 1994 Form 10-Q, |
|
|
|
|
|
File No. 1-2323). |
|
|
|
|
4p(69) |
May 1, 1995 (Exhibit
4(a), September 30, 1995 Form 10-Q, File No. 1- |
|
|
|
|
|
2323). |
|
|
|
|
4p(70) |
May 2, 1995 (Exhibit
4(b), September 30, 1995 Form 10-Q, File No. 1- |
|
|
|
|
|
2323). |
|
|
|
|
4p(71) |
June 1, 1995 (Exhibit
4(c), September 30, 1995 Form 10-Q, File No. 1- |
|
|
|
|
|
2323). |
|
|
|
|
4p(72) |
July 15, 1995 (Exhibit
4b(73), 1995 Form 10-K, File No. 1-2323). |
|
|
|
|
4p(73) |
August 1, 1995
(Exhibit 4b(74), 1995 Form 10-K, File No. 1-2323). |
|
|
|
|
4p(74) |
June 15, 1997 (Exhibit
4(a), Form S-4 File No. 333-35931, |
|
|
|
|
|
filed by Cleveland
Electric and Toledo Edison). |
|
|
|
|
4p(75) |
October 15, 1997
(Exhibit 4(a), Form S-4 File No. 333-47651, |
|
|
|
|
|
filed by Cleveland
Electric). |
|
|
|
|
4p(76) |
June 1, 1998 (Exhibit
4b(77), Form S-4 File No. 333-72891). |
|
|
|
|
4p(77) |
October 1, 1998
(Exhibit 4b(78), Form S-4 File No. 333-72891). |
|
|
|
|
4p(78) |
October 1, 1998
(Exhibit 4b(79), Form S-4 File No. 333-72891). |
|
|
|
|
4p(79) |
February 24, 1999
(Exhibit 4b(80), Form S-4 File No. 333-72891). |
|
|
|
|
4p(80) |
September 29, 1999.
(Exhibit 4b(81), 1999 Form 10-K, File No. 1-2323). |
|
|
|
|
4p(81) |
January 15, 2000.
(Exhibit 4b(82), 1999 Form 10-K, File No. 1-2323). |
|
|
|
|
4p(82) |
May 15, 2002 (Exhibit
4b(83), 2002 Form 10-K, File No. 1-2323). |
|
|
|
|
4p(83) |
October 1, 2002
(Exhibit 4b(84), 2002 Form 10-K, File No. 1-2323). |
|
|
|
|
4p(84) |
Supplemental Indenture
dated as of September 1, 2004 (Exhibit 4-1(85), |
|
|
|
|
|
September 2004
10-Q, File No. 1-2323). |
|
|
|
|
4p(85) |
Supplemental Indenture
dated as of October 1, 2004 (Exhibit 4-1(86), |
|
|
|
|
|
September 2004
10-Q, File No. 1-2323). |
|
|
|
|
4p(86) |
Supplemental Indenture
dated as of April 1, 2005 (Exhibit 4.1, |
|
|
|
|
|
June 2005 10-Q, File No. 1-2323) |
|
|
|
|
4p(87) |
Supplemental Indenture
dated as of July 1, 2005 (Exhibit 4.2, |
|
|
|
|
|
June 2005 10-Q, File No. 1-2323) |
|
4(q)** |
|
TE |
|
Form of Indenture,
dated as of November 1, 2006, between The Toledo Edison Company |
|
|
|
|
and The Bank of
New York Mellon Trust Company, N.A., as Trustee (incorporated by |
|
|
|
|
reference from Registration
No. 333-138065, Exhibit 4-A). |
|
4(r)** |
|
TE |
|
Form of Debt Securities
(incorporated by reference from Exhibit 4(q)). |
|
4(s)** |
|
TE |
|
Indenture, dated
as of April 1, 1947, between The Toledo Edison Company and |
|
|
|
|
JPMorgan Chase
Bank, N.A. (Exhibit 2(b), File No. 2-26908). |
|
|
|
|
|
4(s)(1) |
September
1, 1948 (Exhibit 2(d), File No. 2-26908). |
|
|
|
|
4(s)(2) |
April
1, 1949 (Exhibit 2(e), File No. 2-26908). |
|
|
|
|
4(s)(4) |
December
1, 1950 (Exhibit 2(f), File No. 2-26908). |
|
|
|
|
4(s)(5) |
March
1, 1954 (Exhibit 2(g), File No. 2-26908). |
|
|
|
|
4(s)(6) |
February
1, 1956 (Exhibit 2(h), File No. 2-26908). |
|
|
|
|
4(s)(7) |
May
1, 1958 (Exhibit 5(g), File No. 2-59794). |
S-4
Exhibit |
|
|
|
|
|
Number |
|
Registrant(s) |
|
Description |
|
|
|
|
|
4(s)(8) |
August 1, 1967
(Exhibit 2(c), File No. 2-26908). |
|
|
|
|
4(s)(9) |
November 1, 1970
(Exhibit 2(c), File No. 2-38569). |
|
|
|
|
4(s)(10) |
August 1, 1972
(Exhibit 2(c), File No. 2-44873). |
|
|
|
|
4(s)(11) |
November 1, 1973
(Exhibit 2(c), File No. 2-49428). |
|
|
|
|
4(s)(12) |
July 1, 1974 (Exhibit
2(c), File No. 2-51429). |
|
|
|
|
4(s)(13) |
October 1, 1975
(Exhibit 2(c), File No. 2-54627). |
|
|
|
|
4(s)(14) |
June 1, 1976 (Exhibit
2(c), File No. 2-56396). |
|
|
|
|
4(s)(15) |
October 1, 1978
(Exhibit 2(c), File No. 2-62568). |
|
|
|
|
4(s)(16) |
September 1, 1979
(Exhibit 2(c), File No. 2-65350). |
|
|
|
|
4(s)(17) |
September 1, 1980
(Exhibit 4(s), File No. 2-69190). |
|
|
|
|
4(s)(18) |
October 1, 1980
(Exhibit 4(c), File No. 2-69190). |
|
|
|
|
4(s)(19) |
April 1, 1981 (Exhibit
4(c), File No. 2-71580). |
|
|
|
|
4(s)(20) |
November 1, 1981
(Exhibit 4(c), File No. 2-74485). |
|
|
|
|
4(s)(21) |
June 1, 1982 (Exhibit
4(c), File No. 2-77763). |
|
|
|
|
4(s)(22) |
September 1, 1982
(Exhibit 4(x), File No. 2-87323). |
|
|
|
|
4(s)(23) |
April 1, 1983 (Exhibit
4(c), March 31, 1983, Form 10-Q, File No. 1-3583). |
|
|
|
|
4(s)(24) |
December 1, 1983
(Exhibit 4(x), 1983 Form 10-K, File No. 1-3583). |
|
|
|
|
4(s)(25) |
April 1, 1984 (Exhibit
4(c), File No. 2-90059). |
|
|
|
|
4(s)(26) |
October 15, 1984
(Exhibit 4(z), 1984 Form 10-K, File No. 1-3583). |
|
|
|
|
4(s)(27) |
October 15, 1984
(Exhibit 4(aa), 1984 Form 10-K, File No. 1-3583). |
|
|
|
|
4(s)(28) |
August 1, 1985
(Exhibit 4(dd), File No. 33-1689). |
|
|
|
|
4(s)(29) |
August 1, 1985
(Exhibit 4(ee), File No. 33-1689). |
|
|
|
|
4(s)(30) |
December 1, 1985
(Exhibit 4(c), File No. 33-1689). |
|
|
|
|
4(s)(31) |
March 1, 1986 (Exhibit
4b(31), 1986 Form 10-K, File No. 1-3583). |
|
|
|
|
4(s)(32) |
October 15, 1987
(Exhibit 4, September 30, 1987 Form 10-Q, |
|
|
|
|
|
File No. 1-3583). |
|
|
|
|
4(s)(33) |
September 15, 1988
(Exhibit 4b(33), 1988 Form 10-K, File No. 1-3583). |
|
|
|
|
4(s)(34) |
June 15, 1989 (Exhibit
4b(34), 1989 Form 10-K, File No. 1-3583). |
|
|
|
|
4(s)(35) |
October 15, 1989
(Exhibit 4b(35), 1989 Form 10-K, File No. 1-3583). |
|
|
|
|
4(s)(36) |
May 15, 1990 (Exhibit
4, June 30, 1990 Form 10-Q, File No. 1-3583). |
|
|
|
|
4(s)(37) |
March 1, 1991 (Exhibit
4(b), June 30, 1991 Form 10-Q, File No. 1-3583). |
|
|
|
|
4(s)(38) |
May 1, 1992 (Exhibit
4(a)(3), File No. 33-48844). |
|
|
|
|
4(s)(39) |
August 1, 1992
(Exhibit 4b(39), 1992 Form 10-K, File No. 1-3583). |
|
|
|
|
4(s)(40) |
October 1, 1992
(Exhibit 4b(40), 1992 Form 10-K, File No. 1-3583). |
|
|
|
|
4(s)(41) |
January 1, 1993
(Exhibit 4b(41), 1992 Form 10-K, File No. 1-3583). |
|
|
|
|
4(s)(42) |
September 15, 1994
(Exhibit 4(b), September 30, 1994 Form 10-Q, |
|
|
|
|
|
File No. 1-3583). |
|
|
|
|
4(s)(43) |
May 1, 1995 (Exhibit
4(d), September 30, 1995 Form 10-Q, |
|
|
|
|
|
File No. 1-3583). |
|
|
|
|
4(s)(44) |
June 1, 1995 (Exhibit
4(e), September 30, 1995 Form 10-Q, |
|
|
|
|
|
File No. 1-3583). |
|
|
|
|
4(s)(45) |
July 14, 1995 (Exhibit
4(f), September 30, 1995 Form 10-Q, |
|
|
|
|
|
File No. 1-3583). |
|
|
|
|
4(s)(46) |
July 15, 1995 (Exhibit
4(g), September 30, 1995 Form 10-Q, |
|
|
|
|
|
File No. 1-3583). |
|
|
|
|
4(s)(47) |
August 1, 1997
(Exhibit 4b(47), 1998 Form 10-K, File No. 1-3583). |
|
|
|
|
4(s)(48) |
June 1, 1998 (Exhibit
4b (48), 1998 Form 10-K, File No. 1-3583). |
|
|
|
|
4(s)(49) |
January 15, 2000
(Exhibit 4b(49), 1999 Form 10-K, File No. 1-3583). |
|
|
|
|
4(s)(50) |
May 1, 2000 (Exhibit
4b(50), 2000 Form 10-K, File No. 1-3583). |
|
|
|
|
4(s)(51) |
September 1, 2000
(Exhibit 4b(51), 2002 Form 10-K, File No. 1-3583). |
|
|
|
|
4(s)(52) |
October 1, 2002
(Exhibit 4b(52), 2002 Form 10-K, File No. 1-3583). |
|
|
|
|
4(s)(53) |
April 1, 2003 (Exhibit
4b(53). |
|
|
|
|
4(s)(55) |
April 1, 2005 (Exhibit
4.1, June 2005 10-Q, File No. 1-3583). |
S-5
Exhibit |
|
|
|
|
Number |
|
Registrant(s) |
|
Description |
|
|
|
4(t)** |
|
JCP&L |
|
Senior Note Indenture,
dated as of July 1, 1999, between Jersey Central Power & Light |
|
|
|
|
Company and The
Bank of New York Mellon Trust Company, N.A., as successor trustee |
|
|
|
|
to United States
Trust Company of New York (incorporated by reference from |
|
|
|
|
Registration No.
333-78717, Exhibit 4-A). |
|
4(u)** |
|
JCP&L |
|
First Supplemental
Indenture, dated October 31, 2007, between Jersey Central Power & |
|
|
|
|
Light Company,
The Bank of New York, as resigning trustee, and The Bank of New |
|
|
|
|
York Trust Company,
N.A., as successor trustee (incorporated by reference from |
|
|
|
|
Registration No.
333-146968, Exhibit 4-2). |
|
4(v)** |
|
JCP&L |
|
Form of Debt Securities
(incorporated by reference from Exhibit 4(t)). |
|
4(w)** |
|
Met-Ed |
|
Indenture, dated
as of July 1, 1999 between Metropolitan Edison Company and The |
|
|
|
|
Bank of New York
Mellon, Trustee (incorporated by reference from SEC File No. 001- |
|
|
|
|
06047, Exhibit
C-154 to GPU, Inc.'s Annual Report on Form U5S for the year 1999). |
|
4(x)** |
|
Met-Ed |
|
Form of Debt Securities
(incorporated by reference from Exhibit 4(w)). |
|
4(y)** |
|
Penelec |
|
Senior Note Indenture
between Pennsylvania Electric Company and The Bank of New |
|
|
|
|
York Mellon, dated
as of April 1, 1999 (incorporated by reference from SEC File No. 1- |
3522, Exhibit 4-C-13, 1999 Annual
Report on Form 10-K) |
|
4(z)** |
|
Penelec |
|
Supplemental Indenture
between Pennsylvania Electric Company and United States |
|
|
|
|
Trust Company of
New York, dated as of May 1, 2001 (incorporated by reference from |
|
|
|
|
SEC File No. 1-3522,
Exhibit 4-C-16, 2001 Annual Report on Form 10-K) |
|
4(aa)** |
|
Penelec |
|
Supplemental Indenture
No. 1 between Pennsylvania Electric Company and United |
|
|
|
|
States Trust Company
of New York, dated as of May 1, 2001 (incorporated by reference |
|
|
|
|
from SEC File No.
1-3522, Exhibit 4-C-17, 2001 Annual Report on Form 10-K) |
|
4(bb)** |
|
Penelec |
|
Form of Debt Securities
(incorporated by reference from Exhibit 4(y)). |
|
5(a) |
|
FirstEnergy |
|
Opinions of Wendy
L. Stark, Esq., Associate General Counsel of FirstEnergy Corp. |
|
|
OE |
|
|
|
|
CEI |
|
|
|
|
TE |
|
|
|
|
Met-Ed |
|
|
|
|
Penelec |
|
|
|
5(b) |
|
JCP&L |
|
Opinion of Thelen
LLP, Florham Park, New Jersey. |
|
5(c) |
|
FirstEnergy |
|
Opinions of Akin
Gump Strauss Hauer & Feld LLP, New York, New York. |
|
|
OE |
|
|
|
|
CEI |
|
|
|
|
TE |
|
|
|
|
JCP&L |
|
|
|
|
Met-Ed |
|
|
|
|
Penelec |
|
|
S-6
Exhibit |
|
|
|
|
Number |
|
Registrant(s) |
|
Description |
|
12(a)** |
|
FirstEnergy |
|
Statement of computation
of ratio of earnings to fixed charges (incorporated by reference |
|
|
OE |
|
from Exhibit 12,
Form 10-Q filed on August 7, 2008) |
|
|
Penelec |
|
|
|
12(b) |
|
CEI |
|
Statements of computation
of ratio of earnings to fixed charges. |
|
|
TE |
|
|
|
|
JCP&L |
|
|
|
|
Met-Ed |
|
|
|
15(a) |
|
FirstEnergy |
|
Letter from
PricewaterhouseCoopers LLP regarding unaudited interim financial |
|
|
|
|
information. |
|
15(b) |
|
OE |
|
Letter from
PricewaterhouseCoopers LLP regarding unaudited interim financial |
|
|
|
|
information. |
|
15(c) |
|
CEI |
|
Letter from
PricewaterhouseCoopers LLP regarding unaudited interim financial |
|
|
|
|
information. |
|
15(d) |
|
TE |
|
Letter from
PricewaterhouseCoopers LLP regarding unaudited interim financial |
|
|
|
|
information. |
|
15(e) |
|
JCP&L |
|
Letter from
PricewaterhouseCoopers LLP regarding unaudited interim financial |
|
|
|
|
information. |
|
15(f) |
|
Met-Ed |
|
Letter from
PricewaterhouseCoopers LLP regarding unaudited interim financial |
|
|
|
|
information. |
|
15(g) |
|
Penelec |
|
Letter from
PricewaterhouseCoopers LLP regarding unaudited interim financial |
|
|
|
|
information. |
|
23(a) |
|
FirstEnergy |
|
Consent of
PricewaterhouseCoopers LLP. |
|
23(b) |
|
OE |
|
Consent of
PricewaterhouseCoopers LLP. |
|
23(c) |
|
CEI |
|
Consent of
PricewaterhouseCoopers LLP. |
|
23(d) |
|
TE |
|
Consent of
PricewaterhouseCoopers LLP. |
|
23(e) |
|
JCP&L |
|
Consent of
PricewaterhouseCoopers LLP. |
|
23(f) |
|
Met-Ed |
|
Consent of
PricewaterhouseCoopers LLP. |
|
23(g) |
|
Penelec |
|
Consent of
PricewaterhouseCoopers LLP. |
|
23(h) |
|
FirstEnergy |
|
Consents
of Wendy L. Stark, Esq. (included in Exhibit 5(a)). |
|
|
OE |
|
|
|
|
CEI |
|
|
|
|
TE |
|
|
|
|
Met-Ed |
|
|
|
|
Penelec |
|
|
S-7
Exhibit |
|
|
|
|
Number |
|
Registrant(s) |
|
Description |
23(i) |
|
JCP&L |
|
Consent of Thelen
LLP, Florham Park, New Jersey (included in Exhibit 5(b)). |
|
|
|
|
|
23(j) |
|
FirstEnergy |
|
Consents of Akin
Gump Strauss Hauer & Feld LLP, New York, New York (included in |
|
|
OE |
|
Exhibit 5(c)). |
|
|
CEI |
|
|
|
|
TE |
|
|
|
|
JCP&L |
|
|
|
|
Met-Ed |
|
|
|
|
Penelec |
|
|
|
|
|
|
|
24(a) |
|
FirstEnergy |
|
Powers of Attorney
(included on signature page). |
|
|
|
|
|
24(b) |
|
OE |
|
Powers of Attorney
(included on signature page). |
|
|
|
|
|
24(c) |
|
CEI |
|
Powers of Attorney
(included on signature page). |
|
|
|
|
|
24(d) |
|
TE |
|
Powers of Attorney
(included on signature page). |
|
|
|
|
|
24(e) |
|
JCP&L |
|
Powers of Attorney
(included on signature page). |
|
|
|
|
|
24(f) |
|
Met-Ed |
|
Powers of Attorney
(included on signature page). |
|
|
|
|
|
24(g) |
|
Penelec |
|
Powers of Attorney
(included on signature page). |
|
|
|
|
|
25(a) |
|
FirstEnergy |
|
Form of T-1 Statement
of Eligibility, dated as of September 18, 2008, between First Energy
Corp. and The Bank of New York Mellon, as Trustee. |
|
|
|
|
|
25(b) |
|
OE |
|
Form of T-1 Statement
of Eligibility, dated as of September 18 2008, between Ohio Edison and
The Bank of New York Mellon, as Trustee. |
|
|
|
|
|
25(c) |
|
OE |
|
Form of T-1 Statement
of Eligibility for Senior Secured Debt Securities, dated as of September
18, 2008, between Ohio Edison Company and The Bank of New York Mellon,
as Trustee. |
|
|
|
|
|
25(d) |
|
CEI |
|
Form of T-1 Statement
of Eligibility, dated as of September 18, 2008, between The Cleveland
Electric Illuminating Company and The Bank of New York Mellon Trust Company,
N.A., as Trustee. |
|
|
|
|
|
25(e) |
|
CEI |
|
Form of T-1 Statement
of Eligibility for Senior Secured Debt Securities dated as of September
18, 2008, between The Cleveland Electric Illuminating Company and JPMorgan,
Chase Bank N.A., as Trustee. |
|
|
|
|
|
25(f) |
|
TE |
|
Form of T-1 Statement
of Eligibility, dated as of September 18, 2008, between The Toledo Edison
Company and The Bank of New York Mellon Trust Company, N.A., as Trustee. |
|
|
|
|
|
25(g) |
|
TE |
|
Form of T-1 Statement
of Eligibility for Senior Secured Debt Securities, dated as of September
18, 2008, between The Toledo Edison Company and JPMorgan Chase Bank N.A.,
as Trustee. |
|
|
|
|
|
25(h) |
|
JCP&L |
|
Form of T-1 Statement
of Eligibility, dated as of September 18, 2008, between Jersey Central
Power & Light Company and The Bank of New York Mellon Trust Company,
N.A., as Trustee. |
|
|
|
|
|
25(i) |
|
Met-Ed |
|
Form of T-1 Statement
of Eligibility, dated as of September 18, 2008, between Metropolitan
Edison Company and The Bank of New York Mellon, as Trustee. |
|
|
|
|
|
25(j) |
|
Penelec |
|
Form of T-1 Statement
of Eligibility, dated as of September 18, 2008, between Pennsylvania
Electric Company and The Bank of New York Mellon, as Trustee. |
_________ |
* |
To be filed by amendment or as an exhibit to a document to be incorporated by reference herein in connection with the issuance of securities. |
|
** |
Incorporated by reference herein as indicated. |
|
S-8
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GRAPHIC
3
illuminating.jpg
GRAPHIC
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meted.jpg
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EX-5.(A)
9
c54999_ex-5a.htm
c54999_ex5-a.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing
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First Energy Corp.
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76 South Main Street
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Exhibit 5(a)-1
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Akron, Ohio 44305
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September 19, 2008
FirstEnergy Corp.
76 South Main Street
Akron, Ohio 44308
Re: FirstEnergy Corp., Registration Statement on Form S-3
Dear Ladies and Gentlemen:
I am Associate General Counsel of FirstEnergy Corp., an Ohio corporation (FirstEnergy). This opinion
is furnished to you in connection with the Registration Statement on Form S-3, as may be amended from time to time (the Registration Statement), filed on
September 19, 2008 by FirstEnergy and several other registrants named therein with the Securities and Exchange Commission (the Commission) under the
Securities Act of 1933, as amended (the Act). The Registration Statement relates to, among other things, the offering and sale from time to time, as set
forth in the Registration Statement, the form of prospectus relating to FirstEnergy contained therein (the Prospectus) and one or more supplements to the
Prospectus (each, a Prospectus Supplement), by FirstEnergy of an unspecified number or amount and aggregate initial offering price of securities (the
Securities) consisting of (a) shares of FirstEnergys common stock, par value $0.10 per share (the Common
Stock), (b) shares of FirstEnergys Preferred Stock, par value $100.0 per share (the Preferred Stock),
(c) senior unsecured debt securities of FirstEnergy (the Debt Securities), (d) warrants (the Warrants) to purchase FirstEnergys debt or equity securities, securities of third parties or certain other rights, or any combination of the foregoing, (e) share purchase contracts
(the Contracts) obligating holders to purchase from FirstEnergy, and FirstEnergy to sell to holders, shares of Common Stock in the future, and (f) share
purchase units (the Units) consisting of a share purchase contract and either FirstEnergys debt securities or debt obligations of third parties. The
Securities may be issued, sold and delivered from time to time under the Registration Statement, the Prospectus and one or more Prospectus Supplements pursuant to Rule 415 under the Act. This opinion is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Act.
In
connection with this opinion, I or persons under my supervision have reviewed
originals or copies, certified or otherwise identified to my satisfaction, of
the Registration Statement, including the Prospectus, one or more Prospectus
Supplements, the Indenture for Debt Securities, dated as of November 15, 2001
and filed as Exhibit 4(c) to the Registration Statement (as amended, supplemented
or modified from time to time, the
Indenture),
between FirstEnergy and The Bank of New York Mellon, as successor trustee (the Trustee),
FirstEnergys Amended Articles of Incorporation and FirstEnergys Amended
Code of Regulations. In addition, I or persons under my supervision have reviewed
originals, or copies certified or otherwise identified to my satisfaction, of
such other instruments, certificates, records and documents and such certificates
or comparable documents of public officials and of officers and representatives
of FirstEnergy, and have reviewed such questions of law, as I have deemed necessary
or appropriate for purposes of this opinion. In such review, I have assumed the
genuineness of all signatures, the authenticity of all documents submitted to
me as originals, the conformity to the original documents of all documents submitted
as copies and the authenticity of the originals of such latter documents.
In addition, this opinion assumes that:
(a) the Registration Statement will have become effective upon filing under the Act and will remain effective through any offer and sale of Securities;
(b) for each type or series of Securities FirstEnergy offers by means of a Prospectus, FirstEnergy will have prepared and filed with the Commission under the Act a Prospectus Supplement which describes that type or series
and, if Securities of another type or series are issuable on the conversion, exchange, redemption or exercise of the Securities being offered, which also describes that other type or series;
(c) FirstEnergy will have offered, issued and sold the Securities in the manner contemplated by the Registration Statement and the relevant Prospectus Supplements and otherwise in compliance with all applicable federal and
state securities laws, and the terms of any such Securities will not violate any applicable law or any debt securities of FirstEnergy or result in a default or breach of any agreement binding upon FirstEnergy, and comply with any requirement or
restriction imposed by any court or other governmental body having jurisdiction over it;
(d) in the case of Securities of any type which FirstEnergy issues and sells, the Board of Directors of FirstEnergy (or any committee of one or more members of that Board which that Board has duly designated (that board or
any such committee being the Board)) will have taken all corporate action necessary to authorize the issuance of those Securities and the other Securities,
if any, issuable on the conversion, exchange, redemption or exercise of those Securities, and approve the terms of the offering and sale of those Securities;
(e) FirstEnergy and the initial purchasers of the Securities of any type will have duly authorized, executed and delivered a definitive purchase agreement relating to those Securities;
(f) in the case of any Securities issuable on the conversion, exchange, redemption or exercise of other Securities, those Securities will be available for issuance on that conversion, exchange, redemption or exercise;
(g) the Indenture has been duly authorized, executed and delivered by FirstEnergy and the Trustee, and that at the time of execution, authentication, issuance and delivery of the Securities, the Indenture will be valid and
binding obligation of the Trustee, enforceable against the Trustee in accordance with its terms;
(h) in the case of Debt Securities of any series, (i) the Board will have designated and established the terms of the series to which those Debt Securities belong and those Debt Securities will not include any provision
that is unenforceable; (ii) the Indenture will have become qualified under the Trust Indenture Act of 1939, as amended; and (iii) forms of Debt Securities complying with the terms of the Indenture and evidencing those Debt Securities will have been
duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture;
(i) in
the case of Preferred Stock of any series, the Board will have duly adopted resolutions
designating and establishing the terms of that series, and FirstEnergy will have
caused any required statements respecting that series to be prepared and filed
with the Secretary of State of the State of Ohio;
(j) in the case of shares of Common Stock or Preferred Stock, certificates representing such shares will have been duly executed, countersigned, registered and delivered in accordance with the provisions of
FirstEnergys Amended Articles of Incorporation, Ohio law and the provisions of the applicable purchase agreement under which FirstEnergy will sell those Securities;
(k) in the case of each share of Common Stock or Preferred Stock, the purchase price therefor payable to FirstEnergy, or, if such share is issuable on the conversion, exchange, redemption or exercise of another Security,
the consideration payable to FirstEnergy for that conversion, exchange, redemption or exercise, will not be less than the par value of that share;
(l) in the case of Warrants, (i) the Board will have designated and established the terms of such Warrants and any related warrant agreement and such Warrants and related warrant agreement will not include any provision
that is unenforceable; (ii) forms of such Warrants complying with the terms of the related warrant agreement and evidencing those Warrants will have been duly executed and delivered in accordance with the provisions of the related warrant agreement;
and (iii) any such warrant agreement shall have been duly authorized, executed and delivered by the parties thereto, and shall be valid and binding obligation of such parties, enforceable against such parties in accordance with its terms, and shall
purport to be governed by the laws of the State of Ohio; and
(m) in the case of Contracts or Units, (i) the Board will have designated and established the terms of such Contracts or Units and any related purchase contract agreements and such Contracts or Units and related purchase
contract agreements will not include any provision that is unenforceable; (ii) forms of such Contracts or Units complying with the terms of the related purchase contract agreements and evidencing those Contracts or Units will have been duly executed
and delivered in accordance with the provisions of the related purchase contract agreements; and (iii) any such purchase contract agreements shall have been duly authorized, executed and delivered by the parties thereto, and shall be valid and
binding obligation of such parties, enforceable against such parties in accordance with its terms and shall purport to be governed by the laws of the State of Ohio.
Based upon the foregoing, and subject to the qualifications and limitations stated herein, I am of the opinion that:
1. FirstEnergy is a corporation duly incorporated and validly existing in good standing under the laws of the State of
Ohio.
2. With respect to Securities constituting Common Stock, when such Common Stock has been issued, delivered and paid for as
contemplated by the Registration Statement, the Prospectus and the
applicable Prospectus Supplement, the Common Stock will be validly issued, fully paid and non-assessable.
3. With respect to Securities constituting Preferred Stock, when such Preferred Stock has been issued, delivered and paid
for as contemplated by the Registration Statement, the Prospectus and the applicable Prospectus Supplement, the Preferred Stock will be validly issued, fully paid and non-assessable.
4. With respect to Securities constituting Debt Securities, when the Indenture has been duly authorized, executed and
delivered by FirstEnergy, assuming due authorization, execution and delivery thereof by the Trustee, constitutes the legal, valid and binding agreement of FirstEnergy, and when any Debt Securities to be issued under the Indenture have been executed,
authenticated, issued, delivered and paid for as contemplated by the Registration Statement, the Prospectus and the applicable Prospectus Supplement and in accordance with the Indenture, such Debt Securities (including any Debt Securities duly
issued upon conversion, exchange or exercise of any other Security in accordance with the terms of such Security or the instrument governing such Security providing for such conversion, exchange or exercise as approved by the Board) will constitute
legal, valid and binding obligations of FirstEnergy and entitled to the benefits of the Indenture, except as may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to or affecting
creditors rights generally and general equitable principles (whether considered in a proceeding in equity or at law) and subject to an implied covenant of good faith, fair dealing and reasonableness.
5. With respect to Securities constituting Warrants, when such Warrants have been executed, authenticated, issued,
delivered and paid for as contemplated by the Registration Statement, the Prospectus and the applicable Prospectus Supplement and in accordance with the applicable warrant agreement, such Warrants will constitute legal, valid and binding obligations
of FirstEnergy, except as may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to or affecting creditors rights generally and general equitable principles (whether
considered in a proceeding in equity or at law) and subject to an implied covenant of good faith, fair dealing and reasonableness.
6. With respect to Securities constituting Contracts or Units, when (i) such Contracts or Units have been executed,
issued, delivered and paid for as contemplated by the Registration Statement, the Prospectus and the applicable Prospectus Supplement, the Contracts and Units will be validly issued and will constitute legal, valid and binding obligations of
FirstEnergy, except as may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to or affecting creditors rights generally and general equitable principles (whether considered
in a proceeding in equity or at law) and subject to an implied covenant of good faith, fair dealing and reasonableness.
In connection with this opinion, I have assumed that any authorization of any such Security will not have been modified or rescinded by the Board and there will not have occurred any change in
law affecting the validity or enforceability of such Security.
I consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name in the Prospectus or any Prospectus Supplement forming a part of a Registration
Statement under the caption Legal Matters. In giving this consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Act and the rules and regulations thereunder.
I am a member of the bar of the State of Ohio, and this opinion is limited to the laws of the State of Ohio. Insofar as the opinions expressed herein relate to matters governed by the laws of
the State of
New York or the Federal laws of the United States, I have relied upon the opinion of Akin Gump Strauss Hauer & Feld LLP, counsel for FirstEnergy, which is also being filed as an exhibit to the Registration Statement.
Very truly yours,
/s/ Wendy E. Stark
Wendy E. Stark
Associate General Counsel
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First Energy Corp.
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76 South Main Street
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Exhibit 5(a)-2
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Akron, Ohio 44305
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September 19, 2008
Ohio Edison Company
c/o FirstEnergy Corp.
76 South Main Street
Akron, Ohio 44308
Re: Ohio Edison Company, Registration Statement on Form S-3
Ladies and Gentlemen:
I am Associate General Counsel of FirstEnergy Corp., an Ohio corporation (FirstEnergy). This opinion
is furnished to you in connection with the Registration Statement on Form S-3, as may be amended from time to time (the Registration Statement), filed on
September 19, 2008 by FirstEnergy and Ohio Edison Company, an Ohio corporation and a wholly owned electric utility operating subsidiary of FirstEnergy (the Company) and several other registrants named therein with the Securities and Exchange Commission (the Commission) under the Securities Act of
1933, as amended (the Act). The Registration Statement relates to, among other things, the offering and sale from time to time, as set forth in the
Registration Statement, the form of prospectus relating to the Company contained therein (the Prospectus) and one or more supplements to the Prospectus
(each, a Prospectus Supplement), by the Company of an unspecified number or amount and aggregate initial offering price of one or more series of senior
secured debt securities in the form of first mortgage bonds (the First Mortgage Bonds) and senior unsecured debt securities (the Senior Unsecured Debt Securities, and together with the First Mortgage Bonds, the Debt Securities) of the Company. The Debt Securities may be issued, sold and delivered from time to time under the Registration Statement, the Prospectus and one or more Prospectus Supplements pursuant to Rule 415 under the Act. This opinion is
being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.
In connection with this opinion, I or persons under my supervision and control have reviewed originals or copies, certified or otherwise identified to my satisfaction, of the Registration Statement, including the
Prospectus, one or more Prospectus Supplements, the General Mortgage Indenture and Deed of Trust, dated January 1, 1998, as amended and supplemented from time to time (the Mortgage
Indenture), between the Company and The Bank of New York Mellon, as trustee (the Mortgage Trustee), under
which First Mortgage Bonds may be issued, the Indenture, dated as of April 1, 2003 (the Indenture), between the Company and The Bank of New York Mellon, as
trustee (the Indenture Trustee), under which Senior Unsecured Debt Securities may be issued, the Companys Amended Articles of Incorporation and the
Companys Amended Code of Regulations. In addition, I or persons under my supervision and control have reviewed originals, or copies certified or otherwise identified to my satisfaction, of such other instruments, certificates, records and
documents and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have reviewed such questions of law, as I have deemed necessary or appropriate for purposes of this opinion. In such
review, I have also assumed that the signatures on all documents examined by me or persons under my supervision and control are genuine, which assumptions I have not independently verified.
In addition, this opinion assumes that:
(a) the Registration Statement will have become effective upon filing under the Act and will remain effective through any offer and sale of Debt Securities;
(b) for each series of Debt Securities the Company offers by means of a Prospectus, the Company will have prepared and filed with the Commission under the Act a Prospectus Supplement which describes that series;
(c) the Company will have offered, issued and sold the Debt Securities in the manner contemplated by the Registration Statement and the relevant Prospectus Supplements and otherwise in compliance with all applicable
federal and state securities laws, and the terms of any such Debt Securities will not violate any applicable law or any debt securities of the Company or result in a default or breach of any agreement binding upon the Company, and comply with any
requirement or restriction imposed by any court or other governmental body having jurisdiction over it;
(d) the Board of Directors of the Company (or any committee of one or more members of that Board which that Board has duly designated (that board or any such committee being the Board)) will have taken all corporate action necessary to authorize the issuance of the Debt Securities to be offered and sold;
(e) the Mortgage Indenture has been duly authorized, executed and delivered by the Mortgage Trustee, and that at the time of execution, authentication, issuance and delivery of the First Mortgage Bonds, the Mortgage
Indenture will be valid and binding obligation of the Mortgage Trustee, enforceable against the Mortgage Trustee in accordance with its terms;
(f) the Indenture has been duly authorized, executed and delivered by the Indenture Trustee, and that at the time of execution, authentication, issuance and delivery of the Senior Unsecured Debt Securities, the Indenture
will be valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its terms;
(g) the Company and the initial purchasers of the Debt Securities will have duly authorized, executed and delivered a definitive purchase agreement relating to those Debt Securities; and
(h) (i) the Board will have designated and established the terms of the series to which those Debt Securities belong and those Debt Securities will not include any provision that is unenforceable; (ii) the Indenture or
the Mortgage Indenture, as applicable, will have become qualified under the Trust Indenture Act of 1939, as amended; and (iii) forms of Debt Securities complying with the terms of the Mortgage in the case of First Mortgage Bonds and the Indenture in
the case of Senior Unsecured Debt Securities and evidencing, as applicable, such First Mortgage Bonds or Senior Unsecured Debt Securities will have been duly executed, authenticated, issued and delivered in accordance with the provisions of the
Mortgage Indenture or the Indenture, as applicable, and in the case of the Mortgage Indenture, an appropriate indenture supplemental thereto.
Based upon the foregoing, and subject to the qualifications and limitations stated herein, I am of the opinion that:
1. The Company has been duly incorporated
and is in good standing under the laws of the State of Ohio, the jurisdiction
of its incorporation.
2. The Mortgage Indenture and the Indenture have been duly authorized, executed and delivered by the Company and constitute the legal, valid and binding agreements of the Company, except as may be limited by bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to or affecting creditors rights generally and general equitable principles (whether considered in a proceeding in equity or at law) and subject to an
implied covenant of good faith, fair dealing and reasonableness.
3. When any First Mortgage Bonds have been executed, authenticated, issued, delivered and paid for as contemplated by the Registration Statement, the and the applicable Prospectus Supplement and in accordance with the
Mortgage Indenture and the applicable indenture supplement thereto, such First Mortgage Bonds will constitute the legal, valid and binding obligations of the Company, except as may be limited by bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or other similar laws relating to or affecting creditors rights generally and general equitable principles (whether considered in a proceeding in equity or at law) and subject to an implied covenant of good faith,
fair dealing and reasonableness.
4. When any Senior Unsecured Debt Securities have been executed, authenticated, issued, delivered and paid for as contemplated by the Registration Statement, the Prospectus and the applicable Prospectus Supplement and in
accordance with the Indenture, such Senior Unsecured Debt Securities will constitute the legal, valid and binding obligations of the Company, except as may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or
other similar laws relating to or affecting creditors rights generally and general equitable principles (whether considered in a proceeding in equity or at law) and subject to an implied covenant of good faith, fair dealing and reasonableness.
In connection with this opinion, I have assumed that any authorization of any such Debt Security will not have been modified or rescinded by the Board and there will not have occurred any change in law affecting the
validity or enforceability of such Debt Security.
I consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name in the Prospectus or any Prospectus Supplement forming a part of a Registration
Statement under the caption Legal Matters. In giving this consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Act and the rules and regulations thereunder.
I am a member of the bar of the State of Ohio, and this opinion is limited to the laws of the State of Ohio. Insofar as the opinions expressed herein relate to matters governed by the laws of
the State of New York or the Federal laws of the United States, I have relied upon the opinion of Akin Gump Strauss Hauer & Feld LLP, counsel for Company, which is also being filed as an exhibit to the Registration Statement.
Very truly yours,
/s/ Wendy E. Stark
Wendy E. Stark
Associate General Counsel
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First Energy Corp.
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76 South Main Street
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Exhibit 5(a)-3
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Akron, Ohio 44305
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|
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September 19, 2008
The Cleveland Electric Illuminating Company
c/o FirstEnergy Corp.
76 South Main Street
Akron, Ohio 44308
Re: The Cleveland Electric Illuminating Company, Registration Statement on Form S-3
Ladies and Gentlemen:
I am Associate General Counsel of FirstEnergy Corp., an Ohio corporation (FirstEnergy). This opinion
is furnished to you in connection with the Registration Statement on Form S-3, as may be amended from time to time (the Registration Statement), filed on
September 19, 2008 by FirstEnergy and The Cleveland Electric Illuminating Company, an Ohio corporation and a wholly owned electric utility operating subsidiary of FirstEnergy (the Company) and several other registrants named therein with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the Act). The Registration Statement relates to, among other things, the offering and sale
from time to time, as set forth in the Registration Statement, the form of prospectus relating to the Company contained therein (the Prospectus) and one or
more supplements to the Prospectus (each, a Prospectus Supplement), by the Company of an unspecified number or amount and aggregate initial offering price of
one or more series of senior secured debt securities in the form of first mortgage bonds (the First Mortgage Bonds) and senior unsecured debt securities (the
Senior Unsecured Debt Securities, and together with the First Mortgage Bonds, the Debt
Securities) of the Company. The Debt Securities may be issued, sold and delivered from time to time under the Registration Statement, the Prospectus and one or more Prospectus Supplements pursuant to
Rule 415 under the Act. This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.
In connection with this opinion, I or persons under my supervision and control have reviewed originals or copies, certified or otherwise identified to my satisfaction, of the Registration Statement, including the
Prospectus, one or more Prospectus Supplements, the Mortgage Indenture and Deed of Trust, dated July 1, 1940, as amended and supplemented from time to time (the Mortgage Indenture), between the Company and JPMorgan Chase Bank, N.A., as trustee (the Mortgage Trustee), under which First Mortgage Bonds may be
issued, the Indenture, dated as of December 1, 2003 (the Indenture), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the
Indenture Trustee), under which Senior Unsecured Debt Securities may be issued, the Companys Amended Articles of Incorporation and the Companys
Amended Code of Regulations. In addition, I or persons under my supervision and control have reviewed originals, or copies certified or otherwise identified to my satisfaction, of such other instruments, certificates, records and documents and such
certificates or comparable documents of public officials and of officers and representatives of the Company, and have reviewed such questions of law, as I have deemed necessary or appropriate for purposes of this opinion. In such review, I have also
assumed that the signatures on all documents examined by me or persons under my supervision and control are genuine, which assumptions I have not independently verified.
In addition, this opinion assumes that:
(a) the Registration Statement will have become effective upon filing under the Act and will remain effective through any offer and sale of Debt Securities;
(b) for each series of Debt Securities the Company offers by means of a Prospectus, the Company will have prepared and filed with the Commission under the Act a Prospectus Supplement which describes that series;
(c) the Company will have offered, issued and sold the Debt Securities in the manner contemplated by the Registration Statement and the relevant Prospectus Supplements and otherwise in compliance with all applicable
federal and state securities laws, and the terms of any such Debt Securities will not violate any applicable law or any debt securities of the Company or result in a default or breach of any agreement binding upon the Company, and comply with any
requirement or restriction imposed by any court or other governmental body having jurisdiction over it;
(d) the Board of Directors of the Company (or any committee of one or more members of that Board which that Board has duly designated (that board or any such committee being the Board)) will have taken all corporate action necessary to authorize the issuance of the Debt Securities to be offered and sold;
(e) the Mortgage Indenture has been duly authorized, executed and delivered by the Mortgage Trustee, and that at the time of execution, authentication, issuance and delivery of the First Mortgage Bonds, the Mortgage
Indenture will be valid and binding obligation of the Mortgage Trustee, enforceable against the Mortgage Trustee in accordance with its terms;
(f) the Indenture has been duly authorized, executed and delivered by the Indenture Trustee, and that at the time of execution, authentication, issuance and delivery of the Senior Unsecured Debt Securities, the Indenture
will be valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its terms;
(g) the Company and the initial purchasers of the Debt Securities will have duly authorized, executed and delivered a definitive purchase agreement relating to those Debt Securities; and
(h) (i) the Board will have designated and established the terms of the series to which those Debt Securities belong and those Debt Securities will not include any provision that is unenforceable; (ii) the Indenture or
the Mortgage Indenture, as applicable, will have become qualified under the Trust Indenture Act of 1939, as amended; and (iii) forms of Debt Securities complying with the terms of the Mortgage in the case of First Mortgage Bonds and the Indenture in
the case of Senior Unsecured Debt Securities and evidencing, as applicable, such First Mortgage Bonds or Senior Unsecured Debt Securities will have been duly executed, authenticated, issued and delivered in accordance with the provisions of the
Mortgage Indenture or the Indenture, as applicable, and in the case of the Mortgage Indenture, an appropriate indenture supplemental thereto.
Based upon the foregoing, and subject to the qualifications and limitations stated herein, I am of the opinion that:
1. The Company has been duly incorporated
and is in good standing under the laws of the State of Ohio, the jurisdiction
of its incorporation.
2. The Mortgage Indenture and the Indenture have been duly authorized, executed and delivered by the Company and constitute the legal, valid and binding agreements of the Company, except as may be limited by bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to or affecting creditors rights generally and general equitable principles (whether
considered in a proceeding in equity or at law) and subject to an implied covenant of good faith, fair dealing and reasonableness.
3. When any First Mortgage Bonds have been executed, authenticated, issued, delivered and paid for as contemplated by the Registration Statement, the and the applicable Prospectus Supplement and in accordance with the
Mortgage Indenture and the applicable indenture supplement thereto, such First Mortgage Bonds will constitute the legal, valid and binding obligations of the Company, except as may be limited by bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or other similar laws relating to or affecting creditors rights generally and general equitable principles (whether considered in a proceeding in equity or at law) and subject to an implied covenant of good faith,
fair dealing and reasonableness.
4. When any Senior Unsecured Debt Securities have been executed, authenticated, issued, delivered and paid for as contemplated by the Registration Statement, the Prospectus and the applicable Prospectus Supplement and in
accordance with the Indenture, such Senior Unsecured Debt Securities will constitute the legal, valid and binding obligations of the Company, except as may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or
other similar laws relating to or affecting creditors rights generally and general equitable principles (whether considered in a proceeding in equity or at law) and subject to an implied covenant of good faith, fair dealing and reasonableness.
In connection with this opinion, I have assumed that any authorization of any such Debt Security will not have been modified or rescinded by the Board and there will not have occurred any change in law affecting the
validity or enforceability of such Debt Security.
I consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name in the Prospectus or any Prospectus Supplement forming a part of a Registration
Statement under the caption Legal Matters. In giving this consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Act and the rules and regulations thereunder.
I am a member of the bar of the State of Ohio, and this opinion is limited to the laws of the State of Ohio. Insofar as the opinions expressed herein relate to matters governed by the laws of
the State of New York or the Federal laws of the United States, I have relied upon the opinion of Akin Gump Strauss Hauer & Feld LLP, counsel for Company, which is also being filed as an exhibit to the Registration Statement.
Very truly yours,
/s/ Wendy E. Stark
Wendy E. Stark
Associate General Counsel
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First Energy Corp.
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76 South Main Street
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Exhibit 5(a)-4
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Akron, Ohio 44305
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|
|
September 19, 2008
The Toledo Edison Company
c/o FirstEnergy Corp.
76 South Main Street
Akron, Ohio 44308
Re: The Toledo Edison Company, Registration Statement on Form S-3
Ladies and Gentlemen:
I am Associate General Counsel of FirstEnergy Corp., an Ohio corporation (FirstEnergy). This opinion
is furnished to you in connection with the Registration Statement on Form S-3, as may be amended from time to time (the Registration Statement), filed on
September 19, 2008 by FirstEnergy and The Toledo Edison Company, an Ohio corporation and a wholly owned electric utility operating subsidiary of FirstEnergy (the Company) and several other registrants named therein with the Securities and Exchange Commission (the Commission) under the Securities Act of
1933, as amended (the Act). The Registration Statement relates to, among other things, the offering and sale from time to time, as set forth in the
Registration Statement, the form of prospectus relating to the Company contained therein (the Prospectus) and one or more supplements to the Prospectus
(each, a Prospectus Supplement), by the Company of an unspecified number or amount and aggregate initial offering price of one or more series of senior
secured debt securities in the form of first mortgage bonds (the First Mortgage Bonds) and senior unsecured debt securities (the Senior Unsecured Debt Securities, and together with the First Mortgage Bonds, the Debt Securities) of the Company. The Debt Securities may be issued, sold and delivered from time to time under the Registration Statement, the Prospectus and one or more Prospectus Supplements pursuant to Rule 415 under the Act. This opinion is
being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.
In connection with this opinion, I or persons under my supervision and control have reviewed originals or copies, certified or otherwise identified to my satisfaction, of the Registration Statement, including the
Prospectus, one or more Prospectus Supplements, the Mortgage Indenture and Deed of Trust, dated April 1, 1947, as amended and supplemented from time to time (the Mortgage Indenture), between the Company and JPMorgan Chase Bank, N.A., as trustee (the Mortgage Trustee), under which First Mortgage Bonds may be
issued, the Indenture, dated as of November 1, 2006 (the Indenture), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the
Indenture Trustee), under which Senior Unsecured Debt Securities may be issued, the Companys Amended Articles of Incorporation and the Companys
Amended Code of Regulations. In addition, I or persons under my supervision and control have reviewed originals, or copies certified or otherwise identified to my satisfaction, of such other instruments, certificates, records and documents and such
certificates or comparable documents of public officials and of officers and representatives of the Company, and have reviewed such questions of law, as I have deemed necessary or appropriate for purposes of this opinion. In such review, I have also
assumed that the signatures on all documents examined by me or persons under my supervision and control are genuine, which assumptions I have not independently verified.
In addition, this opinion assumes that:
(a) the Registration Statement will have become effective upon filing under the Act and will remain effective through any offer and sale of Debt Securities;
(b) for each series of Debt Securities the Company offers by means of a Prospectus, the Company will have prepared and filed with the Commission under the Act a Prospectus Supplement which describes that series;
(c) the Company will have offered, issued and sold the Debt Securities in the manner contemplated by the Registration Statement and the relevant Prospectus Supplements and otherwise in compliance with all applicable
federal and state securities laws, and the terms of any such Debt Securities will not violate any applicable law or any debt securities of the Company or result in a default or breach of any agreement binding upon the Company, and comply with any
requirement or restriction imposed by any court or other governmental body having jurisdiction over it;
(d) the Board of Directors of the Company (or any committee of one or more members of that Board which that Board has duly designated (that board or any such committee being the Board)) will have taken all corporate action necessary to authorize the issuance of the Debt Securities to be offered and sold;
(e) the Mortgage Indenture has been duly authorized, executed and delivered by the Mortgage Trustee, and that at the time of execution, authentication, issuance and delivery of the First Mortgage Bonds, the Mortgage
Indenture will be valid and binding obligation of the Mortgage Trustee, enforceable against the Mortgage Trustee in accordance with its terms;
(f) the Indenture has been duly authorized, executed and delivered by the Indenture Trustee, and that at the time of execution, authentication, issuance and delivery of the Senior Unsecured Debt Securities, the Indenture
will be valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its terms;
(g) the Company and the initial purchasers of the Debt Securities will have duly authorized, executed and delivered a definitive purchase agreement relating to those Debt Securities; and
(h) (i) the Board will have designated and established the terms of the series to which those Debt Securities belong and those Debt Securities will not include any provision that is unenforceable; (ii) the Indenture or
the Mortgage Indenture, as applicable, will have become qualified under the Trust Indenture Act of 1939, as amended; and (iii) forms of Debt Securities complying with the terms of the Mortgage in the case of First Mortgage Bonds and the Indenture in
the case of Senior Unsecured Debt Securities and evidencing, as applicable, such First Mortgage Bonds or Senior Unsecured Debt Securities will have been duly executed, authenticated, issued and delivered in accordance with the provisions of the
Mortgage Indenture or the Indenture, as applicable, and in the case of the Mortgage Indenture, an appropriate indenture supplemental thereto.
Based upon the foregoing, and subject to the qualifications and limitations stated herein, I am of the opinion that:
1. The Company has been duly incorporated
and is in good standing under the laws of the State of Ohio, the jurisdiction
of its incorporation.
2. The Mortgage Indenture and the Indenture have been duly authorized, executed and delivered by the Company and constitute the legal, valid and binding agreements of the Company, except as may be limited by bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to or affecting creditors rights generally and general equitable principles (whether
considered in a proceeding in equity or at law) and subject to an implied covenant of good faith, fair dealing and reasonableness.
3. When any First Mortgage Bonds have been executed, authenticated, issued, delivered and paid for as contemplated by the Registration Statement, the and the applicable Prospectus Supplement and in accordance with the
Mortgage Indenture and the applicable indenture supplement thereto, such First Mortgage Bonds will constitute the legal, valid and binding obligations of the Company, except as may be limited by bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or other similar laws relating to or affecting creditors rights generally and general equitable principles (whether considered in a proceeding in equity or at law) and subject to an implied covenant of good faith,
fair dealing and reasonableness.
4. When any Senior Unsecured Debt Securities have been executed, authenticated, issued, delivered and paid for as contemplated by the Registration Statement, the Prospectus and the applicable Prospectus Supplement and in
accordance with the Indenture, such Senior Unsecured Debt Securities will constitute the legal, valid and binding obligations of the Company, except as may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or
other similar laws relating to or affecting creditors rights generally and general equitable principles (whether considered in a proceeding in equity or at law) and subject to an implied covenant of good faith, fair dealing and reasonableness.
In connection with this opinion, I have assumed that any authorization of any such Debt Security will not have been modified or rescinded by the Board and there will not have occurred any change in law affecting the
validity or enforceability of such Debt Security.
I consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name in the Prospectus or any Prospectus Supplement forming a part of a Registration
Statement under the caption Legal Matters. In giving this consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Act and the rules and regulations thereunder.
I am a member of the bar of the State of Ohio, and this opinion is limited to the laws of the State of Ohio. Insofar as the opinions expressed herein relate to matters governed by the laws of
the State of New York or the Federal laws of the United States, I have relied upon the opinion of Akin Gump Strauss Hauer & Feld LLP, counsel for Company, which is also being filed as an exhibit to the Registration Statement.
Very truly yours,
/s/ Wendy E. Stark
Wendy E. Stark
Associate General Counsel
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First Energy Corp.
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76 South Main Street
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Exhibit 5(a)-5
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Akron, Ohio 44305
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|
|
September 19, 2008
Metropolitan Edison Company
c/o FirstEnergy Corp.
76 South Main Street
Akron, Ohio 44308
Re: Metropolitan Edison Company, Registration Statement on Form S-3
Ladies and Gentlemen:
I am Associate General Counsel of FirstEnergy Corp., an Ohio corporation (FirstEnergy).
This opinion is furnished to you in connection with the Registration Statement
on Form S-3, as may be amended from time to time (the Registration Statement),
filed on September 19, 2008 by FirstEnergy and Metropolitan Edison Company, a
Pennsylvania corporation and a wholly owned electric utility operating subsidiary
of FirstEnergy (the Company)
and several other registrants named therein with the Securities and Exchange
Commission (the Commission)
under the Securities Act of 1933, as amended (the Act).
The Registration Statement relates to, among other things, the offering and sale
from time to time, as set forth in the Registration Statement, the form of prospectus
relating to the Company contained therein (the
Prospectus)
and one or more supplements to the Prospectus (each, a Prospectus Supplement),
by the Company of an unspecified number or amount and aggregate initial offering
price of one or more series of senior unsecured debt securities (the Debt
Securities). The Debt Securities may be issued, sold and delivered from time to time under the Registration Statement, the Prospectus and one or more Prospectus Supplements pursuant to Rule 415 under
the Act. This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.
In connection with this opinion, I or persons under my supervision and control have reviewed originals or copies, certified or otherwise identified to my satisfaction, of the Registration Statement, including the
Prospectus, one or more Prospectus Supplements, the Indenture, dated as of July 1, 1999 (the Indenture), between the Company and The Bank of New York Mellon,
as trustee (the Trustee), the Companys Amended Articles of Incorporation and the Companys Amended Code of Regulations. In addition, I or persons
under my supervision and control have reviewed originals, or copies certified or otherwise identified to my satisfaction, of such other instruments, certificates, records and documents and such certificates or comparable documents of public
officials and of officers and representatives of the Company, and have reviewed such questions of law, as I have deemed necessary or appropriate for purposes of this opinion. In such review, I have also assumed that the signatures on all documents
examined by me or persons under my supervision and control are genuine, which assumptions I have not independently verified.
In addition, this opinion assumes that:
(a) the Registration Statement will have become effective upon filing under the Act and will remain effective through any offer and sale of Debt Securities;
(b) for each series of Debt Securities the Company offers by means of a Prospectus, the Company will have prepared and filed with the Commission under the Act a Prospectus Supplement which describes that series;
(c) the Company will have offered, issued and sold the Debt Securities in the manner contemplated by the Registration Statement and the relevant Prospectus Supplements and otherwise in compliance with all applicable
federal and state securities laws, and the terms of any such Debt Securities will not violate any applicable law or any debt securities of the Company or result in a default or breach of any agreement binding upon the Company, and comply with any
requirement or restriction imposed by any court or other governmental body having jurisdiction over it;
(d) the Board of Directors of the Company (or any committee of one or more members of that Board which that Board has duly designated (that board or any such committee being the Board)) will have taken all corporate action necessary to authorize the issuance of the Debt Securities to be offered and sold;
(e) the Indenture has been duly authorized, executed and delivered by the Trustee, and that at the time of execution, authentication, issuance and delivery of the Debt Securities, the Indenture will be a valid and binding
obligation of the Trustee, enforceable against the Trustee in accordance with its terms;
(f) the Company and the initial purchasers of the Debt Securities will have duly authorized, executed and delivered a definitive purchase agreement relating to those Debt Securities; and
(g) (i) the Board will have designated and established the terms of the series to which those Debt Securities belong and those Debt Securities will not include any provision that is unenforceable; (ii) the Indenture will
have become qualified under the Trust Indenture Act of 1939, as amended; and (iii) forms of Debt Securities complying with the terms of the Indenture will have been duly executed, authenticated, issued and delivered in accordance with the provisions
of the Indenture.
Based upon the foregoing, and subject to the qualifications and limitations stated herein, I am of the opinion that:
1. The Company has been duly incorporated
and is in good standing under the laws of the State of Pennsylvania, the
jurisdiction of its incorporation.
2. The Indenture has been duly authorized, executed and delivered by the Company and constitutes the legal, valid and binding agreement of the Company, except as may be limited by bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium or other similar laws relating to or affecting creditors rights generally and general equitable principles (whether considered in a proceeding in equity or at law) and subject to an implied covenant of
good faith, fair dealing and reasonableness.
3. When any Debt Securities have been executed, authenticated, issued, delivered and paid for as contemplated by the Registration Statement, the Prospectus and the applicable Prospectus Supplement and in accordance with
the Indenture, such Debt Securities will constitute the legal, valid and binding obligations of the Company, except as may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to or
affecting creditors rights generally and general equitable principles (whether considered in a proceeding in equity or at law) and subject to an implied covenant of good faith, fair dealing and reasonableness.
In connection with this opinion, I have assumed that any authorization of any such Debt Security will not have been modified or rescinded by the Board and there will not have occurred any change in law affecting the
validity or enforceability of such Debt Security.
I consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name in the Prospectus or any Prospectus Supplement forming a part of a Registration
Statement under the caption Legal Matters. In giving this consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Act and the rules and regulations thereunder.
I am a member of the bar of the State of Pennsylvania, and this opinion is limited to the laws of the State of Pennsylvania. Insofar as the opinions expressed herein relate to matters governed
by the laws of the State of New York or the Federal laws of the United States, I have relied upon the opinion of Akin Gump Strauss Hauer & Feld LLP, counsel for Company, which is also being filed as an exhibit to the Registration Statement.
Very truly yours,
/s/ Wendy E. Stark
Wendy E. Stark
Associate General Counsel
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First Energy Corp.
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76 South Main Street
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Exhibit 5(a)-6
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Akron, Ohio 44305
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|
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September 19, 2008
Pennsylvania Electric Company
c/o FirstEnergy Corp.
76 South Main Street
Akron, Ohio 44308
Re: Pennsylvania Electric Company, Registration Statement on Form S-3
Ladies and Gentlemen:
I am Associate General Counsel of FirstEnergy Corp., an Ohio corporation (FirstEnergy).
This opinion is furnished to you in connection with the Registration Statement
on Form S-3, as may be amended from time to time (the Registration Statement),
filed on September 19, 2008 by FirstEnergy and Pennsylvania Electric Company,
a Pennsylvania corporation and a wholly owned electric utility operating subsidiary
of FirstEnergy (the Company)
and several other registrants named therein with the Securities and Exchange
Commission (the Commission)
under the Securities Act of 1933, as amended (the Act).
The Registration Statement relates to, among other things, the offering and sale
from time to time, as set forth in the Registration Statement, the form of prospectus
relating to the Company contained therein (the
Prospectus)
and one or more supplements to the Prospectus (each, a Prospectus Supplement),
by the Company of an unspecified number or amount and aggregate initial offering
price of one or more series of senior unsecured debt securities (the Debt
Securities). The Debt Securities may be issued, sold and delivered from time to time under the Registration Statement, the Prospectus and one or more Prospectus Supplements pursuant to Rule 415 under
the Act. This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.
In connection with this opinion, I or persons under my supervision and control have reviewed originals or copies, certified or otherwise identified to my satisfaction, of the Registration Statement, including the
Prospectus, one or more Prospectus Supplements, the Indenture, dated as of April 1, 1999 (the Indenture), between the Company and The Bank of New York
Mellon, as trustee (the Trustee), the Companys Amended Articles of Incorporation and the Companys Amended Code of Regulations. In addition, I or
persons under my supervision and control have reviewed originals, or copies certified or otherwise identified to my satisfaction, of such other instruments, certificates, records and documents and such certificates or comparable documents of public
officials and of officers and representatives of the Company, and have reviewed such questions of law, as I have deemed necessary or appropriate for purposes of this opinion. In such review, I have also assumed that the signatures on all documents
examined by me or persons under my supervision and control are genuine, which assumptions I have not independently verified.
In addition, this opinion assumes that:
(a) the Registration Statement will have become effective upon filing under the Act and will remain effective through any offer and sale of Debt Securities;
(b) for each series of Debt Securities the Company offers by means of a Prospectus, the Company will have prepared and filed with the Commission under the Act a Prospectus Supplement which describes that series;
(c) the Company will have offered, issued and sold the Debt Securities in the manner contemplated by the Registration Statement and the relevant Prospectus Supplements and otherwise in compliance with all applicable
federal and state securities laws, and the terms of any such Debt Securities will not violate any applicable law or any debt securities of the Company or result in a default or breach of any agreement binding upon the Company, and comply with any
requirement or restriction imposed by any court or other governmental body having jurisdiction over it;
(d) the Board of Directors of the Company (or any committee of one or more members of that Board which that Board has duly designated (that board or any such committee being the Board)) will have taken all corporate action necessary to authorize the issuance of the Debt Securities to be offered and sold;
(e) the Indenture has been duly authorized, executed and delivered by the Trustee, and that at the time of execution, authentication, issuance and delivery of the Debt Securities, the Indenture will be a valid and binding
obligation of the Trustee, enforceable against the Trustee in accordance with its terms;
(f) the Company and the initial purchasers of the Debt Securities will have duly authorized, executed and delivered a definitive purchase agreement relating to those Debt Securities; and
(g) (i) the Board will have designated and established the terms of the series to which those Debt Securities belong and those Debt Securities will not include any provision that is unenforceable; (ii) the Indenture will
have become qualified under the Trust Indenture Act of 1939, as amended; and (iii) forms of Debt Securities complying with the terms of the Indenture will have been duly executed, authenticated, issued and delivered in accordance with the provisions
of the Indenture.
Based upon the foregoing, and subject to the qualifications and limitations stated herein, I am of the opinion that:
1. The Company has been duly
incorporated and is in good standing under the laws of the State of Pennsylvania, the jurisdiction of its incorporation.
2. The Indenture has been duly authorized, executed and delivered by the Company and constitutes the legal, valid and binding agreement of the Company, except as may be limited by bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium or other similar laws relating to or affecting creditors rights generally and general equitable principles (whether considered in a proceeding in equity or at law) and subject to an implied covenant of
good faith, fair dealing and reasonableness.
3. When any Debt Securities have been executed, authenticated, issued, delivered and paid for as contemplated by the Registration Statement, the Prospectus and the applicable Prospectus Supplement and in accordance with
the Indenture, such Debt Securities will constitute the legal, valid and binding obligations of the Company, except as may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to or
affecting creditors rights generally and general equitable principles (whether considered in a proceeding in equity or at law) and subject to an implied covenant of good faith, fair dealing and reasonableness.
In connection with this opinion, I have assumed that any authorization of any such Debt Security will not have been modified or rescinded by the Board and there will not have occurred any change in law affecting the
validity or enforceability of such Debt Security.
I consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name in the Prospectus or any Prospectus Supplement forming a part of a Registration
Statement under the caption Legal Matters. In giving this consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Act and the rules and regulations thereunder.
I am a member of the bar of the State of Pennsylvania, and this opinion is limited to the laws of the State of Pennsylvania. Insofar as the opinions expressed herein relate to matters governed
by the laws of the State of New York or the Federal laws of the United States, I have relied upon the opinion of Akin Gump Strauss Hauer & Feld LLP, counsel for Company, which is also being filed as an exhibit to the Registration Statement.
Very truly yours,
/s/ Wendy E. Stark
Wendy E. Stark
Associate General Counsel
EX-5.(B)
10
c54999_ex-5b.htm
c54999_ex5-b.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing
Exhibit 5(b)
[Thelen LLP Letterhead]
September 19, 2008
Jersey Central Power & Light Company
c/o FirstEnergy Corp.
76 South Main Street
Akron, Ohio 44308-1890
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special counsel to Jersey Central Power & Light Company (the Company) in connection with the Registration
Statement on Form S-3, as may be amended from time to time (the Registration Statement), filed on September 19, 2008 by the Company and several other registrants named therein
with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the 1933 Act). The Registration Statement relates to, among other things, the offering and sale from time to time, as set forth in the Registration Statement, the form of prospectus relating to the Company contained therein (the
Prospectus) and one or more supplements to the Prospectus (each, a Prospectus Supplement), by the Company
of an unspecified number or amount and aggregate initial offering price of one or more series of senior unsecured debt securities (the Debt Securities) of the Company. The Debt
Securities may be issued, sold and delivered from time to time under the Registration Statement, the Prospectus and one or more Prospectus Supplements pursuant to Rule 415 under the Act. This opinion is being furnished in accordance with the
requirements of Item 601(b) (5) of Regulation S-K under the Act. The Debt Securities will be issued under the indenture, dated as of July 1, 1999 (the Indenture), between the
Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee.
We have examined the Registration Statement and such corporate records of the Company and such other instruments, documents, certificates and agreements, including the Indenture, and made such further
investigation as we have deemed necessary as a basis for this opinion.
For the purposes of this opinion, we have assumed that (1) the proposed transactions are carried out on the basis set forth in the Registration Statement and the relevant Prospectus Supplement and in
conformity with the requisite authorizations, approvals, consents or exemptions under the securities laws of the various States and other jurisdictions of the United States, (2) prior to the issuance and delivery of the Debt Securities, all
necessary
Jersey Central Power & Light Company
September 19, 2008
Page 2
corporate action required on the part of the Company shall have been duly taken by the Board of Directors of the Company (or any committee of one or more members of the Board which that Board has duly designated), or otherwise and
all necessary documents relating thereto shall have been executed and delivered, (3) the Registration Statement will have become effective upon filing under the 1933 Act and will remain effective through any offer and sale of the Debt Securities and
(4) the New Jersey Board of Public Utilities shall have issued an order authorizing the issuance of the Debt Securities by the Company.
Based upon the foregoing, we are of the opinion that, subject to the foregoing assumptions and qualifications, the Debt Securities will be duly authorized for issuance.
Certain members of this firm are admitted to the Bar of the State of New Jersey. We express no opinion herein as to the laws of any jurisdiction other than the laws of the State of New Jersey. Our
opinions are limited to the specific issues addressed and are limited in all respects to laws and facts existing on the date of this letter.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and as a part thereof. We also consent to the reference to our firm under Legal Matters in the
Prospectus or any Prospectus Supplement which is a part of the Registration Statement.
Very truly yours,
/s/ Thelen LLP
THELEN LLP
EX-5.(C)
11
c54999_ex-5c.htm
c54999_ex5-c.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing
Exhibit 5(c)-1
September 19, 2008
FirstEnergy Corp.
76 South Main Street
Akron, Ohio 44308
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to FirstEnergy Corp., an Ohio corporation (FirstEnergy), in connection with
the Registration Statement on Form S-3, as may be amended from time to time (the Registration Statement), filed on September 19, 2008 by FirstEnergy and
several other registrants named therein with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the
Act). The Registration Statement relates to, among other things, the offering and sale from time to time, as set forth in the Registration Statement, the
form of prospectus relating to FirstEnergy contained therein (the Prospectus) and one or more supplements to the Prospectus (each, a Prospectus Supplement), by FirstEnergy of an unspecified number or amount and aggregate initial offering price of securities (the Securities) consisting of (a) shares of FirstEnergys common stock, par value $0.10 per share (the Common Stock), (b) shares of FirstEnergys Preferred Stock, par value $100.0 per share (the Preferred Stock), (c) senior unsecured debt
securities of FirstEnergy (the Debt Securities), (d) warrants (the Warrants) to purchase FirstEnergys debt or equity securities, securities of third parties or certain other rights, or any combination of the foregoing, (e) share purchase contracts (the Contracts) obligating holders to purchase from FirstEnergy, and FirstEnergy to sell to holders, shares of Common Stock in the future, and (f) share purchase units (the
Units) consisting of a share purchase contract and either FirstEnergys debt securities or debt obligations of third parties. The Securities may be
issued, sold and delivered from time to time under the Registration Statement, the Prospectus and one or more Prospectus Supplements pursuant to Rule 415 under the Act. This opinion is being furnished in accordance with the requirements of Item
601(b) (5) of Regulation S-K under the Act.
We have examined originals or certified copies of (a) the Indenture for Debt Securities, dated as of November 15, 2001 and filed as Exhibit 4(c) to the Registration Statement (as amended,
supplemented or modified from time to time, the Indenture), between FirstEnergy and The Bank of New York Mellon, as sucessor trustee (the
Trustee), and such other certificates and documents of officials of FirstEnergy, public officials and others as we have deemed appropriate for purposes of
this letter. We
FirstEnergy Corp.
September 19, 2008
Page 2
have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all copies
submitted to us as conformed, certified or reproduced copies, and that the Securities will conform to the applicable specimen thereof filed as an exhibit to the Registration Statement.
In addition, this opinion assumes that:
(a) the Registration Statement will have become effective upon filing under the Act and will remain effective through any offer and sale of Securities;
(b) for each type or series of Securities FirstEnergy offers by means of a Prospectus, FirstEnergy will have prepared and filed with the Commission under the Act a Prospectus Supplement which describes that type or series
and, if Securities of another type or series are issuable on the conversion, exchange, redemption or exercise of the Securities being offered, which also describes that other type or series;
(c) FirstEnergy will have offered, issued and sold the Securities in the manner contemplated by the Registration Statement and the relevant Prospectus Supplements and otherwise in compliance with all applicable federal and
state securities laws, and the terms of any such Securities will not violate any applicable law or any debt securities of FirstEnergy or result in a default or breach of any agreement binding upon FirstEnergy, and comply with any requirement or
restriction imposed by any court or other governmental body having jurisdiction over it;
(d) in the case of Securities of any type which FirstEnergy issues and sells, the Board of Directors of FirstEnergy (or any committee of one or more members of that Board which that Board has duly designated (that board or
any such committee being the Board)) will have taken all corporate action necessary to authorize the issuance of those Securities and the other Securities,
if any, issuable on the conversion, exchange, redemption or exercise of those Securities, and approve the terms of the offering and sale of those Securities;
(e) FirstEnergy and the initial purchasers of the Securities of any type will have duly authorized, executed and delivered a definitive purchase agreement relating to those Securities;
(f) in the case of any Securities issuable on the conversion, exchange, redemption or exercise of other Securities, those Securities will be available for issuance on that conversion, exchange, redemption or exercise;
(g) the Indenture has been duly authorized, executed and delivered by FirstEnergy and the Trustee, and that at the time of execution, authentication, issuance and delivery of the Securities, the Indenture will be valid and
binding obligation of the Trustee, enforceable against the Trustee in accordance with its terms;
FirstEnergy Corp.
September 19, 2008
Page 3
(h) in the case of Debt Securities of any series, (i) the Board will have designated and established the terms of the series to which those Debt Securities belong and those Debt Securities will not include any provision
that is unenforceable; (ii) the Indenture will have become qualified under the Trust Indenture Act of 1939, as amended; and (iii) forms of Debt Securities complying with the terms of the Indenture and evidencing those Debt Securities will have been
duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture;
(i) in
the case of Preferred Stock of any series, the Board will have duly adopted resolutions
designating and establishing the terms of that series, and FirstEnergy will have
caused any required statements respecting that series to be prepared and filed
with the Secretary of State of the State of Ohio;
(j) in the case of shares of Common Stock or Preferred Stock, certificates representing such shares will have been duly executed, countersigned, registered and delivered in accordance with the provisions of
FirstEnergys Amended Articles of Incorporation, Ohio law and the provisions of the applicable purchase agreement under which FirstEnergy will sell those Securities;
(k) in the case of each share of Common Stock or Preferred Stock, the purchase price therefor payable to FirstEnergy, or, if such share is issuable on the conversion, exchange, redemption or exercise of another Security,
the consideration payable to FirstEnergy for that conversion, exchange, redemption or exercise, will not be less than the par value of that share;
(l) in the case of Warrants, (i) the Board will have designated and established the terms of such Warrants and any related warrant agreement and such Warrants and related warrant agreement will not include any provision
that is unenforceable; (ii) forms of such Warrants complying with the terms of the related warrant agreement and evidencing those Warrants will have been duly executed and delivered in accordance with the provisions of the related warrant agreement;
and (iii) any such warrant agreement shall have been duly authorized, executed and delivered by the parties thereto, and shall be valid and binding obligation of such parties, enforceable against such parties in accordance with its terms, and shall
purport to be governed by the laws of the State of New York; and
(m) in the case of Contracts or Units, (i) the Board will have designated and established the terms of such Contracts or Units and any related purchase contract agreements and such
Contracts or Units and related purchase contract agreements will not include any provision that is unenforceable; (ii) forms of such Contracts or Units complying with the terms of the related purchase contract agreements and evidencing those
Contracts or Units will have been duly executed and delivered in accordance with the provisions of the related purchase contract agreements; and (iii) any such purchase contract agreements shall have been duly authorized, executed and delivered by
the parties thereto, and shall be valid and binding obligation of such parties, enforceable against such parties in accordance with its terms and shall purport to be governed by the laws of the State of New York.
FirstEnergy Corp.
September 19, 2008
Page 4
Based upon the foregoing and subject to the assumptions, exceptions, qualifications and limitations set forth hereinafter, we are of the opinion that:
1. With respect to Securities constituting Debt Securities, the Indenture constitutes the legal, valid and binding
agreement of FirstEnergy and when such Debt Securities have been duly executed, authenticated, issued, delivered and paid for as contemplated by the Registration Statement, the Prospectus and the applicable Prospectus Supplement and in accordance
with the terms of Indenture, such Debt Securities (including any Debt Securities duly issued upon conversion, exchange or exercise of any other Security in accordance with the terms of such Security or the instrument governing such Security
providing for such conversion, exchange or exercise as approved by the Board (as defined below) will be valid and binding obligations of FirstEnergy.
2. With respect to Securities constituting Warrants, when such Warrants have been duly executed, countersigned, issued,
delivered and paid for as contemplated by the Registration Statement, the Prospectus, and the applicable Prospectus Supplement and in accordance with the applicable warrant agreement, such Warrants will be valid and binding obligations of
FirstEnergy.
3. With respect to Securities constituting Contracts or Units, when such Contracts or Units have been duly executed,
countersigned, issued, delivered, and paid for as contemplated by the Registration Statement, the Prospectus and the applicable Prospectus Supplement in accordance with the applicable purchase contract agreement, such Contracts or Units will be
valid and binding obligations of FirstEnergy.
The opinions and other matters in this letter are qualified in their entirety and subject to the following:
A. We express no opinion as to the laws of any jurisdiction other than the Included Laws. We have made no special investigation or review of any published constitutions, treaties, laws, rules
or regulations or judicial or administrative decisions (Laws), other than a review of (i) the Laws of the State of New York, and (ii) the Federal Laws of the
United States of America. For purposes of this letter, the term Included Laws means the items described in clauses (i) and (ii) of the preceding sentence
that are, in our experience, normally applicable to transactions of the type contemplated in the Indenture. The term Included Laws specifically excludes (a) Laws of any counties, cities, towns, municipalities and special political subdivisions and
any agencies thereof and (b) Laws relating to land use, zoning and building code issues, taxes, environmental issues, intellectual property Laws, antitrust issues and Federal Reserve Board margin regulation issues.
B. The matters expressed in this letter are subject to and qualified and limited by (i) applicable bankruptcy, insolvency, fraudulent transfer and conveyance, reorganization, moratorium and
similar laws affecting creditors rights and remedies generally, (ii) general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific
performance or injunctive relief (regardless of whether considered in a
FirstEnergy Corp.
September 19, 2008
Page 5
proceeding at law or in equity), and (iii) securities Laws and public policy underlying such Laws with respect to rights to indemnification and contribution.
C. This opinion letter is limited to the matters stated herein and no opinion is to be inferred or implied beyond the opinions set forth herein. We undertake no, and hereby disclaim any,
obligation to make any inquiry after the date hereof or to advise you of any future changes in any matter set forth herein, whether based in a change in the law, a change in any fact relating to FirstEnergy or any other person or any other
circumstance.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the Prospectus or any Prospectus Supplement forming a part of the
Registration Statement under the caption Legal Matters. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act and the rules and regulations
thereunder.
Very truly yours,
/s/ Akin, Gump, Strauss, Hauer & Feld, L.L.P.
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
Exhibit 5(c)-2
Akin Gump Strauss Hauer & Feld LLP
Attorneys at Law
590 Madison Avenue
New York, New York 10022-2524
September 19, 2008
Ohio Edison Company
c/o FirstEnergy Corp.
76 South Main Street
Akron, Ohio 44308
Re: Ohio Edison Company, Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special counsel to Ohio Edison Company, an Ohio corporation (the Company),
in connection with the Registration Statement on Form S-3, as may be amended
from time to time (the
Registration Statement),
filed on September 19, 2008 by the Company and several other registrants named
therein with the Securities and Exchange Commission (the Commission)
under the Securities Act of 1933, as amended (the Act).
The Registration Statement relates to, among other things, the offering and sale
from time to time, as set forth in the Registration Statement, the form of prospectus
relating to the Company contained therein (the
Prospectus)
and one or more supplements to the Prospectus (each, a Prospectus Supplement),
by the Company of an unspecified number or amount and aggregate initial offering
price of one or more series of senior unsecured debt securities (the Debt
Securities) of the Company. The
Debt Securities may be issued, sold and delivered from time to time under the
Registration Statement, the Prospectus and one or more Prospectus Supplements
pursuant to Rule 415 under the Act. This opinion is being furnished in accordance
with the requirements of Item 601(b) (5) of Regulation S-K under the Act.
In our capacity as such counsel, we have either participated in the preparation of or have reviewed and are familiar with the Registration Statement, including the Prospectus, one or more Prospectus Supplements, and the
Indenture, dated as of April 1, 2003 (the Indenture), between the Company and The Bank of New York Mellon, as trustee (the Trustee). We have also reviewed such other documents and have satisfied ourselves as to such other matters as we have deemed necessary in order to render this opinion. We have also assumed
that the signatures on all documents examined by us are genuine, which assumptions we have not independently verified.
In addition, this opinion assumes that:
FirstEnergy Corp.
September 19, 2008
Page 2
(a) the Company is a corporation duly incorporated and validly existing in good standing under the laws of the State of Ohio;
(b) the Registration Statement will have become effective upon filing under the Act and will remain effective through any offer and sale of Debt Securities;
(c) for each series of Debt Securities the Company offers by means of a Prospectus, the Company will have prepared and filed with the Commission under the Act a Prospectus Supplement which describes that series;
(d) the Company will have offered, issued and sold the Debt Securities in the manner contemplated by the Registration Statement and the relevant Prospectus Supplements and otherwise in compliance with all applicable
federal and state securities laws, and the terms of any such Debt Securities will not violate any applicable law or any debt securities of the Company or result in a default or breach of any agreement binding upon the Company, and comply with any
requirement or restriction imposed by any court or other governmental body having jurisdiction over it;
(e) the Board of Directors of the Company (or any committee of one or more members of that Board which that Board has duly designated (that board or any such committee being the Board)) will have taken all corporate action necessary to authorize the issuance of the Debt Securities to be offered and sold;
(g) the Indenture has been duly authorized, executed and delivered by the Company and the Trustee, and that at the time of execution, authentication, issuance and delivery of the Debt Securities, the Indenture will be
valid and binding obligation of the Trustee, enforceable against Trustee in accordance with its terms;
(h) the Company and the initial purchasers of the Debt Securities will have duly authorized, executed and delivered a definitive purchase agreement relating to those Debt Securities; and
(i) (a) the Board will have designated and established the terms of the series to which those Debt Securities belong and those Debt Securities will not include any provision that is unenforceable; (b) the Indenture will
have become qualified under the Trust Indenture Act of 1939, as amended; and (c) forms of Debt Securities complying with the terms of the Indenture evidencing the Senior Unsecured Debt Securities will have been duly executed, authenticated, issued
and delivered in accordance with the provisions of the Indenture.
Based upon the foregoing and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that:
FirstEnergy Corp.
September 19, 2008
Page 3
1. The
Indenture constitutes the legal, valid and binding agreement of the Company.
2. When
any Debt Securities have been executed, authenticated, issued, delivered and
paid for as contemplated by the Registration Statement, the Prospectus and the
applicable Prospectus Supplement and in accordance with the Indenture, such
Debt Securities will constitute the legal, valid and binding obligations of the
Company.
The opinions and other matters in this letter are qualified in their entirety and subject to the following:
A. We express no opinion as to the laws of any jurisdiction other than the Included Laws. We have made no special
investigation or review of any published constitutions, treaties, laws, rules or regulations or judicial or administrative decisions (Laws), other than a
review of (i) the Laws of the State of New York, and (ii) the Federal Laws of the United States of America. For purposes of this letter, the term Included Laws means the items described in clauses (i) and (ii) of the preceding sentence that are, in our experience, normally applicable to transactions of the type contemplated in the Indenture. The term Included Laws specifically excludes
(a) Laws of any counties, cities, towns, municipalities and special political subdivisions and any agencies thereof and (b) Laws relating to land use, zoning and building code issues, taxes, environmental issues, intellectual property Laws,
antitrust issues and Federal Reserve Board margin regulation issues.
B. The matters expressed in this letter are subject to and qualified and limited by (i) applicable bankruptcy, insolvency, fraudulent transfer and conveyance, reorganization, moratorium and
similar laws affecting creditors rights and remedies generally, (ii) general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific
performance or injunctive relief (regardless of whether considered in a proceeding at law or in equity), and (iii) securities Laws and public policy underlying such Laws with respect to rights to indemnification and contribution.
C. This opinion letter is limited to the matters stated herein and no opinion is to be inferred or implied beyond the opinions set forth herein. We undertake no, and hereby disclaim any,
obligation to make any inquiry after the date hereof or to advise you of any future changes in any matter set forth herein, whether based in a change in the law, a change in any fact relating to the Company or any other person or any other
circumstance.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the Prospectus or any Prospectus Supplement forming a part of the
Registration Statement under the caption Legal Matters. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act and the rules and regulations
thereunder.
FirstEnergy Corp.
September 19, 2008
Page 4
Very truly yours,
/s/ Akin, Gump, Strauss, Hauer & Feld, L.L.P.
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
Exhibit 5(c)-3
Akin Gump Strauss Hauer & Feld LLP
Attorneys at Law
590 Madison Avenue
New York, New York 10022-2524
September 19, 2008
The Cleveland Electric Illuminating Company
c/o FirstEnergy Corp.
76 South Main Street
Akron, Ohio 44308
Re: The Cleveland Electric Illuminating Company, Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special counsel to The Cleveland Electric Illuminating Company, an Ohio corporation (the Company), in connection with the Registration Statement on Form S-3, as may be amended from time to time (the Registration Statement), filed on
September 19, 2008 by the Company and several other registrants named therein with the Securities and Exchange Commission (the Commission) under the
Securities Act of 1933, as amended (the Act). The Registration Statement relates to, among other things, the offering and sale from time to time, as set
forth in the Registration Statement, the form of prospectus relating to the Company contained therein (the Prospectus) and one or more supplements to the
Prospectus (each, a Prospectus Supplement), by the Company of an unspecified number or amount and aggregate initial offering price of one or more series of
senior unsecured debt securities (the Debt Securities) of the Company. The Debt Securities may be issued, sold and delivered from time to time under the
Registration Statement, the Prospectus and one or more Prospectus Supplements pursuant to Rule 415 under the Act. This opinion is being furnished in accordance with the requirements of Item 601(b) (5) of Regulation S-K under the Act.
In our capacity as such counsel, we have either participated in the preparation of or have reviewed and are familiar with the Registration Statement, including the Prospectus, one or more Prospectus Supplements, and the
Indenture, dated as of December 1, 2003 (the Indenture), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the
Trustee). We have also reviewed such other documents and have satisfied ourselves as to such other matters as we have deemed necessary in order to render
this opinion. We have also assumed that the signatures on all documents examined by us are genuine, which assumptions we have not independently verified.
In addition, this opinion assumes that:
FirstEnergy Corp.
September 19, 2008
Page 2
(a) the Company is a corporation duly incorporated and validly existing in good standing under the laws of the State of Ohio;
(b) the Registration Statement will have become effective upon filing under the Act and will remain effective through any offer and sale of Debt Securities;
(c) for each series of Debt Securities the Company offers by means of a Prospectus, the Company will have prepared and filed with the Commission under the Act a Prospectus Supplement which describes that series;
(d) the Company will have offered, issued and sold the Debt Securities in the manner contemplated by the Registration Statement and the relevant Prospectus Supplements and otherwise in compliance with all applicable
federal and state securities laws, and the terms of any such Debt Securities will not violate any applicable law or any debt securities of the Company or result in a default or breach of any agreement binding upon the Company, and comply with any
requirement or restriction imposed by any court or other governmental body having jurisdiction over it;
(e) the Board of Directors of the Company (or any committee of one or more members of that Board which that Board has duly designated (that board or any such committee being the Board)) will have taken all corporate action necessary to authorize the issuance of the Debt Securities to be offered and sold;
(g) the Indenture has been duly authorized, executed and delivered by the Company and the Trustee, and that at the time of execution, authentication, issuance and delivery of the Debt Securities, the Indenture will be
valid and binding obligation of the Trustee, enforceable against Trustee in accordance with its terms;
(h) the Company and the initial purchasers of the Debt Securities will have duly authorized, executed and delivered a definitive purchase agreement relating to those Debt Securities; and
(i) (a) the Board will have designated and established the terms of the series to which those Debt Securities belong and those Debt Securities will not include any provision that is unenforceable; (b) the Indenture will
have become qualified under the Trust Indenture Act of 1939, as amended; and (c) forms of Debt Securities complying with the terms of the Indenture evidencing the Senior Unsecured Debt Securities will have been duly executed, authenticated, issued
and delivered in accordance with the provisions of the Indenture.
Based upon the foregoing and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that:
1. The Indenture constitutes the legal, valid and binding agreement of the Company.
FirstEnergy Corp.
September 19, 2008
Page 3
2. When any Debt Securities have been executed, authenticated, issued, delivered and paid for as contemplated by the Registration Statement, the Prospectus and the applicable Prospectus Supplement and in accordance with the
Indenture, such Debt Securities will constitute the legal, valid and binding obligations of the Company.
The opinions and other matters in this letter are qualified in their entirety and subject to the following:
A. We express no opinion as to the laws of any jurisdiction other than the Included Laws. We have made no special
investigation or review of any published constitutions, treaties, laws, rules or regulations or judicial or administrative decisions (Laws), other than a
review of (i) the Laws of the State of New York, and (ii) the Federal Laws of the United States of America. For purposes of this letter, the term Included Laws means the items described in clauses (i) and (ii) of the preceding sentence that are, in our experience, normally applicable to transactions of the type contemplated in the Indenture. The term Included Laws specifically excludes
(a) Laws of any counties, cities, towns, municipalities and special political subdivisions and any agencies thereof and (b) Laws relating to land use, zoning and building code issues, taxes, environmental issues, intellectual property Laws,
antitrust issues and Federal Reserve Board margin regulation issues.
B. The matters expressed in this letter are subject to and qualified and limited by (i) applicable bankruptcy, insolvency, fraudulent transfer and conveyance, reorganization, moratorium and
similar laws affecting creditors rights and remedies generally, (ii) general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific
performance or injunctive relief (regardless of whether considered in a proceeding at law or in equity), and (iii) securities Laws and public policy underlying such Laws with respect to rights to indemnification and contribution.
C. This opinion letter is limited to the matters stated herein and no opinion is to be inferred or implied beyond the opinions set forth herein. We undertake no, and hereby disclaim any,
obligation to make any inquiry after the date hereof or to advise you of any future changes in any matter set forth herein, whether based in a change in the law, a change in any fact relating to the Company or any other person or any other
circumstance.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the Prospectus or any Prospectus Supplement forming a part of the
Registration Statement under the caption Legal Matters. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act and the rules and regulations
thereunder.
FirstEnergy Corp.
September 19, 2008
Page 4
Very truly yours,
/s/ Akin, Gump, Strauss, Hauer & Feld, L.L.P.
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
Exhibit 5(c)-4
Akin Gump Strauss Hauer & Feld LLP
Attorneys at Law
590 Madison Avenue
New York, New York 10022-2524
September 19, 2008
The Toledo Edison Company
c/o FirstEnergy Corp.
76 South Main Street
Akron, Ohio 44308
Re: The Toledo Edison Company, Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special counsel to The Toledo Edison Company, an Ohio corporation (the Company), in
connection with the Registration Statement on Form S-3, as may be amended from time to time (the Registration Statement), filed on September 19, 2008 by the
Company and several other registrants named therein with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended
(the Act). The Registration Statement relates to, among other things, the offering and sale from time to time, as set forth in the Registration Statement,
the form of prospectus relating to the Company contained therein (the Prospectus) and one or more supplements to the Prospectus (each, a
Prospectus Supplement), by the Company of an unspecified number or amount and aggregate initial offering price of one or more series of senior unsecured debt
securities (the Debt Securities) of the Company. The Debt Securities may be issued, sold and delivered from time to time under the Registration Statement,
the Prospectus and one or more Prospectus Supplements pursuant to Rule 415 under the Act. This opinion is being furnished in accordance with the requirements of Item 601(b) (5) of Regulation S-K under the Act.
In our capacity as such counsel, we have either participated in the preparation of or have reviewed and are familiar with the Registration Statement, including the Prospectus, one or more Prospectus Supplements, and the
Indenture, dated as of November 1, 2006 (the Indenture), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the
Trustee). We have also reviewed such other documents and have satisfied ourselves as to such other matters as we have deemed necessary in order to render
this opinion. We have also assumed that the signatures on all documents examined by us are genuine, which assumptions we have not independently verified.
In addition, this opinion assumes that:
FirstEnergy Corp.
September 19, 2008
Page 2
(a) the Company is a corporation duly incorporated and validly existing in good standing under the laws of the State of Ohio;
(b) the Registration Statement will have become effective upon filing under the Act and will remain effective through any offer and sale of Debt Securities;
(c) for each series of Debt Securities the Company offers by means of a Prospectus, the Company will have prepared and filed with the Commission under the Act a Prospectus Supplement which describes that series;
(d) the Company will have offered, issued and sold the Debt Securities in the manner contemplated by the Registration Statement and the relevant Prospectus Supplements and otherwise in compliance with all applicable
federal and state securities laws, and the terms of any such Debt Securities will not violate any applicable law or any debt securities of the Company or result in a default or breach of any agreement binding upon the Company, and comply with any
requirement or restriction imposed by any court or other governmental body having jurisdiction over it;
(e) the Board of Directors of the Company (or any committee of one or more members of that Board which that Board has duly designated (that board or any such committee being the Board)) will have taken all corporate action necessary to authorize the issuance of the Debt Securities to be offered and sold;
(g) the Indenture has been duly authorized, executed and delivered by the Company and the Trustee, and that at the time of execution, authentication, issuance and delivery of the Debt Securities, the Indenture will be
valid and binding obligation of the Trustee, enforceable against Trustee in accordance with its terms;
(h) the Company and the initial purchasers of the Debt Securities will have duly authorized, executed and delivered a definitive purchase agreement relating to those Debt Securities; and
(i) (a) the Board will have designated and established the terms of the series to which those Debt Securities belong and those Debt Securities will not include any provision that is unenforceable; (b) the Indenture will
have become qualified under the Trust Indenture Act of 1939, as amended; and (c) forms of Debt Securities complying with the terms of the Indenture evidencing the Senior Unsecured Debt Securities will have been duly executed, authenticated, issued
and delivered in accordance with the provisions of the Indenture.
Based upon the foregoing and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that:
1. The Indenture constitutes the legal, valid and binding agreement of the Company.
FirstEnergy Corp.
September 19, 2008
Page 3
2. When any Debt Securities have been executed, authenticated, issued, delivered and paid for as contemplated by the Registration Statement, the Prospectus and the applicable Prospectus Supplement and in accordance with the
Indenture, such Debt Securities will constitute the legal, valid and binding obligations of the Company.
The opinions and other matters in this letter are qualified in their entirety and subject to the following:
A. We express no opinion as to the laws of any jurisdiction other than the Included Laws. We have made no special
investigation or review of any published constitutions, treaties, laws, rules or regulations or judicial or administrative decisions (Laws), other than a
review of (i) the Laws of the State of New York, and (ii) the Federal Laws of the United States of America. For purposes of this letter, the term Included Laws means the items described in clauses (i) and (ii) of the preceding sentence that are, in our experience, normally applicable to transactions of the type contemplated in the Indenture. The term Included Laws specifically excludes
(a) Laws of any counties, cities, towns, municipalities and special political subdivisions and any agencies thereof and (b) Laws relating to land use, zoning and building code issues, taxes, environmental issues, intellectual property Laws,
antitrust issues and Federal Reserve Board margin regulation issues.
B. The matters expressed in this letter are subject to and qualified and limited by (i) applicable bankruptcy, insolvency, fraudulent transfer and conveyance, reorganization, moratorium and
similar laws affecting creditors rights and remedies generally, (ii) general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific
performance or injunctive relief (regardless of whether considered in a proceeding at law or in equity), and (iii) securities Laws and public policy underlying such Laws with respect to rights to indemnification and contribution.
C. This opinion letter is limited to the matters stated herein and no opinion is to be inferred or implied beyond the opinions set forth herein. We undertake no, and hereby disclaim any,
obligation to make any inquiry after the date hereof or to advise you of any future changes in any matter set forth herein, whether based in a change in the law, a change in any fact relating to the Company or any other person or any other
circumstance.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the Prospectus or any Prospectus Supplement forming a part of the
Registration Statement under the caption Legal Matters. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act and the rules and regulations
thereunder.
FirstEnergy Corp.
September 19, 2008
Page 4
Very truly yours,
/s/ Akin, Gump, Strauss, Hauer & Feld, L.L.P.
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
Exhibit 5(c)-5
Akin Gump Strauss Hauer & Feld LLP
Attorneys at Law
590 Madison Avenue
New York, New York 10022-2524
September 19, 2008
Jersey Central Power & Light Company
c/o FirstEnergy Corp.
76 South Main Street
Akron, Ohio 44308
Re: Jersey Central Power & Light Company, Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special counsel to Jersey Central Power & Light Company, a New Jersey corporation (the Company), in connection with the Registration Statement on Form S-3, as may be amended from time to time (the Registration Statement), filed on
September 19, 2008 by the Company and several other registrants named therein with the Securities and Exchange Commission (the Commission) under the
Securities Act of 1933, as amended (the Act). The Registration Statement relates to, among other things, the offering and sale from time to time, as set
forth in the Registration Statement, the form of prospectus relating to the Company contained therein (the Prospectus) and one or more supplements to the
Prospectus (each, a Prospectus Supplement), by the Company of an unspecified number or amount and aggregate initial offering price of one or more series of
senior unsecured debt securities (the Debt Securities) of the Company. The Debt Securities may be issued, sold and delivered from time to time under the
Registration Statement, the Prospectus and one or more Prospectus Supplements pursuant to Rule 415 under the Act. This opinion is being furnished in accordance with the requirements of Item 601(b) (5) of Regulation S-K under the Act.
In our capacity as such counsel, we have either participated in the preparation of or have reviewed and are familiar with the Registration Statement, including the Prospectus, one or more Prospectus Supplements, and the
Indenture, dated as of July 1, 1999 (the Indenture), between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (the
Trustee). We have also reviewed such other documents and have satisfied ourselves as to such other matters as we have deemed necessary in order to render
this opinion. We have also assumed that the signatures on all documents examined by us are genuine, which assumptions we have not independently verified.
In addition, this opinion assumes that:
FirstEnergy Corp.
September 19, 2008
Page 2
(a) the Company is a corporation duly incorporated and validly existing in good standing under the laws of the State of New Jersey;
(b) the Registration Statement will have become effective upon filing under the Act and will remain effective through any offer and sale of Debt Securities;
(c) for each series of Debt Securities the Company offers by means of a Prospectus, the Company will have prepared and filed with the Commission under the Act a Prospectus Supplement which describes that series;
(d) the Company will have offered, issued and sold the Debt Securities in the manner contemplated by the Registration Statement and the relevant Prospectus Supplements and otherwise in compliance with all applicable
federal and state securities laws, and the terms of any such Debt Securities will not violate any applicable law or any debt securities of the Company or result in a default or breach of any agreement binding upon the Company, and comply with any
requirement or restriction imposed by any court or other governmental body having jurisdiction over it;
(e) the Board of Directors of the Company (or any committee of one or more members of that Board which that Board has duly designated (that board or any such committee being the Board)) will have taken all corporate action necessary to authorize the issuance of the Debt Securities to be offered and sold;
(g) the Indenture has been duly authorized, executed and delivered by the Company and the Trustee, and that at the time of execution, authentication, issuance and delivery of the Debt Securities, the Indenture will be
valid and binding obligation of the Trustee, enforceable against Trustee in accordance with its terms;
(h) the Company and the initial purchasers of the Debt Securities will have duly authorized, executed and delivered a definitive purchase agreement relating to those Debt Securities; and
(i) (a) the Board will have designated and established the terms of the series to which those Debt Securities belong and those Debt Securities will not include any provision that is unenforceable; (b) the Indenture will
have become qualified under the Trust Indenture Act of 1939, as amended; and (c) forms of Debt Securities complying with the terms of the Indenture evidencing the Senior Unsecured Debt Securities will have been duly executed, authenticated, issued
and delivered in accordance with the provisions of the Indenture.
Based upon the foregoing and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that:
1. The Indenture constitutes the legal, valid and binding agreement of the Company.
FirstEnergy Corp.
September 19, 2008
Page 3
2. When any Debt Securities have been executed, authenticated, issued, delivered and paid for as contemplated by the Registration Statement, the Prospectus and the applicable Prospectus Supplement and in accordance with the
Indenture, such Debt Securities will constitute the legal, valid and binding obligations of the Company.
The opinions and other matters in this letter are qualified in their entirety and subject to the following:
A. We express no opinion as to the laws of any jurisdiction other than the Included Laws. We have made no special
investigation or review of any published constitutions, treaties, laws, rules or regulations or judicial or administrative decisions (Laws), other than a
review of (i) the Laws of the State of New York, and (ii) the Federal Laws of the United States of America. For purposes of this letter, the term Included Laws means the items described in clauses (i) and (ii) of the preceding sentence that are, in our experience, normally applicable to transactions of the type contemplated in the Indenture. The term Included Laws specifically excludes
(a) Laws of any counties, cities, towns, municipalities and special political subdivisions and any agencies thereof and (b) Laws relating to land use, zoning and building code issues, taxes, environmental issues, intellectual property Laws,
antitrust issues and Federal Reserve Board margin regulation issues.
B. The matters expressed in this letter are subject to and qualified and limited by (i) applicable bankruptcy, insolvency, fraudulent transfer and conveyance, reorganization, moratorium and
similar laws affecting creditors rights and remedies generally, (ii) general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific
performance or injunctive relief (regardless of whether considered in a proceeding at law or in equity), and (iii) securities Laws and public policy underlying such Laws with respect to rights to indemnification and contribution.
C. This opinion letter is limited to the matters stated herein and no opinion is to be inferred or implied beyond the opinions set forth herein. We undertake no, and hereby disclaim any,
obligation to make any inquiry after the date hereof or to advise you of any future changes in any matter set forth herein, whether based in a change in the law, a change in any fact relating to the Company or any other person or any other
circumstance.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the Prospectus or any Prospectus Supplement forming a part of the
Registration Statement under the caption Legal Matters. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act and the rules and regulations
thereunder.
FirstEnergy Corp.
September 19, 2008
Page 4
Very truly yours,
/s/ Akin, Gump, Strauss, Hauer & Feld, L.L.P.
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
Exhibit 5(c)-6
Akin Gump Strauss Hauer & Feld LLP
Attorneys at Law
590 Madison Avenue
New York, New York 10022-2524
September 19, 2008
Metropolitan Edison Company
c/o FirstEnergy Corp.
76 South Main Street
Akron, Ohio 44308
Re: Metropolitan Edison Company, Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special counsel to Metropolitan Edison Company, a Pennsylvania corporation (the Company), in connection with the Registration Statement on Form S-3, as may be amended from time to time (the Registration Statement), filed on
September 19, 2008 by the Company and several other registrants named therein with the Securities and Exchange Commission (the Commission) under the
Securities Act of 1933, as amended (the Act). The Registration Statement relates to, among other things, the offering and sale from time to time, as set
forth in the Registration Statement, the form of prospectus relating to the Company contained therein (the Prospectus) and one or more supplements to the
Prospectus (each, a Prospectus Supplement), by the Company of an unspecified number or amount and aggregate initial offering price of one or more series of
senior unsecured debt securities (the Debt Securities) of the Company. The Debt Securities may be issued, sold and delivered from time to time under the
Registration Statement, the Prospectus and one or more Prospectus Supplements pursuant to Rule 415 under the Act. This opinion is being furnished in accordance with the requirements of Item 601(b) (5) of Regulation S-K under the Act.
In our capacity as such counsel, we have either participated in the preparation of or have reviewed and are familiar with the Registration Statement, including the Prospectus, one or more Prospectus Supplements, and the
Indenture, dated as of July 1, 1999, as supplemented (the Indenture), between the Company and The Bank of New York Mellon, as successor trustee (the
Trustee). We have also reviewed such other documents and have satisfied ourselves as to such other matters as we have deemed necessary in order to render
this opinion. We have also assumed that the signatures on all documents examined by us are genuine, which assumptions we have not independently verified.
In addition, this opinion assumes that:
FirstEnergy Corp.
September 19, 2008
Page 2
(a) the Company is a corporation duly incorporated and validly existing in good standing under the laws of the Commonwealth of Pennsylvania;
(b) the Registration Statement will have become effective upon filing under the Act and will remain effective through any offer and sale of Debt Securities;
(c) for each series of Debt Securities the Company offers by means of a Prospectus, the Company will have prepared and filed with the Commission under the Act a Prospectus Supplement which describes that series;
(d) the Company will have offered, issued and sold the Debt Securities in the manner contemplated by the Registration Statement and the relevant Prospectus Supplements and otherwise in compliance with all applicable
federal and state securities laws, and the terms of any such Debt Securities will not violate any applicable law or any debt securities of the Company or result in a default or breach of any agreement binding upon the Company, and comply with any
requirement or restriction imposed by any court or other governmental body having jurisdiction over it;
(e) the Board of Directors of the Company (or any committee of one or more members of that Board which that Board has duly designated (that board or any such committee being the Board)) will have taken all corporate action necessary to authorize the issuance of the Debt Securities to be offered and sold;
(g) the Indenture has been duly authorized, executed and delivered by the Company and the Trustee, and that at the time of execution, authentication, issuance and delivery of the Debt Securities, the Indenture will be
valid and binding obligation of the Trustee, enforceable against Trustee in accordance with its terms;
(h) the Company and the initial purchasers of the Debt Securities will have duly authorized, executed and delivered a definitive purchase agreement relating to those Debt Securities; and
(i) (a) the Board will have designated and established the terms of the series to which those Debt Securities belong and those Debt Securities will not include any provision that is unenforceable; (b) the Indenture will
have become qualified under the Trust Indenture Act of 1939, as amended; and (c) forms of Debt Securities complying with the terms of the Indenture evidencing the Senior Unsecured Debt Securities will have been duly executed, authenticated, issued
and delivered in accordance with the provisions of the Indenture.
Based
upon the foregoing and subject to the assumptions, exceptions, qualifications
and limitations set forth herein, we are of the opinion that:
1. The Indenture constitutes the legal, valid and binding agreement of the Company.
FirstEnergy Corp.
September 19, 2008
Page 3
2. When any Debt Securities have been executed, authenticated, issued, delivered and paid for as contemplated by the Registration Statement, the Prospectus and the applicable Prospectus Supplement and in accordance with the
Indenture, such Debt Securities will constitute the legal, valid and binding obligations of the Company.
The opinions and other matters in this letter are qualified in their entirety and subject to the following:
A. We express no opinion as to the laws of any jurisdiction other than the Included Laws. We have made no special
investigation or review of any published constitutions, treaties, laws, rules or regulations or judicial or administrative decisions (Laws), other than a
review of (i) the Laws of the State of New York, and (ii) the Federal Laws of the United States of America. For purposes of this letter, the term Included Laws means the items described in clauses (i) and (ii) of the preceding sentence that are, in our experience, normally applicable to transactions of the type contemplated in the Indenture. The term Included Laws specifically excludes
(a) Laws of any counties, cities, towns, municipalities and special political subdivisions and any agencies thereof and (b) Laws relating to land use, zoning and building code issues, taxes, environmental issues, intellectual property Laws,
antitrust issues and Federal Reserve Board margin regulation issues.
B. The matters expressed in this letter are subject to and qualified and limited by (i) applicable bankruptcy, insolvency, fraudulent transfer and conveyance, reorganization, moratorium and
similar laws affecting creditors rights and remedies generally, (ii) general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific
performance or injunctive relief (regardless of whether considered in a proceeding at law or in equity), and (iii) securities Laws and public policy underlying such Laws with respect to rights to indemnification and contribution.
C. This opinion letter is limited to the matters stated herein and no opinion is to be inferred or implied beyond the opinions set forth herein. We undertake no, and hereby disclaim any,
obligation to make any inquiry after the date hereof or to advise you of any future changes in any matter set forth herein, whether based in a change in the law, a change in any fact relating to the Company or any other person or any other
circumstance.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the Prospectus or any Prospectus Supplement forming a part of the
Registration Statement under the caption Legal Matters. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act and the rules and regulations
thereunder.
FirstEnergy Corp.
September 19, 2008
Page 4
Very truly yours,
/s/ Akin, Gump, Strauss, Hauer & Feld, L.L.P.
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
Exhibit 5(c)-7
Akin Gump Strauss Hauer & Feld LLP
Attorneys at Law
590 Madison Avenue
New York, New York 10022-2524
September 19, 2008
Pennsylvania Electric Company
c/o FirstEnergy Corp.
76 South Main Street
Akron, Ohio 44308
Re: Pennsylvania Electric Company, Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special counsel to Pennsylvania Electric Company, a Pennsylvania corporation (the Company), in connection with the Registration Statement on Form S-3, as may be amended from time to time (the Registration Statement), filed on
September 19, 2008 by the Company and several other registrants named therein with the Securities and Exchange Commission (the Commission) under the
Securities Act of 1933, as amended (the Act). The Registration Statement relates to, among other things, the offering and sale from time to time, as set
forth in the Registration Statement, the form of prospectus relating to the Company contained therein (the Prospectus) and one or more supplements to the
Prospectus (each, a Prospectus Supplement), by the Company of an unspecified number or amount and aggregate initial offering price of one or more series of
senior unsecured debt securities (the Debt Securities) of the Company. The Debt Securities may be issued, sold and delivered from time to time under the
Registration Statement, the Prospectus and one or more Prospectus Supplements pursuant to Rule 415 under the Act. This opinion is being furnished in accordance with the requirements of Item 601(b) (5) of Regulation S-K under the Act.
In our capacity as such counsel, we have either participated in the preparation of or have reviewed and are familiar with the Registration Statement, including the Prospectus, one or more Prospectus Supplements, and the
Indenture, dated as of April 1, 1999, as supplemented (the Indenture), between the Company and The Bank of New York Mellon, as successor trustee (the
Trustee). We have also reviewed such other documents and have satisfied ourselves as to such other matters as we have deemed necessary in order to render
this opinion. We have also assumed that the signatures on all documents examined by us are genuine, which assumptions we have not independently verified.
In addition, this opinion assumes that:
FirstEnergy Corp.
September 19, 2008
Page 2
(a) the Company is a corporation duly incorporated and validly existing in good standing under the laws of the Commonwealth of Pennsylvania;
(b) the Registration Statement will have become effective upon filing under the Act and will remain effective through any offer and sale of Debt Securities;
(c) for each series of Debt Securities the Company offers by means of a Prospectus, the Company will have prepared and filed with the Commission under the Act a Prospectus Supplement which describes that series;
(d) the Company will have offered, issued and sold the Debt Securities in the manner contemplated by the Registration Statement and the relevant Prospectus Supplements and otherwise in compliance with all applicable
federal and state securities laws, and the terms of any such Debt Securities will not violate any applicable law or any debt securities of the Company or result in a default or breach of any agreement binding upon the Company, and comply with any
requirement or restriction imposed by any court or other governmental body having jurisdiction over it;
(e) the Board of Directors of the Company (or any committee of one or more members of that Board which that Board has duly designated (that board or any such committee being the Board)) will have taken all corporate action necessary to authorize the issuance of the Debt Securities to be offered and sold;
(g) the Indenture has been duly authorized, executed and delivered by the Company and the Trustee, and that at the time of execution, authentication, issuance and delivery of the Debt Securities, the Indenture will be
valid and binding obligation of the Trustee, enforceable against Trustee in accordance with its terms;
(h) the Company and the initial purchasers of the Debt Securities will have duly authorized, executed and delivered a definitive purchase agreement relating to those Debt Securities; and
(i) (a) the Board will have designated and established the terms of the series to which those Debt Securities belong and those Debt Securities will not include any provision that is unenforceable; (b) the Indenture will
have become qualified under the Trust Indenture Act of 1939, as amended; and (c) forms of Debt Securities complying with the terms of the Indenture evidencing the Senior Unsecured Debt Securities will have been duly executed, authenticated, issued
and delivered in accordance with the provisions of the Indenture.
Based upon the foregoing and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that:
1. The Indenture constitutes the legal, valid and binding agreement of the Company.
FirstEnergy Corp.
September 19, 2008
Page 3
2. When any Debt Securities have been executed, authenticated, issued, delivered and paid for as contemplated by the Registration Statement, the Prospectus and the applicable Prospectus Supplement and in accordance with the
Indenture, such Debt Securities will constitute the legal, valid and binding obligations of the Company.
The
opinions and other matters in this letter are qualified in their entirety and
subject to the following:
A. We express no opinion as to the laws of any jurisdiction
other than the Included Laws. We have made no special investigation or review
of any published constitutions, treaties, laws, rules or regulations or judicial
or administrative decisions (Laws), other than a
review of (i) the Laws of the State of New York, and (ii) the Federal Laws of the United States of America. For purposes of this letter, the term Included Laws means the items described in clauses (i) and (ii) of the preceding sentence that are, in our experience, normally applicable to transactions of the type contemplated in the Indenture. The term Included Laws specifically excludes
(a) Laws of any counties, cities, towns, municipalities and special political subdivisions and any agencies thereof and (b) Laws relating to land use, zoning and building code issues, taxes, environmental issues, intellectual property Laws,
antitrust issues and Federal Reserve Board margin regulation issues.
B. The matters expressed in this letter are subject to and qualified and limited by (i) applicable bankruptcy, insolvency, fraudulent transfer and conveyance, reorganization, moratorium and
similar laws affecting creditors rights and remedies generally, (ii) general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific
performance or injunctive relief (regardless of whether considered in a proceeding at law or in equity), and (iii) securities Laws and public policy underlying such Laws with respect to rights to indemnification and contribution.
C. This opinion letter is limited to the matters stated herein and no opinion is to be inferred or implied beyond the opinions set forth herein. We undertake no, and hereby disclaim any,
obligation to make any inquiry after the date hereof or to advise you of any future changes in any matter set forth herein, whether based in a change in the law, a change in any fact relating to the Company or any other person or any other
circumstance.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the Prospectus or any Prospectus Supplement forming a part of the
Registration Statement under the caption Legal Matters. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act and the rules and regulations
thereunder.
FirstEnergy Corp.
September 19, 2008
Page 4
Very truly yours,
/s/ Akin, Gump, Strauss, Hauer & Feld, L.L.P.
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
EX-12.(B)
12
c54999_ex-12b.htm
c54999_ex-12b.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing
EXHIBIT 12(b)
THE CLEVELAND ELECTRIC ILLUMINATING COMPANY |
|
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES |
|
|
|
Six Months Ended |
|
|
June 30, |
|
|
2008 |
|
2007 |
|
|
(Dollars in thousands) |
EARNINGS AS DEFINED IN REGULATION S-K: |
|
|
Income before extraordinary items |
|
$ |
124,424 |
|
$ |
132,498 |
Interest and other charges, before
reduction for amounts capitalized and deferred |
|
|
63,455 |
|
|
73,007 |
Provision for income taxes |
|
|
64,105 |
|
|
76,915 |
Interest element of rentals charged to income (a) |
|
|
916 |
|
|
22,278 |
|
Earnings as defined |
|
$ |
252,900 |
|
$ |
304,698 |
|
FIXED CHARGES AS DEFINED IN REGULATION S-K: |
|
|
|
|
Interest before reduction for amounts capitalized and deferred |
|
$ |
63,455 |
|
$ |
73,007 |
Interest element of rentals charged to income (a) |
|
|
916 |
|
|
22,278 |
|
Fixed charges as defined |
|
$ |
64,371 |
|
$ |
95,285 |
|
CONSOLIDATED RATIO OF EARNINGS TO FIXED
CHARGES |
|
|
3.93 |
|
|
3.20 |
(a) Includes the interest element of
rentals where determinable plus 1/3 of rental expense where no readily defined
interest element can be determined.
EXHIBIT 12(b)
THE TOLEDO EDISON COMPANY |
|
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES |
|
|
|
Six Months Ended |
|
|
June 30, |
|
|
2008 |
|
2007 |
|
|
(Dollars in thousands) |
EARNINGS AS DEFINED IN REGULATION S-K: |
|
|
|
|
|
|
Income before extraordinary items |
|
$ |
38,322 |
|
$ |
47,731 |
Interest and other charges,
before reduction for amounts capitalized and
deferred |
|
|
11,613 |
|
|
16,419 |
Provision for income taxes |
|
|
15,440 |
|
|
26,489 |
Interest element of rentals charged to income (a) |
|
|
18,859 |
|
|
37,179 |
|
Earnings as defined |
|
$ |
84,234 |
|
$ |
127,818 |
|
FIXED CHARGES AS DEFINED IN REGULATION S-K: |
|
|
|
|
Interest before reduction for amounts capitalized and deferred |
|
$ |
11,613 |
|
$ |
16,419 |
Interest element of rentals charged to income (a) |
|
|
18,859 |
|
|
37,179 |
|
Fixed charges as defined |
|
$ |
30,472 |
|
$ |
53,598 |
|
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES |
|
|
2.76 |
|
|
2.38 |
(a) Includes the interest element of
rentals where determinable plus 1/3 of rental expense where no readily defined
interest element can be determined.
EXHIBIT 12(b)
JERSEY CENTRAL POWER & LIGHT COMPANY
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES
|
|
Six Months Ended |
|
|
June 30, |
|
|
2008 |
|
2007 |
|
|
(Dollars in thousands) |
|
EARNINGS AS DEFINED IN REGULATION S-K: |
|
|
|
|
|
|
Income before extraordinary items |
|
$ |
76,898 |
|
$ |
88,159 |
Interest and other charges,
before reduction for amounts capitalized and
deferred |
|
|
52,946 |
|
|
52,117 |
Provision for income taxes |
|
|
59,871 |
|
|
72,362 |
Interest element of rentals charged to income (a) |
|
|
3,958 |
|
|
4,351 |
|
Earnings as defined |
|
$ |
193,673 |
|
$ |
216,989 |
|
FIXED CHARGES AS DEFINED IN REGULATION S-K: |
|
|
|
|
|
|
|
|
|
|
|
Interest before reduction for amounts capitalized and deferred |
52,946 |
|
|
52,117 |
Interest element of rentals charged to income (a) |
|
|
3,958 |
|
|
4,351 |
Fixed charges as defined |
|
$ |
56,904 |
|
$ |
56,468 |
|
CONSOLIDATED RATIO OF EARNINGS TO FIXED
CHARGES |
|
|
3.40 |
|
|
3.84 |
(a) Includes the interest element of
rentals where determinable plus 1/3 of rental expense where no readily defined
interest element can be determined.
EXHIBIT 12(b)
METROPOLITAN EDISON COMPANY |
|
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES |
|
|
|
Six Months Ended |
|
|
June 30, |
|
|
2008 |
|
2007 |
|
|
(Dollars in thousands) |
EARNINGS AS DEFINED IN REGULATION S-K: |
|
|
|
|
|
|
Income before extraordinary items |
|
$ |
42,032 |
|
$ |
51,109 |
Interest and other charges,
before reduction for amounts capitalized and
deferred |
|
|
22,652 |
|
|
25,180 |
Provision for income taxes |
|
|
29,596 |
|
|
38,408 |
Interest element of rentals charged to income (a) |
|
|
1,072 |
|
|
968 |
|
Earnings as defined |
|
$ |
95,352 |
|
$ |
115,665 |
|
FIXED CHARGES AS DEFINED IN REGULATION S-K: |
|
|
|
|
|
|
Interest before reduction for amounts capitalized and deferred |
|
|
22,652 |
|
|
25,180 |
Interest element of rentals charged to income (a) |
|
|
1,072 |
|
|
968 |
|
Fixed charges as defined |
|
$ |
23,724 |
|
$ |
26,148 |
|
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES |
|
|
4.02 |
|
|
4.42 |
(a) Includes the interest element of
rentals where determinable plus 1/3 of rental expense where no readily defined
interest element can be determined.
EX-15.(A)
13
c54999_ex-15a.htm
c54999_ex-15a.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing
Exhibit 15(a)
September 19, 2008
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Commissioners:
We are aware that our reports dated May 7, 2008 and August 7, 2008 on our reviews of interim financial information of FirstEnergy Corp. for the three month period ended March 31, 2008 and 2007 and the three-month and six-month periods ended June 30, 2008 and 2007 and included in the Company's quarterly report on Form 10-Q for the quarters ended March 31, 2008 and June 30, 2008, are
incorporated by reference in its Registration Statement on Form S-3 dated September 19, 2008.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
EX-15.(B)
14
c54999_ex-15b.htm
c54999_ex-15b.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing
Exhibit 15(b)
September 19, 2008
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Commissioners:
We are aware that our reports dated May 7, 2008 and August 7, 2008 on our reviews of interim financial information of Ohio Edison Company for the three month period ended March 31, 2008 and 2007 and the three-month and six-month periods ended June 30, 2008 and 2007 and included in the Company's quarterly report on Form 10-Q for the quarters ended March 31, 2008 and June 30, 2008, are
incorporated by reference in its Registration Statement on Form S-3 dated September 19, 2008.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
EX-15.(C)
15
c54999_ex-15c.htm
c54999_ex-15c.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing
Exhibit 15(c)
September 19, 2008
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Commissioners:
We are aware that our reports dated May 7, 2008 and August 7, 2008 on our reviews of interim financial information of The Cleveland Electric Illuminating Company for the three month
period ended March 31, 2008 and 2007 and the three-month and six-month periods ended June 30, 2008 and 2007 and included in the Company's quarterly report on Form 10-Q for the quarters ended March 31, 2008 and
June 30, 2008, are incorporated by reference in its Registration Statement on Form S-3 dated September 19, 2008.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
EX-15.(D)
16
c54999_ex-15d.htm
c54999_ex-15c.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing
Exhibit 15(d)
September 19, 2008
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Commissioners:
We are aware that our reports dated May 7, 2008 and August 7, 2008 on our reviews of interim financial information of The Toledo Edison Company for the three month period ended March 31, 2008 and 2007 and the three-month and six-month periods ended June 30, 2008 and 2007 and included in the Company's quarterly report on Form 10-Q for the quarters ended March 31, 2008 and June 30, 2008, are
incorporated by reference in its Registration Statement on Form S-3 dated September 19, 2008.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
EX-15.(E)
17
c54999_ex-15e.htm
c54999_ex-15e.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing
Exhibit 15(e)
September 19, 2008
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Commissioners:
We are aware that our reports dated May 7, 2008 and August 7, 2008 on our reviews of interim financial information of Jersey Central Power & Light Company for the three month
period ended March 31, 2008 and 2007 and the three-month and six-month periods ended June 30, 2008 and 2007 and included in the Company's quarterly report on Form 10-Q for the quarters ended March 31, 2008 and
June 30, 2008, are incorporated by reference in its Registration Statement on Form S-3 dated September 19, 2008.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
EX-15.(F)
18
c54999_ex-15f.htm
c54999_ex-15f.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing
Exhibit 15(f)
September 19, 2008
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Commissioners:
We are aware that our reports dated May 7, 2008 and August 7, 2008 on our reviews of interim financial information of Metropolitan Edison Company for the three month period ended March 31, 2008 and 2007 and the three-month and six-month periods ended June 30, 2008 and 2007 and included in the Company's quarterly report on Form 10-Q for the quarters ended March 31, 2008 and June 30, 2008, are
incorporated by reference in its Registration Statement on Form S-3 dated September 19, 2008.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
EX-15.(G)
19
c54999_ex-15g.htm
c54999_ex-15g.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing
Exhibit 15(g)
September 19, 2008
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Commissioners:
We are aware that our reports dated May 7, 2008 and August 7, 2008 on our reviews of interim financial information of Pennsylvania Electric Company for the three month period ended March 31, 2008 and 2007 and the three-month and six-month periods ended June 30, 2008 and 2007 and included in the Company's quarterly report on Form 10-Q for the quarters ended March 31, 2008 and June 30, 2008, are
incorporated by reference in its Registration Statement on Form S-3 dated September 19, 2008.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
EX-23.(A)
20
c54999_ex-23a.htm
c54999_ex-23a.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing
Exhibit 23(a)
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to
the incorporation by reference in this Registration Statement on Form S-3 of
our report dated February 28, 2008 relating to the financial statements and the
effectiveness of internal control over financial reporting, which appears in
FirstEnergy Corp.'s Annual Report on Form 10-K for the year ended December 31,
2007. We also consent to the incorporation by reference of our report dated February
28, 2008 relating to the financial statement schedule, which appears in such
Annual Report on Form 10-K. We also consent to the references to us under the
heading Independent
Registered Public Accounting Firm in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
Cleveland, Ohio
September 19, 2008
EX-23.(B)
21
c54999_ex-23b.htm
c54999_ex-23b.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing
Exhibit 23(b)
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to
the incorporation by reference in this Registration Statement on Form S-3 of
our report dated February 28, 2008 relating to the financial statements, which
appears in Ohio Edison Company's Annual Report on Form 10-K for the year ended
December 31, 2007. We also consent to the incorporation by reference of our
report dated February 28, 2008 relating to the financial statement schedule,
which appears in such Annual Report on Form 10-K. We also consent to the references
to us under the heading Independent
Registered Public Accounting Firm in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
Cleveland, Ohio
September 19, 2008
EX-23.(C)
22
c54999_ex-23c.htm
c54999_ex-23c.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing
Exhibit 23(c)
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to
the incorporation by reference in this Registration Statement on Form S-3 of
our report dated February 28, 2008 relating to the financial statements which
appears in The Cleveland Electric Illuminating Company's Annual Report on Form
10-K for the year ended December 31, 2007. We also consent to the incorporation
by reference of our report dated February 28, 2008 relating to the financial
statement schedule, which appears in such Annual Report on Form 10-K. We also
consent to the references to us under the heading Independent
Registered Public Accounting Firm in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
Cleveland, Ohio
September 19, 2008
EX-23.(D)
23
c54999_ex-23d.htm
c54999_ex-23d.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing
Exhibit 23(d)
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to
the incorporation by reference in this Registration Statement on Form S-3 of
our report dated February 28, 2008 relating to the financial statements which
appears in The Toledo Edison Company's Annual Report on Form 10-K for the year
ended December 31, 2007. We also consent to the incorporation by reference of
our report dated February 28, 2008 relating to the financial statement schedule,
which appears in such Annual Report on Form 10-K. We also consent to the references
to us under the heading Independent
Registered Public Accounting Firm in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
Cleveland, Ohio
September 19, 2008
EX-23.(E)
24
c54999_ex-23e.htm
c54999_ex-23e.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing
Exhibit 23(e)
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated
February 28, 2008 relating to the financial statements which appears in Jersey Central Power & Light
Company's Annual Report on Form 10-K for the year ended December 31, 2007. We
also consent to the incorporation by reference of our report dated February 28,
2008 relating to the financial statement schedule, which appears in such Annual
Report on Form 10-K. We also consent to the references to us under the heading Independent
Registered Public Accounting Firm in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
Cleveland, Ohio
September 19, 2008
EX-23.(F)
25
c54999_ex-23f.htm
c54999_ex-23f.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing
Exhibit 23(f)
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to
the incorporation by reference in this Registration Statement on Form S-3 of
our report dated February 28, 2008 relating to the financial statements which
appears in Metropolitan Edison Company's Annual Report on Form 10-K for the year
ended December 31, 2007. We also consent to the incorporation by reference of
our report dated February 28, 2008 relating to the financial statement schedule,
which appears in such Annual Report on Form 10-K. We also consent to the references
to us under the heading Independent
Registered Public Accounting Firm in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
Cleveland, Ohio
September 19, 2008
EX-23.(G)
26
c54999_ex-23g.htm
c54999_ex-23g.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing
Exhibit 23(g)
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to
the incorporation by reference in this Registration Statement on Form S-3 of
our report dated February 28, 2008 relating to the financial statements which
appears in Pennsylvania Electric Company's Annual Report on Form 10-K for the
year ended December 31, 2007. We also consent to the incorporation by reference
of our report dated February 28, 2008 relating to the financial statement schedule,
which appears in such Annual Report on Form 10-K. We also consent to the references
to us under the heading Independent
Registered Public Accounting Firm in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
Cleveland, Ohio
September 19, 2008
EX-25.(A)
27
c54999_ex-25a.htm
c54999_ex25-a.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing
Exhibit 25(a)
= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
___________________________
THE BANK OF NEW YORK MELLON
(Exact name of trustee as specified in its charter)
|
|
|
New York
|
|
13-5160382
|
(State of incorporation
|
|
(I.R.S. employer
|
if not a U.S. national bank)
|
|
identification no.)
|
|
One Wall Street, New York, N.Y.
|
|
10286
|
(Address of principal executive offices)
|
|
(Zip code)
|
___________________________
FirstEnergy Corp.
(Exact name of obligor as specified in its charter)
|
|
|
Ohio
|
|
34-1843785
|
(State or other jurisdiction of
|
|
(I.R.S. employer
|
incorporation or organization)
|
|
identification no.)
|
|
|
76 South Main Street
|
|
|
Akron, Ohio
|
|
44308
|
(Address of principal executive offices)
|
|
(Zip code)
|
___________________________
Debt Securities
(Title of the indenture securities)
= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
1. |
General information. Furnish the following information as to the Trustee: |
|
|
(a) |
Name and address of each examining or supervising authority to which it is subject. |
|
|
|
|
|
|
|
|
Name |
|
Address |
|
|
Superintendent of Banks of the State
of |
|
One State Street, New York, N.Y. |
|
New York |
|
10004-1417, and Albany, N.Y. |
|
|
|
|
12223 |
|
|
|
|
|
|
Federal Reserve Bank of New York |
|
33 Liberty Street, New York, N.Y. |
|
|
|
|
10045 |
|
|
|
|
|
|
Federal Deposit Insurance Corporation |
|
Washington, D.C. 20429 |
|
|
|
|
|
|
New York Clearing House Association |
|
New York, New York 10005 |
|
|
|
|
|
|
|
(b) |
Whether it is authorized to exercise corporate trust powers. |
|
|
|
|
Yes. |
|
|
|
2. |
Affiliations with Obligor. |
|
|
|
|
|
|
If the obligor is an affiliate of the trustee, describe each such affiliation. |
|
|
None. |
|
16. |
List of Exhibits. |
|
|
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17
C.F.R. 229.10(d). |
|
|
1. | A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence
business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement
No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).
|
|
- 2 -
|
4. |
A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121195). |
|
|
6. |
The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735). |
|
|
7. |
A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. |
|
- 3 -
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 18th day of September, 2008.
THE BANK OF NEW YORK MELLON
By: /S/ FRANCA M. FERRERA
Name: FRANCA M. FERRERA
Title: ASSISTANT VICE PRESIDENT
- 4 -
EXHIBIT 7
|
|
|
|
Consolidated
Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y.
10286
And Foreign and Domestic Subsidiaries, |
a member of the Federal
Reserve System, at the close of business June 30, 2008, published in accordance
with a call made by the Federal Reserve Bank of this District pursuant
to the provisions of the Federal Reserve Act.
|
|
|
|
|
|
Dollar Amounts |
|
ASSETS |
In Thousands |
|
Cash and balances due from depository |
|
|
|
institutions: |
|
|
|
Noninterest-bearing balances and currency |
|
|
|
and coin |
|
3,463,000 |
|
Interest-bearing balances |
|
31,232,000 |
|
Securities: |
|
|
|
Held-to-maturity securities |
|
1,631,000 |
|
Available-for-sale securities |
|
24,769,000 |
|
Federal funds sold and securities purchased |
|
|
|
under agreements to resell: |
|
|
|
Federal funds sold in domestic offices |
|
19,485,000 |
|
Securities purchased under agreements to resell |
|
0 |
|
Loans and lease financing receivables: |
|
|
|
Loans and leases held for sale |
|
0 |
|
Loans and leases, net of unearned |
|
|
|
income |
|
33,282,000 |
|
LESS: Allowance for loan and |
|
|
|
lease losses |
|
244,000 |
|
Loans and leases, net of unearned |
|
|
|
income and allowance |
|
33,038,000 |
|
Trading assets |
|
4,207,000 |
|
Premises and fixed assets (including |
|
|
|
capitalized leases) |
|
906,000 |
|
Other real estate owned |
|
6,000 |
|
Investments in unconsolidated subsidiaries |
|
|
|
and associated companies |
|
760,000 |
|
Not applicable |
|
|
|
Intangible assets: |
|
|
|
Goodwill |
|
2,495,000 |
|
Other intangible assets |
|
998,000 |
|
Other assets |
|
7,072,000 |
|
Total assets |
|
130,062,000 |
|
|
|
|
|
LIABILITIES |
|
|
|
Deposits: |
|
|
|
In domestic offices |
|
34,562,000 |
|
Noninterest-bearing |
|
20,410,000 |
|
Interest-bearing |
|
14,152,000 |
|
In foreign offices, Edge and Agreement |
|
|
|
subsidiaries, and IBFs |
|
64,413,000 |
|
Noninterest-bearing |
|
2,092,000 |
|
Interest-bearing |
|
62,321,000 |
|
Federal funds purchased and securities sold |
|
|
|
under agreements to repurchase: |
|
|
|
Federal funds purchased in domestic |
|
|
|
offices |
|
884,000 |
|
Securities sold under agreements to |
|
|
|
repurchase |
|
89,000 |
|
Trading liabilities |
|
3,678,000 |
|
Other borrowed money: |
|
|
|
(includes mortgage indebtedness and |
|
|
|
obligations under capitalized leases) |
|
1,999,000 |
|
Not applicable |
|
|
|
Not applicable |
|
|
|
Subordinated notes and debentures |
|
2,940,000 |
|
Other liabilities |
|
|
|
|
|
12,854,000 |
|
Total liabilities |
|
121,419,000 |
|
|
Minority interest in consolidated |
|
|
|
subsidiaries |
|
133,000 |
|
|
EQUITY CAPITAL |
|
|
|
Perpetual preferred stock and related |
|
|
|
surplus |
|
0 |
|
Common stock |
|
1,135,000 |
|
Surplus (exclude all surplus related to |
|
|
|
preferred stock) |
|
2,375,000 |
|
Retained earnings |
|
6,131,000 |
|
Accumulated other comprehensive income |
|
-1,131,000 |
|
Other equity capital components |
|
0 |
|
Total equity capital |
|
8,510,000 |
|
Total liabilities, minority interest, and equity |
|
|
|
capital |
|
130,062,000 |
|
I, Thomas P. Gibbons, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.
Thomas P. Gibbons,
Chief Financial Officer
We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has
been prepared in conformance with the instructions and is true and correct.
|
|
|
|
Gerald L. Hassell |
|
|
|
Steven G. Elliott |
|
Directors |
Robert P. Kelly |
|
|
EX-25.(B)
28
c54999_ex-25b.htm
c54999_ex25-b.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing
Exhibit 25(b)
= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
___________________________
THE BANK OF NEW YORK MELLON
(Exact name of trustee as specified in its charter)
|
|
New York |
13-5160382 |
(State of incorporation |
(I.R.S. employer |
if not a U.S. national bank) |
identification no.) |
|
One Wall Street, New York, N.Y. |
10286 |
(Address of principal executive offices) |
(Zip code) |
|
|
___________________________
Ohio Edison Company
(Exact name of obligor as specified in its charter) |
|
|
Ohio |
34-0437786 |
(State or other jurisdiction of |
(I.R.S. employer |
incorporation or organization) |
identification no.) |
|
|
c/o FirstEnergy Corp. |
|
76 South Main Street |
|
Akron, Ohio |
44308 |
(Address of principal executive offices) |
(Zip code) |
___________________________
Senior Unsecured Debt Securities
(Title of the indenture securities)
= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
1. |
General information.
Furnish the following information as to the Trustee: |
|
|
(a) |
Name and address of
each examining or supervising authority to which it is subject. |
|
|
|
|
|
|
|
|
Name |
|
Address |
|
|
|
Superintendent of Banks of the State
of |
|
One State Street, New York, N.Y. |
|
|
New York |
|
10004-1417, and Albany, N.Y. |
|
|
|
|
12223 |
|
|
|
|
|
|
|
Federal Reserve Bank of New York |
|
33 Liberty Street, New York, N.Y. |
|
|
|
|
10045 |
|
|
|
|
|
|
|
Federal Deposit Insurance Corporation |
|
Washington, D.C. 20429 |
|
|
|
|
|
|
|
New York Clearing House Association |
|
New York, New York 10005 |
|
|
|
|
(b) |
Whether it is authorized
to exercise corporate trust powers. |
|
|
|
|
Yes. |
|
|
|
2. |
Affiliations with Obligor. |
|
|
|
|
|
|
If the obligor is an
affiliate of the trustee, describe each such affiliation. |
|
|
None. |
|
16. |
List of Exhibits. |
|
|
Exhibits identified in
parentheses below, on file with the Commission, are incorporated
herein by reference as an exhibit hereto, pursuant to Rule 7a-29
under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d). |
|
|
1. |
A copy of the Organization
Certificate of The Bank of New York Mellon (formerly known as The Bank
of New York, itself formerly Irving Trust Company) as now in effect,
which contains the authority to commence business and a grant of powers
to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to
Form T-1 filed with Registration Statement No.33-6215, Exhibits 1a
and 1b to Form T-1 filed with Registration Statement No. 33-21672,
Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637,
Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195
and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735). |
|
- 2 -
|
4. |
A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121195). |
|
|
6. |
The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735). |
|
|
7. |
A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. |
|
- 3 -
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 18th day of September, 2008.
THE BANK OF NEW YORK MELLON
By: /S/ FRANCA M. FERRERA
Name: FRANCA M. FERRERA
Title: ASSISTANT VICE PRESIDENT
- 4 -
EXHIBIT 7
|
|
|
|
Consolidated
Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y.
10286
And Foreign and Domestic Subsidiaries, |
a member of the Federal
Reserve System, at the close of business June 30, 2008, published in accordance
with a call made by the Federal Reserve Bank of this District pursuant
to the provisions of the Federal Reserve Act.
|
|
|
|
|
|
Dollar Amounts |
|
ASSETS |
In Thousands |
|
Cash and balances due from depository |
|
|
|
institutions: |
|
|
|
Noninterest-bearing balances and currency |
|
|
|
and coin |
|
3,463,000 |
|
Interest-bearing balances |
|
31,232,000 |
|
Securities: |
|
|
|
Held-to-maturity securities |
|
1,631,000 |
|
Available-for-sale securities |
|
24,769,000 |
|
Federal funds sold and securities purchased |
|
|
|
under agreements to resell: |
|
|
|
Federal funds sold in domestic offices |
|
19,485,000 |
|
Securities purchased under agreements to resell |
|
0 |
|
Loans and lease financing receivables: |
|
|
|
Loans and leases held for sale |
|
0 |
|
Loans and leases, net of unearned |
|
|
|
income |
|
33,282,000 |
|
LESS: Allowance for loan and |
|
|
|
lease losses |
|
244,000 |
|
Loans and leases, net of unearned |
|
|
|
income and allowance |
|
33,038,000 |
|
Trading assets |
|
4,207,000 |
|
Premises and fixed assets (including |
|
|
|
capitalized leases) |
|
906,000 |
|
Other real estate owned |
|
6,000 |
|
Investments in unconsolidated subsidiaries |
|
|
|
and associated companies |
|
760,000 |
|
Not applicable |
|
|
|
Intangible assets: |
|
|
|
Goodwill |
|
2,495,000 |
|
Other intangible assets |
|
998,000 |
|
Other assets |
|
7,072,000 |
|
Total assets |
|
130,062,000 |
|
|
|
|
|
LIABILITIES |
|
|
|
Deposits: |
|
|
|
In domestic offices |
|
34,562,000 |
|
Noninterest-bearing |
|
20,410,000 |
|
Interest-bearing |
|
14,152,000 |
|
In foreign offices, Edge and Agreement |
|
|
|
subsidiaries, and IBFs |
|
64,413,000 |
|
Noninterest-bearing |
|
2,092,000 |
|
Interest-bearing |
|
62,321,000 |
|
Federal funds purchased and securities sold |
|
|
|
under agreements to repurchase: |
|
|
|
Federal funds purchased in domestic |
|
|
|
offices |
|
884,000 |
|
Securities sold under agreements to |
|
|
|
repurchase |
|
89,000 |
|
Trading liabilities |
|
3,678,000 |
|
Other borrowed money: |
|
|
|
(includes mortgage indebtedness and |
|
|
|
obligations under capitalized leases) |
|
1,999,000 |
|
Not applicable |
|
|
|
Not applicable |
|
|
|
Subordinated notes and debentures |
|
2,940,000 |
|
Other liabilities |
|
|
|
|
|
12,854,000 |
|
Total liabilities |
|
121,419,000 |
|
|
Minority interest in consolidated |
|
|
|
subsidiaries |
|
133,000 |
|
|
EQUITY CAPITAL |
|
|
|
Perpetual preferred stock and related |
|
|
|
surplus |
|
0 |
|
Common stock |
|
1,135,000 |
|
Surplus (exclude all surplus related to |
|
|
|
preferred stock) |
|
2,375,000 |
|
Retained earnings |
|
6,131,000 |
|
Accumulated other comprehensive income |
|
-1,131,000 |
|
Other equity capital components |
|
0 |
|
Total equity capital |
|
8,510,000 |
|
Total liabilities, minority interest, and equity |
|
|
|
capital |
|
130,062,000 |
|
I, Thomas P. Gibbons, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.
Thomas P. Gibbons,
Chief Financial Officer
We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has
been prepared in conformance with the instructions and is true and correct.
|
|
|
|
Gerald L. Hassell |
|
|
|
Steven G. Elliott |
|
Directors |
Robert P. Kelly |
|
|
EX-25.(C)
29
c54999_ex-25c.htm
c54999_ex25-c.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing
Exhibit 25(c)
= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
___________________________
THE BANK OF NEW YORK MELLON
(Exact name of trustee as specified in its charter)
|
|
|
New York |
|
13-5160382 |
(State of incorporation |
|
(I.R.S. employer |
if not a U.S. national bank) |
|
identification no.) |
|
One Wall Street, New York, N.Y. |
|
10286 |
(Address of principal executive offices) |
|
(Zip code) |
|
|
|
___________________________
Ohio Edison Company
(Exact name of obligor as specified in its charter) |
|
|
|
|
|
|
Ohio |
|
34-0437786 |
(State or other jurisdiction of |
|
(I.R.S. employer |
incorporation or organization) |
|
identification no.) |
|
c/o FirstEnergy Corp. |
|
|
76 South Main Street |
|
|
Akron, Ohio |
|
44308 |
(Address of principal executive offices) |
|
(Zip code) |
___________________________
Senior Secured Debt Securities
(Title of the indenture securities)
= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
1. |
General information.
Furnish the following information as to the Trustee: |
|
|
(a) |
Name and address of
each examining or supervising authority to which it is subject. |
|
|
|
|
|
|
|
|
Name |
|
Address |
|
|
|
Superintendent of Banks
of the State of |
|
One State Street, New
York, N.Y. |
|
|
New York |
|
10004-1417, and Albany, N.Y. |
|
|
|
|
12223 |
|
|
|
|
|
|
|
Federal Reserve Bank of New York |
|
33 Liberty Street, New York, N.Y. |
|
|
|
|
10045 |
|
|
|
|
|
|
|
Federal Deposit Insurance Corporation |
|
Washington, D.C. 20429 |
|
|
|
|
|
|
|
New York Clearing House Association |
|
New York, New York 10005 |
|
|
|
|
|
|
(b) |
Whether it is authorized
to exercise corporate trust powers. |
|
|
|
|
Yes. |
|
|
|
2. |
Affiliations with Obligor. |
|
|
|
|
|
|
If the obligor is an
affiliate of the trustee, describe each such affiliation. |
|
|
None. |
|
16. |
List of Exhibits. |
|
|
Exhibits identified in
parentheses below, on file with the Commission, are incorporated
herein by reference as an exhibit hereto, pursuant to Rule 7a-29
under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d). |
|
|
1. |
A copy of the Organization
Certificate of The Bank of New York Mellon (formerly known as The Bank
of New York, itself formerly Irving Trust Company) as now in effect,
which contains the authority to commence business and a grant of powers
to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to
Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a
and 1b to Form T-1 filed with Registration Statement No. 33-21672,
Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637,
Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195
and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735). |
|
- 2 -
|
4. |
A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121195). |
|
|
6. |
The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735). |
|
|
7. |
A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. |
|
- 3 -
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 18th day of September, 2008.
THE BANK OF NEW YORK MELLON
By: /S/ FRANCA M. FERRERA
Name: FRANCA M. FERRERA
Title: ASSISTANT VICE PRESIDENT
- 4 -
EXHIBIT 7
|
|
|
|
Consolidated
Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y.
10286
And Foreign and Domestic Subsidiaries, |
a member of the Federal
Reserve System, at the close of business June 30, 2008, published in accordance
with a call made by the Federal Reserve Bank of this District pursuant
to the provisions of the Federal Reserve Act.
|
|
|
|
|
|
Dollar Amounts |
|
ASSETS |
In Thousands |
|
Cash and balances due from depository |
|
|
|
institutions: |
|
|
|
Noninterest-bearing balances and currency |
|
|
|
and coin |
|
3,463,000 |
|
Interest-bearing balances |
|
31,232,000 |
|
Securities: |
|
|
|
Held-to-maturity securities |
|
1,631,000 |
|
Available-for-sale securities |
|
24,769,000 |
|
Federal funds sold and securities purchased |
|
|
|
under agreements to resell: |
|
|
|
Federal funds sold in domestic offices |
|
19,485,000 |
|
Securities purchased under agreements to resell |
|
0 |
|
Loans and lease financing receivables: |
|
|
|
Loans and leases held for sale |
|
0 |
|
Loans and leases, net of unearned |
|
|
|
income |
|
33,282,000 |
|
LESS: Allowance for loan and |
|
|
|
lease losses |
|
244,000 |
|
Loans and leases, net of unearned |
|
|
|
income and allowance |
|
33,038,000 |
|
Trading assets |
|
4,207,000 |
|
Premises and fixed assets (including |
|
|
|
capitalized leases) |
|
906,000 |
|
Other real estate owned |
|
6,000 |
|
Investments in unconsolidated subsidiaries |
|
|
|
and associated companies |
|
760,000 |
|
Not applicable |
|
|
|
Intangible assets: |
|
|
|
Goodwill |
|
2,495,000 |
|
Other intangible assets |
|
998,000 |
|
Other assets |
|
7,072,000 |
|
Total assets |
|
130,062,000 |
|
|
|
|
|
LIABILITIES |
|
|
|
Deposits: |
|
|
|
In domestic offices |
|
34,562,000 |
|
Noninterest-bearing |
|
20,410,000 |
|
Interest-bearing |
|
14,152,000 |
|
In foreign offices, Edge and Agreement |
|
|
|
subsidiaries, and IBFs |
|
64,413,000 |
|
Noninterest-bearing |
|
2,092,000 |
|
Interest-bearing |
|
62,321,000 |
|
Federal funds purchased and securities sold |
|
|
|
under agreements to repurchase: |
|
|
|
Federal funds purchased in domestic |
|
|
|
offices |
|
884,000 |
|
Securities sold under agreements to |
|
|
|
repurchase |
|
89,000 |
|
Trading liabilities |
|
3,678,000 |
|
Other borrowed money: |
|
|
|
(includes mortgage indebtedness and |
|
|
|
obligations under capitalized leases) |
|
1,999,000 |
|
Not applicable |
|
|
|
Not applicable |
|
|
|
Subordinated notes and debentures |
|
2,940,000 |
|
Other liabilities |
|
|
|
|
|
12,854,000 |
|
Total liabilities |
|
121,419,000 |
|
|
Minority interest in consolidated |
|
|
|
subsidiaries |
|
133,000 |
|
|
EQUITY CAPITAL |
|
|
|
Perpetual preferred stock and related |
|
|
|
surplus |
|
0 |
|
Common stock |
|
1,135,000 |
|
Surplus (exclude all surplus related to |
|
|
|
preferred stock) |
|
2,375,000 |
|
Retained earnings |
|
6,131,000 |
|
Accumulated other comprehensive income |
|
-1,131,000 |
|
Other equity capital components |
|
0 |
|
Total equity capital |
|
8,510,000 |
|
Total liabilities, minority interest, and equity |
|
|
|
capital |
|
130,062,000 |
|
I, Thomas P. Gibbons, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.
Thomas P. Gibbons,
Chief Financial Officer
We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has
been prepared in conformance with the instructions and is true and correct.
|
|
|
|
Gerald L. Hassell |
|
|
|
Steven G. Elliott |
|
Directors |
Robert P. Kelly |
|
|
EX-25.(D)
30
c54999_ex-25d.htm
c54999_ex25-d.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing
Exhibit 25(d)
= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
___________________________
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)
|
|
|
|
|
95-3571558 |
(State of incorporation |
|
(I.R.S. employer |
if not a U.S. national bank) |
|
identification no.) |
|
700 South Flower Street |
|
|
Suite 500 |
|
|
Los Angeles, California |
|
90017 |
(Address of principal executive offices) |
|
(Zip code) |
___________________________
The Cleveland Electric Illuminating
Company
(Exact name of obligor as specified in its
charter) |
|
|
|
|
|
|
Ohio |
|
34-0150020 |
(State or other jurisdiction of |
|
(I.R.S. employer |
incorporation or organization) |
|
identification no.) |
|
|
c/o FirstEnergy Corp. |
|
|
76 South Main Street |
|
|
Akron, Ohio |
|
44308 |
|
(Address of principal executive offices) |
|
(Zip code) |
___________________________
Senior Unsecured Debt Securities
(Title of the indenture securities)
= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
1. |
General information.
Furnish the following information as to the trustee: |
|
|
(a) |
Name and address of
each examining or supervising authority to which it is subject. |
|
|
|
|
|
|
|
|
Name |
|
Address |
|
|
|
Comptroller of the Currency |
|
|
|
|
United States Department of the |
|
|
|
|
Treasury |
|
Washington, D.C. 20219 |
|
|
|
|
|
|
|
Federal Reserve Bank |
|
San Francisco, California 94105 |
|
|
|
|
|
|
|
Federal Deposit Insurance Corporation |
|
Washington, D.C. 20429 |
|
|
|
|
(b) |
Whether it is authorized
to exercise corporate trust powers. |
|
|
|
|
Yes. |
|
|
|
2. |
Affiliations with Obligor. |
|
|
If the obligor is an
affiliate of the trustee, describe each such affiliation. |
|
|
None. |
|
16. |
List of Exhibits. |
|
|
Exhibits identified in
parentheses below, on file with the Commission, are incorporated
herein by reference as an exhibit hereto, pursuant to Rule 7a-29
under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d). |
|
|
1. |
A copy of the articles
of association of The Bank of New York Mellon Trust Company, N.A.,
formerly known as The Bank of New York Trust Company, N.A. (Exhibit
1 to Form T-1 filed with Registration Statement No. 333-121948 and
Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875). |
|
|
2. |
A copy of certificate
of authority of the trustee to commence business. (Exhibit 2 to Form
T-1 filed with Registration Statement No. 333-121948). |
|
|
3. |
A copy of the authorization
of the trustee to exercise corporate trust powers (Exhibit 3 to Form
T-1 filed with Registration Statement No. 333-152875). |
|
- 2 -
|
4. |
A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-152875). |
|
|
6. |
The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875). |
|
|
7. |
A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. |
|
- 3 -
SIGNATURE
Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has
duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Cleveland, and State of Ohio, on the 18th day of September, 2008.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
By: /S/ Biagio Impala
Name: Biagio Impala
Title: Vice President
- 4 -
EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK TRUST COMPANY, N.A.
of 700 South Flower Street, Suite 200, Los Angeles, CA 90017
At the close of business June 30, 2008, published in accordance with Federal regulatory authority instructions.
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar Amounts |
|
|
|
|
|
|
in Thousands |
|
ASSETS |
|
|
|
|
|
|
|
|
Cash and balances due from |
|
|
|
|
|
|
|
depository institutions: |
|
|
|
|
|
|
|
Noninterest-bearing balances |
|
|
|
|
|
|
|
and currency and coin |
|
|
|
|
|
1,964 |
|
Interest-bearing balances |
|
|
|
|
|
0 |
|
Securities: |
|
|
|
|
|
|
|
Held-to-maturity securities |
|
|
|
|
|
35 |
|
Available-for-sale securities |
|
|
|
|
|
295,737 |
|
Federal funds sold and securities |
|
|
|
|
|
|
|
purchased under agreements to resell: |
|
|
|
|
|
|
|
Federal funds sold |
|
|
|
|
|
34,400 |
|
Securities purchased under agreements to resell |
|
|
|
|
|
90,123 |
|
Loans and lease financing receivables: |
|
|
|
|
|
|
|
Loans and leases held for sale |
|
|
|
|
|
0 |
|
Loans and leases, |
|
|
|
|
|
|
|
net of unearned income |
|
0 |
|
|
|
|
|
LESS: Allowance for loan and |
|
|
|
|
|
|
|
lease losses |
|
0 |
|
|
|
|
|
Loans and leases, net of unearned |
|
|
|
|
|
|
|
income and allowance |
|
|
|
|
|
0 |
|
Trading assets |
|
|
|
|
|
0 |
|
Premises and fixed assets (including |
|
|
|
|
|
|
|
capitalized leases) |
|
|
|
|
|
12,357 |
|
Other real estate owned |
|
|
|
|
|
0 |
|
Investments in unconsolidated |
|
|
|
|
|
|
|
subsidiaries and associated |
|
|
|
|
|
|
|
companies |
|
|
|
|
|
0 |
|
Not applicable |
|
|
|
|
|
|
|
Intangible assets: |
|
|
|
|
|
|
|
Goodwill |
|
|
|
|
|
876,153 |
|
Other intangible assets |
|
|
|
|
|
286,743 |
|
Other assets |
|
|
|
|
|
140,067 |
|
Total assets |
|
|
|
|
|
$1,737,579 |
|
1
|
|
|
|
|
|
LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
Deposits: |
|
|
|
|
|
In domestic offices |
|
|
|
1,406 |
|
Noninterest-bearing |
|
1,406 |
|
|
|
Interest-bearing |
|
0 |
|
|
|
Not applicable |
|
|
|
|
|
Federal funds purchased and securities |
|
|
|
|
|
sold under agreements to repurchase: |
|
|
|
|
|
Federal funds purchased |
|
|
|
0 |
|
Securities sold under agreements to repurchase |
|
|
|
0 |
|
Trading liabilities |
|
|
|
0 |
|
Other borrowed money: |
|
|
|
|
|
(includes mortgage indebtedness |
|
|
|
|
|
and obligations under capitalized |
|
|
|
|
|
leases) |
|
|
|
218,691 |
|
Not applicable |
|
|
|
|
|
Not applicable |
|
|
|
|
|
Subordinated notes and debentures |
|
|
|
0 |
|
Other liabilities |
|
|
|
132,014 |
|
Total liabilities |
|
|
|
352,111 |
|
Minority interest in consolidated subsidiaries |
|
|
|
0 |
|
|
EQUITY CAPITAL |
|
|
|
|
|
|
Perpetual preferred stock and related surplus |
|
|
|
0 |
|
Common stock |
|
|
|
1,000 |
|
Surplus (exclude all surplus related to preferred stock) |
|
|
|
1,121,520 |
|
Retained earnings |
|
|
|
262,078 |
|
Accumulated other comprehensive |
|
|
|
|
|
income |
|
|
|
870 |
|
Other equity capital components |
|
|
|
0 |
|
Total equity capital |
|
|
|
1,385,468 |
|
Total liabilities, minority interest, and equity capital |
|
|
|
1,737,579 |
|
I, Karen Bayz, Vice President of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.
Karen Bayz ) Vice President
We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.
|
|
|
Michael K. Klugman, President |
) |
|
Frank P. Sulzberger, MD |
) |
Directors (Trustees) |
William D. Lindelof, VP |
) |
|
2
EX-25.(E)
31
c54999_ex-25e.htm
c54999_ex25-e.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing
Exhibit 25(e)
= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
_________________________
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
_________________________
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) |__|
_________________________
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
|
|
|
|
|
13-4994650 |
(State of incorporation |
|
(I.R.S. employer |
if not a national bank) |
|
identification No.) |
|
|
|
1111 Polaris Parkway |
|
|
Columbus, Ohio |
|
43271 |
(Address of principal executive offices) |
|
(Zip Code) |
Robert M. Macallister
Senior Vice President and Associate General Counsel
JPMorgan Chase Bank, National Association
1 Chase Manhattan Plaza
New York, NY 10005-1401
Tel: (212) 552-1716
(Name, address and telephone number of agent for service)
_________________________
The Cleveland Electric Illuminating Company
(Exact name of obligor as specified in its charter)
|
|
|
Ohio |
|
34-0150020 |
(State or other jurisdiction of |
|
(I.R.S. employer |
incorporation or organization) |
|
identification No.) |
|
|
|
c/o FirstEnergy Corp. |
|
|
76 South Main Street |
|
|
Akron, Ohio |
|
44308 |
(Address of principal executive offices) |
|
(Zip Code) |
_________________________
Senior Secured Debt Securities
(Title of the indenture securities)
= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to which it is subject.
Comptroller of the Currency, Washington, D.C.
Board of Governors of the Federal Reserve System, Washington, D.C., 20551
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor and Guarantors.
If the obligor or any guarantor is an affiliate of the trustee, describe each such affiliation.
None.
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of Eligibility.
1. A copy of the Articles of Association of JPMorgan Chase Bank, N.A.
2. A copy of the Certificate of Authority of the Comptroller of the Currency for the trustee to commence business.
3. None, the authority of the trustee to exercise corporate trust powers being contained in the documents described in Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee. (see Exhibit 4 to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act. (see Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated by reference).
2
7. A copy of the latest report of condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
3
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, JPMorgan Chase Bank, N.A., has duly caused this statement of eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of New York and State of New York, on the 18th day of September, 2008.
|
JPMORGAN CHASE BANK, N.A. |
|
|
|
|
|
|
By: |
/s/ Thomas J. Foley |
|
|
Name: Thomas J. Foley |
|
|
Title: Vice President |
|
4
Exhibit 1
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
CHARTER NO. 8
ARTICLES OF ASSOCIATION
(As Amended June 30, 2008)
For the purpose of organizing an Association to perform any lawful activities of national banks, the undersigned do enter into the following Articles of Association:
FIRST. The title of this Association shall be JPMorgan Chase Bank, National Association (the Association).
SECOND. The main office of the Association shall be in the City of Columbus, County of Delaware, State of Ohio. The general business of the Association shall be conducted at its main office and its branches.
THIRD. The board of directors of this Association shall consist of not less than five nor more than twenty-five persons, the exact number to be fixed and determined from time to time by resolution of a majority of the full board of directors or by resolution of a majority of the shareholders at any annual or special meeting thereof.
FOURTH. There shall be an annual meeting of the shareholders to elect directors and transact whatever other business may be brought before the meeting. It shall be held at the main office or any other convenient place and on such date as the board of directors may designate.
FIFTH. The authorized amount of capital stock of this Association shall be $1,815,000,000, divided into 150,000,000 shares of common stock of the par value of $12 each and 15,000,000 shares of preferred stock of the par value of $1 each; but said capital stock may be increased or decreased from time to time, according to the provisions of the laws of the United States.
In the event of any such increase in the capital stock of this Association by the sale of additional shares or the distribution of additional shares as a stock dividend, each shareholder of this Association (unless otherwise provided by the shareholders vote or votes authorizing the increase) shall be entitled, in proportion to the number of shares of said capital stock owned by him before such increase, to proportionate rights in respect of such additional shares as follows: (1) to the extent that such shareholders proportionate right in respect of such additional shares shall embrace one or more whole shares of such additional shares, to receive (a) in the case of a sale, a transferable warrant entitling the holder to subscribe, within the specified subscription period, for such one or more whole shares of such additional shares or (b) in the case of a stock dividend, a
certificate evidencing such one or more whole shares of such additional shares; and
Page 1 of 3
(2) to the extent that such shareholders proportionate right in respect of such additional shares shall embrace a fraction of a share, to receive (a) in the case of a sale, a fractional subscription warrant, conditioned that it shall be void unless, within the specified subscription period, it is combined with other such fractional subscription warrants in the aggregate entitling the holder thereof to subscribe for a whole share or whole shares of such additional shares and such subscription is completed by such holder of such combined fractional warrants or (b) in the case of a stock dividend, a fractional warrant which shall not represent or entitle the holder thereof to any of the privileges of a shareholder of this Association but may be combined with other such fractional warrants in the aggregate entitling the holder thereof to exchange them for a whole share or whole shares of such
additional shares and conditioned that the holder exchanging such combined fractional warrants for such whole share or whole shares of such additional shares shall receive any dividends applicable to such whole share or whole shares declared after the date of such fractional warrants and payable in respect of such whole share or whole shares at the time of such exchange.
In the event of an increase in the capital stock of this Association in pursuance of a statutory consolidation to which this Association may be a party, the additional shares shall be issued in such a manner as the contract or plan of consolidation may provide, pursuant to and in contemplation of the statute under which said consolidation is effected.
In the event of an increase in the capital stock of this Association in pursuance of a plan or contract (other than in the case of a statutory consolidation) for the acquisition by this Association of the assets, in whole or in part, and the good will of another banking institution or banker, the additional shares shall be subscribed for by or issued to any persons, firms, trustees or corporations, whether or not shareholders of this Association, as, in its discretion in the execution of such plan or contract, the Board of Directors may approve.
The Association, at any time and from time to time, may authorize and issue debt obligations, whether or not subordinated, without the approval of the shareholders.
SIXTH. The Board of Directors shall appoint one of its members President of this Association, who shall be Chairman of the Board; but the Board of Directors may appoint a director, in lieu of the President, to be Chairman of the Board, who shall perform such duties as may be designated by the Board of Directors. The Board of Directors shall have the power to appoint one or more Vice Presidents; to appoint a Cashier and such other officers as may be required to transact the business of this Association; to fix the salaries to be paid to all officers of this Association; and to dismiss such officers, or any of them; but the Board of Directors may delegate the authority to exercise such powers of appointment, salary determination and dismissal.
The Board of Directors shall have the power to define the duties of officers and employees of this Association, to require bonds from them, and to fix the penalty thereof; to regulate the manner in which directors shall be elected or appointed, and to appoint judges of election; in the event of an increase of the capital stock of this Association to regulate the manner in which such increase shall be made; to make all by-laws that it may be lawful for them to make for the general regulation of the business of this Association and the management of its affairs; and generally to do and perform all acts that it may be lawful for a Board of Directors to do and perform.
Page 2 of 3
SEVENTH. The board of directors shall have the power to change the location of the main office to any other location permitted under applicable law, without the approval of the shareholders, and shall have the power to establish or change the location of any branch or branches of the Association to any other location permitted under applicable law, without the approval of the shareholders subject to such limitations as from time to time may be provided by law.
EIGHTH. The corporate existence of this Association shall continue until termination according to the laws of the United States.
NINTH. These Articles of Association may be amended at any regular or special meeting of the shareholders by the affirmative vote of the holders of a majority of the stock of this Association, unless the vote of the holders of a greater amount of stock is required by law, and in that case by the vote of the holders of such greater amount.
In witness whereof, we have hereunto set our hands as of June 30, 2008.
|
|
|
|
|
|
|
|
By |
/s/ James Dimon |
|
|
|
|
|
|
|
|
|
|
|
James Dimon |
|
|
|
|
|
|
|
|
By |
/s/ Frank J. Bisignano |
|
|
|
|
|
|
|
|
|
|
|
Frank J. Bisignano |
|
|
|
|
|
|
|
|
By |
/s/ Steven D. Black |
|
|
|
|
|
|
|
|
|
|
|
Steven D. Black |
|
|
|
|
|
|
|
|
By |
/s/ Michael J. Cavanagh |
|
|
|
|
|
|
|
|
|
|
|
Michael J. Cavanagh |
|
|
|
|
|
|
|
|
By |
/s/ Charles W. Scharf |
|
|
|
|
|
|
|
|
|
|
|
Charles W. Scharf |
|
|
|
|
|
|
|
|
By |
/s/ James E. Staley |
|
|
|
|
|
|
|
|
|
|
|
James E. Staley |
Page 3 of 3
Exhibit 2
![](c02img1.jpg)
|
Comptroller of the Currency Administrator of National Banks |
|
Washington, D.C. 20219
Certificate of Corporate Existence and Fiduciary Powers
I, John C. Dugan, Comptroller of the Currency, do hereby certify that:
1.
The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq.,
as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and
control of all records pertaining to the chartering of all National Banking
Associations.
2. JPMorgan Chase Bank, National Association, Columbus, Ohio, (Charter No. 8) is a National Banking Association formed under the laws of the United States and is authorized thereunder to transact the business of banking and exercise Fiduciary Powers on the date of this Certificate.
|
|
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the Treasury Department in the City of Washington and District of Columbia, this July 22, 2008. |
![](c02img2.jpg)
|
|
|
|
|
|
![](c02img3.jpg) |
|
|
|
Comptroller of the Currency |
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
JP Morgan Chase Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business June 30, 2008, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
|
|
|
Dollar Amounts
in Millions |
|
ASSETS |
|
|
|
|
Cash and balances due from depository institutions: |
|
|
|
|
Noninterest-bearing balances and currency and coin |
|
|
31,225 |
|
Interest-bearing balances |
|
|
15,541 |
|
Securities: |
|
|
|
|
Held to maturity securities |
|
|
38 |
|
Available for sale securities |
|
|
111,593 |
|
Federal funds sold and securities purchased under agreements to resell: |
|
|
|
|
Federal funds sold in domestic offices |
|
|
14,532 |
|
Securities purchased under agreements to resell |
|
|
252,666 |
|
Loans and lease financing receivables: |
|
|
|
|
Loans and leases held for sale |
|
|
19,557 |
|
Loans and leases, net of unearned income |
463,449 |
|
|
|
Less: Allowance for loan and lease losses |
10,740 |
|
|
|
Loans and leases, net of unearned income and allowance |
|
|
452,709 |
|
Trading Assets |
|
|
368,802 |
|
Premises and fixed assets (including capitalized leases) |
|
|
7,506 |
|
Other real estate owned |
|
|
554 |
|
Investments in unconsolidated subsidiaries and associated companies |
|
|
3,257 |
|
Intangible assets |
|
|
|
|
Goodwill |
|
|
25,974 |
|
Other Intangible assets |
|
|
14,140 |
|
Other assets |
|
|
60,374 |
|
TOTAL ASSETS |
|
|
1,378,468 |
|
|
|
|
|
|
LIABILITIES |
|
|
|
|
Deposits |
|
|
|
|
In domestic offices |
|
|
461,008 |
|
Noninterest-bearing |
128,383 |
|
|
|
Interest-bearing |
332,625 |
|
|
|
In foreign offices, Edge and Agreement |
|
|
|
|
subsidiaries and IBFs |
|
|
336,668 |
|
Noninterest-bearing |
7,963 |
|
|
|
Interest-bearing |
328,705 |
|
|
|
Federal funds purchased and securities sold under agreements to repurchase: |
|
|
|
|
Federal funds purchased in domestic offices |
|
|
13,992 |
|
Securities sold under agreements to repurchase |
|
|
162,598 |
|
Trading liabilities |
|
|
131,834 |
|
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) |
|
|
76,532 |
|
Subordinated notes and debentures |
|
|
26,327 |
|
Other liabilities |
|
|
59,515 |
|
TOTAL LIABILITIES |
|
|
1,268,474 |
|
Minority Interest in consolidated subsidiaries |
|
|
1,065 |
|
EQUITY CAPITAL |
|
|
|
|
Perpetual preferred stock and related surplus |
|
|
0 |
|
Common Stock |
|
|
1,785 |
|
Surplus (exclude all surplus related to preferred stock) |
|
|
62,508 |
|
Retained earnings |
|
|
46,038 |
|
Accumulated other comprehensive income |
|
|
(1,402 |
) |
Other equity capital components |
|
|
0 |
|
TOTAL EQUITY CAPITAL |
|
|
108,929 |
|
|
|
|
|
|
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL |
|
|
1,378,468 |
|
|
|
|
|
|
I, Michael J. Cavanagh, E.V.P. & Chief Financial Officer of the above-named bank, do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief. |
|
|
|
|
MICHAEL J. CAVANAGH |
|
|
|
|
We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct. |
|
|
|
|
|
JAMES DIMON |
|
|
) |
|
|
STEVEN D. BLACK |
|
|
) DIRECTORS |
|
|
FRANK J. BISIGNANO |
|
|
) |
|
GRAPHIC
32
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end
EX-25.(F)
35
c54999_ex-25f.htm
c54999_ex25-f.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing
Exhibit 25(f)
= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
___________________________
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)
|
|
|
|
|
95-3571558 |
(State of incorporation |
|
(I.R.S. employer |
if not a U.S. national bank) |
|
identification no.) |
|
700 South Flower Street |
|
|
Suite 500 |
|
|
Los Angeles, California |
|
90017 |
(Address of principal executive offices) |
|
(Zip code) |
|
|
|
___________________________
The Toledo Edison Company
(Exact name of obligor as specified in its charter) |
|
|
|
|
|
|
Ohio |
|
34-4375005 |
(State or other jurisdiction of |
|
(I.R.S. employer |
incorporation or organization) |
|
identification no.) |
|
|
c/o FirstEnergy Corp. |
|
|
76 South Main Street |
|
|
Akron, Ohio |
|
44308 |
(Address of principal executive offices) |
|
(Zip code) |
___________________________
Senior Unsecured Debt Securities
(Title of the indenture securities)
= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
1. |
General information.
Furnish the following information as to the trustee: |
|
|
(a) |
Name and address of
each examining or supervising authority to which it is subject. |
|
|
|
|
|
|
|
|
|
|
|
|
Name |
|
Address |
|
|
|
|
|
|
|
Comptroller
of the Currency |
|
|
|
|
United States
Department of the |
|
|
|
|
Treasury |
|
Washington, D.C. 20219 |
|
|
|
|
|
|
|
Federal Reserve Bank |
|
San Francisco, California
94105 |
|
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|
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|
|
|
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|
|
|
|
Federal Deposit Insurance Corporation |
|
Washington, D.C. 20429 |
|
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|
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(b) |
Whether it is authorized to exercise
corporate trust powers. |
|
|
|
|
Yes. |
|
|
2. |
Affiliations with Obligor. |
|
|
If the obligor is an
affiliate of the trustee, describe each such affiliation. |
|
|
None. |
|
16. |
List of Exhibits. |
|
|
Exhibits identified in
parentheses below, on file with the Commission, are incorporated
herein by reference as an exhibit hereto, pursuant to Rule 7a-29
under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d). |
|
|
1. |
A copy of the articles
of association of The Bank of New York Mellon Trust Company, N.A.,
formerly known as The Bank of New York Trust Company, N.A. (Exhibit
1 to Form T-1 filed with Registration Statement No. 333-121948 and
Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875). |
|
|
2. |
A copy of certificate
of authority of the trustee to commence business. (Exhibit 2 to Form
T-1 filed with Registration Statement No. 333-121948). |
|
|
3. |
A copy of the authorization
of the trustee to exercise corporate trust powers (Exhibit 3 to Form
T-1 filed with Registration Statement No. 333-152875). |
|
- 2 -
|
4. |
A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-152875). |
|
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6. |
The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875). |
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7. |
A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. |
|
- 3 -
SIGNATURE
Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has
duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Cleveland, and State of Ohio, on the 18th day of September, 2008.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
By: /S/ Biagio Impala
Name: Biagio Impala
Title: Vice President
- 4 -
EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK TRUST COMPANY, N.A.
of 700 South Flower Street, Suite 200, Los Angeles, CA 90017
At the close of business June 30, 2008, published in accordance with Federal regulatory authority instructions.
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar Amounts |
|
|
|
|
|
|
in Thousands |
|
ASSETS |
|
|
|
|
|
|
|
|
Cash and balances due from |
|
|
|
|
|
|
|
depository institutions: |
|
|
|
|
|
|
|
Noninterest-bearing balances |
|
|
|
|
|
|
|
and currency and coin |
|
|
|
|
|
1,964 |
|
Interest-bearing balances |
|
|
|
|
|
0 |
|
Securities: |
|
|
|
|
|
|
|
Held-to-maturity securities |
|
|
|
|
|
35 |
|
Available-for-sale securities |
|
|
|
|
|
295,737 |
|
Federal funds sold and securities |
|
|
|
|
|
|
|
purchased under agreements to resell: |
|
|
|
|
|
|
|
Federal funds sold |
|
|
|
|
|
34,400 |
|
Securities purchased under agreements to resell |
|
|
|
|
|
90,123 |
|
Loans and lease financing receivables: |
|
|
|
|
|
|
|
Loans and leases held for sale |
|
|
|
|
|
0 |
|
Loans and leases, |
|
|
|
|
|
|
|
net of unearned income |
|
0 |
|
|
|
|
|
LESS: Allowance for loan and |
|
|
|
|
|
|
|
lease losses |
|
0 |
|
|
|
|
|
Loans and leases, net of unearned |
|
|
|
|
|
|
|
income and allowance |
|
|
|
|
|
0 |
|
Trading assets |
|
|
|
|
|
0 |
|
Premises and fixed assets (including |
|
|
|
|
|
|
|
capitalized leases) |
|
|
|
|
|
12,357 |
|
Other real estate owned |
|
|
|
|
|
0 |
|
Investments in unconsolidated |
|
|
|
|
|
|
|
subsidiaries and associated |
|
|
|
|
|
|
|
companies |
|
|
|
|
|
0 |
|
Not applicable |
|
|
|
|
|
|
|
Intangible assets: |
|
|
|
|
|
|
|
Goodwill |
|
|
|
|
|
876,153 |
|
Other intangible assets |
|
|
|
|
|
286,743 |
|
Other assets |
|
|
|
|
|
140,067 |
|
Total assets |
|
|
|
|
|
$1,737,579 |
|
1
|
|
|
|
|
|
LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
Deposits: |
|
|
|
|
|
In domestic offices |
|
|
|
1,406 |
|
Noninterest-bearing |
|
1,406 |
|
|
|
Interest-bearing |
|
0 |
|
|
|
Not applicable |
|
|
|
|
|
Federal funds purchased and securities |
|
|
|
|
|
sold under agreements to repurchase: |
|
|
|
|
|
Federal funds purchased |
|
|
|
0 |
|
Securities sold under agreements to repurchase |
|
|
|
0 |
|
Trading liabilities |
|
|
|
0 |
|
Other borrowed money: |
|
|
|
|
|
(includes mortgage indebtedness |
|
|
|
|
|
and obligations under capitalized |
|
|
|
|
|
leases) |
|
|
|
218,691 |
|
Not applicable |
|
|
|
|
|
Not applicable |
|
|
|
|
|
Subordinated notes and debentures |
|
|
|
0 |
|
Other liabilities |
|
|
|
132,014 |
|
Total liabilities |
|
|
|
352,111 |
|
Minority interest in consolidated subsidiaries |
|
|
|
0 |
|
|
EQUITY CAPITAL |
|
|
|
|
|
|
Perpetual preferred stock and related surplus |
|
|
|
0 |
|
Common stock |
|
|
|
1,000 |
|
Surplus (exclude all surplus related to preferred stock) |
|
|
|
1,121,520 |
|
Retained earnings |
|
|
|
262,078 |
|
Accumulated other comprehensive |
|
|
|
|
|
income |
|
|
|
870 |
|
Other equity capital components |
|
|
|
0 |
|
Total equity capital |
|
|
|
1,385,468 |
|
Total liabilities, minority interest, and equity capital |
|
|
|
1,737,579 |
|
I, Karen Bayz, Vice President of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.
Karen Bayz ) Vice President
We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.
|
|
|
Michael K. Klugman, President |
) |
|
Frank P. Sulzberger, MD |
) |
Directors (Trustees) |
William D. Lindelof, VP |
) |
|
2
EX-25.(G)
36
c54999_ex-25g.htm
c54999_ex25-g.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing
Exhibit 25(g)
= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
_________________________
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
_________________________
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) |__|
_________________________
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
|
|
|
|
|
13-4994650 |
(State of incorporation |
|
(I.R.S. employer |
if not a national bank) |
|
identification No.) |
|
|
|
1111 Polaris Parkway |
|
|
Columbus, Ohio |
|
43271 |
(Address of principal executive offices) |
|
(Zip Code) |
Robert M. Macallister
Senior Vice President and Associate General Counsel
JPMorgan Chase Bank, National Association
1 Chase Manhattan Plaza
New York, NY 10005-1401
Tel: (212) 552-1716
(Name, address and telephone number of agent for service)
_________________________
The Toledo Edison Company
(Exact name of obligor as specified in its charter)
|
|
|
Ohio |
|
34-4375005 |
(State or other jurisdiction of |
|
(I.R.S. employer |
incorporation or organization) |
|
identification No.) |
|
|
|
c/o FirstEnergy Corp. |
|
|
76 South Main Street |
|
|
Akron, Ohio |
|
44308 |
(Address of principal executive offices) |
|
(Zip Code) |
_________________________
Senior Secured Debt Securities
(Title of the indenture securities)
= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to which it is subject.
Comptroller of the Currency, Washington, D.C.
Board of Governors of the Federal Reserve System, Washington, D.C., 20551
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor and Guarantors.
If the obligor or any guarantor is an affiliate of the trustee, describe each such affiliation.
None.
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of Eligibility.
1. A copy of the Articles of Association of JPMorgan Chase Bank, N.A.
2. A copy of the Certificate of Authority of the Comptroller of the Currency trustee to commence business.
3. None, the authority of the trustee to exercise corporate trust powers being contained in the documents described in Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee. (see Exhibit 4 to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act. (see Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated by reference).
2
7. A copy of the latest report of condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
3
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, JPMorgan Chase Bank, N.A., has duly caused this statement of eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of New York and State of New York, on the 18th day of September, 2008.
|
JPMORGAN CHASE BANK, N.A. |
|
|
|
|
|
|
By: |
/s/ Thomas J. Foley |
|
|
Name: Thomas J. Foley |
|
|
Title: Vice President |
|
4
Exhibit 1
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
CHARTER NO. 8
ARTICLES OF ASSOCIATION
(As Amended June 30, 2008)
For the purpose of organizing an Association to perform any lawful activities of national banks, the undersigned do enter into the following Articles of Association:
FIRST. The title of this Association shall be JPMorgan Chase Bank, National Association (the Association).
SECOND. The main office of the Association shall be in the City of Columbus, County of Delaware, State of Ohio. The general business of the Association shall be conducted at its main office and its branches.
THIRD. The board of directors of this Association shall consist of not less than five nor more than twenty-five persons, the exact number to be fixed and determined from time to time by resolution of a majority of the full board of directors or by resolution of a majority of the shareholders at any annual or special meeting thereof.
FOURTH. There shall be an annual meeting of the shareholders to elect directors and transact whatever other business may be brought before the meeting. It shall be held at the main office or any other convenient place and on such date as the board of directors may designate.
FIFTH. The authorized amount of capital stock of this Association shall be $1,815,000,000, divided into 150,000,000 shares of common stock of the par value of $12 each and 15,000,000 shares of preferred stock of the par value of $1 each; but said capital stock may be increased or decreased from time to time, according to the provisions of the laws of the United States.
In the event of any such increase in the capital stock of this Association by the sale of additional shares or the distribution of additional shares as a stock dividend, each shareholder of this Association (unless otherwise provided by the shareholders vote or votes authorizing the increase) shall be entitled, in proportion to the number of shares of said capital stock owned by him before such increase, to proportionate rights in respect of such additional shares as follows: (1) to the extent that such shareholders proportionate right in respect of such additional shares shall embrace one or more whole shares of such additional shares, to receive (a) in the case of a sale, a transferable warrant entitling the holder to subscribe, within the specified subscription period, for such one or more whole shares of such additional shares or (b) in the case of a stock dividend, a
certificate evidencing such one or more whole shares of such additional shares; and
Page 1 of 3
(2) to the extent that such shareholders proportionate right in respect of such additional shares shall embrace a fraction of a share, to receive (a) in the case of a sale, a fractional subscription warrant, conditioned that it shall be void unless, within the specified subscription period, it is combined with other such fractional subscription warrants in the aggregate entitling the holder thereof to subscribe for a whole share or whole shares of such additional shares and such subscription is completed by such holder of such combined fractional warrants or (b) in the case of a stock dividend, a fractional warrant which shall not represent or entitle the holder thereof to any of the privileges of a shareholder of this Association but may be combined with other such fractional warrants in the aggregate entitling the holder thereof to exchange them for a whole share or whole shares of such
additional shares and conditioned that the holder exchanging such combined fractional warrants for such whole share or whole shares of such additional shares shall receive any dividends applicable to such whole share or whole shares declared after the date of such fractional warrants and payable in respect of such whole share or whole shares at the time of such exchange.
In the event of an increase in the capital stock of this Association in pursuance of a statutory consolidation to which this Association may be a party, the additional shares shall be issued in such a manner as the contract or plan of consolidation may provide, pursuant to and in contemplation of the statute under which said consolidation is effected.
In the event of an increase in the capital stock of this Association in pursuance of a plan or contract (other than in the case of a statutory consolidation) for the acquisition by this Association of the assets, in whole or in part, and the good will of another banking institution or banker, the additional shares shall be subscribed for by or issued to any persons, firms, trustees or corporations, whether or not shareholders of this Association, as, in its discretion in the execution of such plan or contract, the Board of Directors may approve.
The Association, at any time and from time to time, may authorize and issue debt obligations, whether or not subordinated, without the approval of the shareholders.
SIXTH. The Board of Directors shall appoint one of its members President of this Association, who shall be Chairman of the Board; but the Board of Directors may appoint a director, in lieu of the President, to be Chairman of the Board, who shall perform such duties as may be designated by the Board of Directors. The Board of Directors shall have the power to appoint one or more Vice Presidents; to appoint a Cashier and such other officers as may be required to transact the business of this Association; to fix the salaries to be paid to all officers of this Association; and to dismiss such officers, or any of them; but the Board of Directors may delegate the authority to exercise such powers of appointment, salary determination and dismissal.
The Board of Directors shall have the power to define the duties of officers and employees of this Association, to require bonds from them, and to fix the penalty thereof; to regulate the manner in which directors shall be elected or appointed, and to appoint judges of election; in the event of an increase of the capital stock of this Association to regulate the manner in which such increase shall be made; to make all by-laws that it may be lawful for them to make for the general regulation of the business of this Association and the management of its affairs; and generally to do and perform all acts that it may be lawful for a Board of Directors to do and perform.
Page 2 of 3
SEVENTH. The board of directors shall have the power to change the location of the main office to any other location permitted under applicable law, without the approval of the shareholders, and shall have the power to establish or change the location of any branch or branches of the Association to any other location permitted under applicable law, without the approval of the shareholders subject to such limitations as from time to time may be provided by law.
EIGHTH. The corporate existence of this Association shall continue until termination according to the laws of the United States.
NINTH. These Articles of Association may be amended at any regular or special meeting of the shareholders by the affirmative vote of the holders of a majority of the stock of this Association, unless the vote of the holders of a greater amount of stock is required by law, and in that case by the vote of the holders of such greater amount.
In witness whereof, we have hereunto set our hands as of June 30, 2008.
|
|
|
|
|
|
|
|
By |
/s/ James Dimon |
|
|
|
|
|
|
|
|
|
|
|
James Dimon |
|
|
|
|
|
|
|
|
By |
/s/ Frank J. Bisignano |
|
|
|
|
|
|
|
|
|
|
|
Frank J. Bisignano |
|
|
|
|
|
|
|
|
By |
/s/ Steven D. Black |
|
|
|
|
|
|
|
|
|
|
|
Steven D. Black |
|
|
|
|
|
|
|
|
By |
/s/ Michael J. Cavanagh |
|
|
|
|
|
|
|
|
|
|
|
Michael J. Cavanagh |
|
|
|
|
|
|
|
|
By |
/s/ Charles W. Scharf |
|
|
|
|
|
|
|
|
|
|
|
Charles W. Scharf |
|
|
|
|
|
|
|
|
By |
/s/ James E. Staley |
|
|
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|
|
|
|
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|
|
James E. Staley |
Page 3 of 3
Exhibit 2
![](c02img1.jpg)
|
Comptroller of the Currency Administrator of National Banks |
|
Washington, D.C. 20219
Certificate of Corporate Existence and Fiduciary Powers
I, John C. Dugan, Comptroller of the Currency, do hereby certify that:
1.
The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq.,
as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and
control of all records pertaining to the chartering of all National Banking
Associations.
2. JPMorgan Chase Bank, National Association, Columbus, Ohio, (Charter No. 8) is a National Banking Association formed under the laws of the United States and is authorized thereunder to transact the business of banking and exercise Fiduciary Powers on the date of this Certificate.
|
|
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the Treasury Department in the City of Washington and District of Columbia, this July 22, 2008. |
![](c02img2.jpg)
|
|
|
|
|
|
![](c02img3.jpg) |
|
|
|
Comptroller of the Currency |
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
JP Morgan Chase Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business June 30, 2008, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
|
|
|
Dollar Amounts
in Millions |
|
ASSETS |
|
|
|
|
Cash and balances due from depository institutions: |
|
|
|
|
Noninterest-bearing balances and currency and coin |
|
|
31,225 |
|
Interest-bearing balances |
|
|
15,541 |
|
Securities: |
|
|
|
|
Held to maturity securities |
|
|
38 |
|
Available for sale securities |
|
|
111,593 |
|
Federal funds sold and securities purchased under agreements to resell: |
|
|
|
|
Federal funds sold in domestic offices |
|
|
14,532 |
|
Securities purchased under agreements to resell |
|
|
252,666 |
|
Loans and lease financing receivables: |
|
|
|
|
Loans and leases held for sale |
|
|
19,557 |
|
Loans and leases, net of unearned income |
|
|
463,449 |
|
Less: Allowance for loan and lease losses |
|
|
10,740 |
|
Loans and leases, net of unearned income and allowance |
|
|
452,709 |
|
Trading Assets |
|
|
368,802 |
|
Premises and fixed assets (including capitalized leases) |
|
|
7,506 |
|
Other real estate owned |
|
|
554 |
|
Investments in unconsolidated subsidiaries and associated companies |
|
|
3,257 |
|
Intangible assets |
|
|
|
|
Goodwill |
|
|
25,974 |
|
Other Intangible assets |
|
|
14,140 |
|
Other assets |
|
|
60,374 |
|
TOTAL ASSETS |
|
|
1,378,468 |
|
|
|
|
|
|
LIABILITIES |
|
|
|
|
Deposits |
|
|
|
|
In domestic offices |
|
|
461,008 |
|
Noninterest-bearing |
|
|
128,383 |
|
Interest-bearing |
|
|
332,625 |
|
In foreign offices, Edge and Agreement |
|
|
|
|
subsidiaries and IBFs |
|
|
336,668 |
|
Noninterest-bearing |
|
|
7,963 |
|
Interest-bearing |
|
|
328,705 |
|
Federal funds purchased and securities sold under agreements to repurchase: |
|
|
|
|
Federal funds purchased in domestic offices |
|
|
13,992 |
|
Securities sold under agreements to repurchase |
|
|
162,598 |
|
Trading liabilities |
|
|
131,834 |
|
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) |
|
|
76,532 |
|
Subordinated notes and debentures |
|
|
26,327 |
|
Other liabilities |
|
|
59,515 |
|
TOTAL LIABILITIES |
|
|
1,268,474 |
|
Minority Interest in consolidated subsidiaries |
|
|
1,065 |
|
EQUITY CAPITAL |
|
|
|
|
Perpetual preferred stock and related surplus |
|
|
0 |
|
Common Stock |
|
|
1,785 |
|
Surplus (exclude all surplus related to preferred stock) |
|
|
62,508 |
|
Retained earnings |
|
|
46,038 |
|
Accumulated other comprehensive income |
|
|
(1,402 |
) |
Other equity capital components |
|
|
0 |
|
TOTAL EQUITY CAPITAL |
|
|
108,929 |
|
|
|
|
|
|
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL |
|
|
1,378,468 |
|
|
|
|
|
|
I, Michael J. Cavanagh, E.V.P. & Chief Financial Officer of the above-named bank, do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief. |
|
|
|
|
MICHAEL J. CAVANAGH |
|
|
|
|
We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct. |
|
|
|
|
|
JAMES DIMON |
|
|
) |
|
|
STEVEN D. BLACK |
|
|
) DIRECTORS |
|
|
FRANK J. BISIGNANO |
|
|
) |
|
EX-25.(H)
37
c54999_ex-25h.htm
c54999_ex25-h.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing
Exhibit 25(h)
= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
___________________________
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)
|
|
|
|
|
95-3571558 |
(State of incorporation |
|
(I.R.S. employer |
if not a U.S. national bank) |
|
identification no.) |
|
700 South Flower Street |
|
|
Suite 500 |
|
|
Los Angeles, California |
|
90017 |
(Address of principal executive offices) |
|
(Zip code) |
___________________________
Jersey Central Power & Light Company
(Exact name of obligor as specified in its charter) |
|
|
|
|
|
|
New Jersey |
|
21-0485010 |
(State or other jurisdiction of |
|
(I.R.S. employer |
incorporation or organization) |
|
identification no.) |
|
|
c/o FirstEnergy Corp. |
|
|
76 South Main Street |
|
|
Akron, Ohio |
|
44308 |
(Address of principal executive offices) |
|
(Zip code) |
___________________________
Debt Securities
(Title of the indenture securities)
= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
1. |
General information.
Furnish the following information as to the trustee: |
|
|
(a) |
Name and address of
each examining or supervising authority to which it is subject. |
|
|
|
|
|
|
|
|
Name |
|
Address |
|
|
|
Comptroller
of the Currency |
|
|
|
|
United States
Department of the |
|
|
|
|
Treasury |
|
Washington, D.C. 20219 |
|
|
|
|
|
|
|
Federal Reserve
Bank |
|
San Francisco, California 94105 |
|
|
|
|
|
|
|
|
|
|
|
|
Federal Deposit
Insurance Corporation |
|
Washington, D.C. 20429 |
|
|
|
|
(b) |
Whether it is authorized
to exercise corporate trust powers. |
|
|
|
|
Yes. |
|
|
2. |
Affiliations with Obligor. |
|
|
If the obligor is an
affiliate of the trustee, describe each such affiliation. |
|
|
None. |
|
16. |
List of Exhibits. |
|
|
Exhibits identified in
parentheses below, on file with the Commission, are incorporated
herein by reference as an exhibit hereto, pursuant to Rule 7a-29
under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d). |
|
|
1. |
A copy of the articles
of association of The Bank of New York Mellon Trust Company, N.A.,
formerly known as The Bank of New York Trust Company, N.A. (Exhibit
1 to Form T-1 filed with Registration Statement No. 333-121948 and
Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875). |
|
|
2. |
A copy of certificate
of authority of the trustee to commence business. (Exhibit 2 to Form
T-1 filed with Registration Statement No. 333-121948). |
|
|
3. |
A copy of the authorization
of the trustee to exercise corporate trust powers (Exhibit 3 to Form
T-1 filed with Registration Statement No. 333-152875). |
|
- 2 -
|
4. |
A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-152875). |
|
|
6. |
The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875). |
|
|
7. |
A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. |
|
- 3 -
SIGNATURE
Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has
duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Cleveland, and State of Ohio, on the 18th day of September, 2008.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
By: /S/ Biagio Impala
Name: Biagio Impala
Title: Vice President
- 4 -
EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK TRUST COMPANY, N.A.
of 700 South Flower Street, Suite 200, Los Angeles, CA 90017
At the close of business June 30, 2008, published in accordance with Federal regulatory authority instructions.
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar Amounts |
|
|
|
|
|
|
in Thousands |
|
ASSETS |
|
|
|
|
|
|
|
|
Cash and balances due from |
|
|
|
|
|
|
|
depository institutions: |
|
|
|
|
|
|
|
Noninterest-bearing balances |
|
|
|
|
|
|
|
and currency and coin |
|
|
|
|
|
1,964 |
|
Interest-bearing balances |
|
|
|
|
|
0 |
|
Securities: |
|
|
|
|
|
|
|
Held-to-maturity securities |
|
|
|
|
|
35 |
|
Available-for-sale securities |
|
|
|
|
|
295,737 |
|
Federal funds sold and securities |
|
|
|
|
|
|
|
purchased under agreements to resell: |
|
|
|
|
|
|
|
Federal funds sold |
|
|
|
|
|
34,400 |
|
Securities purchased under agreements to resell |
|
|
|
|
|
90,123 |
|
Loans and lease financing receivables: |
|
|
|
|
|
|
|
Loans and leases held for sale |
|
|
|
|
|
0 |
|
Loans and leases, |
|
|
|
|
|
|
|
net of unearned income |
|
0 |
|
|
|
|
|
LESS: Allowance for loan and |
|
|
|
|
|
|
|
lease losses |
|
0 |
|
|
|
|
|
Loans and leases, net of unearned |
|
|
|
|
|
|
|
income and allowance |
|
|
|
|
|
0 |
|
Trading assets |
|
|
|
|
|
0 |
|
Premises and fixed assets (including |
|
|
|
|
|
|
|
capitalized leases) |
|
|
|
|
|
12,357 |
|
Other real estate owned |
|
|
|
|
|
0 |
|
Investments in unconsolidated |
|
|
|
|
|
|
|
subsidiaries and associated |
|
|
|
|
|
|
|
companies |
|
|
|
|
|
0 |
|
Not applicable |
|
|
|
|
|
|
|
Intangible assets: |
|
|
|
|
|
|
|
Goodwill |
|
|
|
|
|
876,153 |
|
Other intangible assets |
|
|
|
|
|
286,743 |
|
Other assets |
|
|
|
|
|
140,067 |
|
Total assets |
|
|
|
|
|
$1,737,579 |
|
1
|
|
|
|
|
|
LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
Deposits: |
|
|
|
|
|
In domestic offices |
|
|
|
1,406 |
|
Noninterest-bearing |
|
1,406 |
|
|
|
Interest-bearing |
|
0 |
|
|
|
Not applicable |
|
|
|
|
|
Federal funds purchased and securities |
|
|
|
|
|
sold under agreements to repurchase: |
|
|
|
|
|
Federal funds purchased |
|
|
|
0 |
|
Securities sold under agreements to repurchase |
|
|
|
0 |
|
Trading liabilities |
|
|
|
0 |
|
Other borrowed money: |
|
|
|
|
|
(includes mortgage indebtedness |
|
|
|
|
|
and obligations under capitalized |
|
|
|
|
|
leases) |
|
|
|
218,691 |
|
Not applicable |
|
|
|
|
|
Not applicable |
|
|
|
|
|
Subordinated notes and debentures |
|
|
|
0 |
|
Other liabilities |
|
|
|
132,014 |
|
Total liabilities |
|
|
|
352,111 |
|
Minority interest in consolidated subsidiaries |
|
|
|
0 |
|
|
EQUITY CAPITAL |
|
|
|
|
|
|
Perpetual preferred stock and related surplus |
|
|
|
0 |
|
Common stock |
|
|
|
1,000 |
|
Surplus (exclude all surplus related to preferred stock) |
|
|
|
1,121,520 |
|
Retained earnings |
|
|
|
262,078 |
|
Accumulated other comprehensive |
|
|
|
|
|
income |
|
|
|
870 |
|
Other equity capital components |
|
|
|
0 |
|
Total equity capital |
|
|
|
1,385,468 |
|
Total liabilities, minority interest, and equity capital |
|
|
|
1,737,579 |
|
I, Karen Bayz, Vice President of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.
Karen Bayz ) Vice President
We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.
|
|
|
Michael K. Klugman, President |
) |
|
Frank P. Sulzberger, MD |
) |
Directors (Trustees) |
William D. Lindelof, VP |
) |
|
2
EX-25.(I)
38
c54999_ex-25i.htm
c54999_ex25-i.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing
Exhibit 25(i)
= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
___________________________
THE BANK OF NEW YORK MELLON
(Exact name of trustee as specified in its charter)
|
|
|
New York |
|
13-5160382 |
(State of incorporation |
|
(I.R.S. employer |
if not a U.S. national bank) |
|
identification no.) |
|
One Wall Street, New York, N.Y. |
|
10286 |
(Address of principal executive offices) |
|
(Zip code) |
___________________________
Metropolitan Edison Company
(Exact name of obligor as specified in its charter) |
|
|
|
|
|
|
Pennsylvania |
|
23-0870160 |
(State or other jurisdiction of |
|
(I.R.S. employer |
incorporation or organization) |
|
identification no.) |
|
c/o FirstEnergy Corp. |
|
|
76 South Main Street |
|
|
Akron, Ohio |
|
44308 |
(Address of principal executive offices) |
|
(Zip code) |
___________________________
Debt Securities
(Title of the indenture securities)
= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
1. |
General information.
Furnish the following information as to the Trustee: |
|
|
(a) |
Name and address of
each examining or supervising authority to which it is subject. |
|
|
|
|
|
|
|
|
Name |
|
Address |
|
|
|
Superintendent
of Banks of the State of |
|
One State Street, New York, N.Y. |
|
|
New York |
|
10004-1417, and Albany, N.Y. |
|
|
|
|
12223 |
|
|
|
|
|
|
|
Federal Reserve
Bank of New York |
|
33 Liberty Street, New York, N.Y. |
|
|
|
|
10045 |
|
|
|
|
|
|
|
Federal Deposit Insurance Corporation |
|
Washington, D.C. 20429 |
|
|
|
|
|
|
|
New York Clearing House Association |
|
New York, New York 10005 |
|
|
|
|
(b) |
Whether it is authorized
to exercise corporate trust powers. |
|
|
|
|
Yes. |
|
|
2. |
Affiliations with Obligor. |
|
|
If the obligor is an
affiliate of the trustee, describe each such affiliation. |
|
|
None. |
|
16. |
List of Exhibits. |
|
|
Exhibits identified in
parentheses below, on file with the Commission, are incorporated
herein by reference as an exhibit hereto, pursuant to Rule 7a-29
under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d). |
|
|
|
|
|
|
1. |
A copy of the Organization
Certificate of The Bank of New York Mellon (formerly known as The Bank
of New York, itself formerly Irving Trust Company) as now in effect,
which contains the authority to commence business and a grant of powers
to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to
Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a
and 1b to Form T-1 filed with Registration Statement No. 33-21672,
Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637,
Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195
and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735). |
|
- 2 -
|
4. |
A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121195). |
|
|
6. |
The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735). |
|
|
7. |
A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. |
|
- 3 -
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 18th day of September, 2008.
THE BANK OF NEW YORK MELLON
By: /S/ FRANCA M. FERRERA
Name: FRANCA M. FERRERA
Title: ASSISTANT VICE PRESIDENT
- 4 -
EXHIBIT 7
|
|
|
|
Consolidated
Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y.
10286
And Foreign and Domestic Subsidiaries, |
a member of the Federal
Reserve System, at the close of business June 30, 2008, published in accordance
with a call made by the Federal Reserve Bank of this District pursuant
to the provisions of the Federal Reserve Act.
|
|
|
|
|
|
Dollar Amounts |
|
ASSETS |
In Thousands |
|
Cash and balances due from depository |
|
|
|
institutions: |
|
|
|
Noninterest-bearing balances and currency |
|
|
|
and coin |
|
3,463,000 |
|
Interest-bearing balances |
|
31,232,000 |
|
Securities: |
|
|
|
Held-to-maturity securities |
|
1,631,000 |
|
Available-for-sale securities |
|
24,769,000 |
|
Federal funds sold and securities purchased |
|
|
|
under agreements to resell: |
|
|
|
Federal funds sold in domestic offices |
|
19,485,000 |
|
Securities purchased under agreements to resell |
|
0 |
|
Loans and lease financing receivables: |
|
|
|
Loans and leases held for sale |
|
0 |
|
Loans and leases, net of unearned |
|
|
|
income |
|
33,282,000 |
|
LESS: Allowance for loan and |
|
|
|
lease losses |
|
244,000 |
|
Loans and leases, net of unearned |
|
|
|
income and allowance |
|
33,038,000 |
|
Trading assets |
|
4,207,000 |
|
Premises and fixed assets (including |
|
|
|
capitalized leases) |
|
906,000 |
|
Other real estate owned |
|
6,000 |
|
Investments in unconsolidated subsidiaries |
|
|
|
and associated companies |
|
760,000 |
|
Not applicable |
|
|
|
Intangible assets: |
|
|
|
Goodwill |
|
2,495,000 |
|
Other intangible assets |
|
998,000 |
|
Other assets |
|
7,072,000 |
|
Total assets |
|
130,062,000 |
|
|
|
|
|
LIABILITIES |
|
|
|
Deposits: |
|
|
|
In domestic offices |
|
34,562,000 |
|
Noninterest-bearing |
|
20,410,000 |
|
Interest-bearing |
|
14,152,000 |
|
In foreign offices, Edge and Agreement |
|
|
|
subsidiaries, and IBFs |
|
64,413,000 |
|
Noninterest-bearing |
|
2,092,000 |
|
Interest-bearing |
|
62,321,000 |
|
Federal funds purchased and securities sold |
|
|
|
under agreements to repurchase: |
|
|
|
Federal funds purchased in domestic |
|
|
|
offices |
|
884,000 |
|
Securities sold under agreements to |
|
|
|
repurchase |
|
89,000 |
|
Trading liabilities |
|
3,678,000 |
|
Other borrowed money: |
|
|
|
(includes mortgage indebtedness and |
|
|
|
obligations under capitalized leases) |
|
1,999,000 |
|
Not applicable |
|
|
|
Not applicable |
|
|
|
Subordinated notes and debentures |
|
2,940,000 |
|
Other liabilities |
|
|
|
|
|
12,854,000 |
|
Total liabilities |
|
121,419,000 |
|
|
Minority interest in consolidated |
|
|
|
subsidiaries |
|
133,000 |
|
|
EQUITY CAPITAL |
|
|
|
Perpetual preferred stock and related |
|
|
|
surplus |
|
0 |
|
Common stock |
|
1,135,000 |
|
Surplus (exclude all surplus related to |
|
|
|
preferred stock) |
|
2,375,000 |
|
Retained earnings |
|
6,131,000 |
|
Accumulated other comprehensive income |
|
-1,131,000 |
|
Other equity capital components |
|
0 |
|
Total equity capital |
|
8,510,000 |
|
Total liabilities, minority interest, and equity |
|
|
|
capital |
|
130,062,000 |
|
I, Thomas P. Gibbons, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.
Thomas P. Gibbons,
Chief Financial Officer
We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has
been prepared in conformance with the instructions and is true and correct.
|
|
|
|
Gerald L. Hassell |
|
|
|
Steven G. Elliott |
|
Directors |
Robert P. Kelly |
|
|
EX-25.(J)
39
c54999_ex-25j.htm
c54999_ex25-j.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing
Exhibit 25(j)
= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
___________________________
THE BANK OF NEW YORK MELLON
(Exact name of trustee as specified in its charter)
|
|
|
New York |
|
13-5160382 |
(State of incorporation |
|
(I.R.S. employer |
if not a U.S. national bank) |
|
identification no.) |
|
One Wall Street, New York, N.Y. |
|
10286 |
(Address of principal executive offices) |
|
(Zip code) |
___________________________
Pennsylvania Electric Company
(Exact name of obligor as specified in its charter) |
|
|
|
|
|
|
Pennsylvania
|
|
25-0718085
|
(State or other jurisdiction of
|
|
(I.R.S. employer
|
incorporation or organization)
|
|
identification no.)
|
|
c/o FirstEnergy Corp.
|
|
|
76 South Main Street
|
|
|
Akron, Ohio
|
|
44308
|
(Address of principal executive offices)
|
|
(Zip code)
|
___________________________
Debt Securities
(Title of the indenture securities)
= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
1. |
General information.
Furnish the following information as to the Trustee: |
|
|
(a) |
Name and address of
each examining or supervising authority to which it is subject. |
|
|
|
|
|
|
|
|
Name |
|
Address |
|
|
|
Superintendent of Banks of the State
of |
|
One State Street, New York, N.Y. |
|
|
New York |
|
10004-1417, and Albany,
N.Y. |
|
|
|
|
12223 |
|
|
|
|
|
|
|
Federal Reserve
Bank of New York |
|
33 Liberty Street, New York, N.Y. |
|
|
|
|
10045 |
|
|
|
|
|
|
|
Federal Deposit
Insurance Corporation |
|
Washington, D.C. 20429 |
|
|
|
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New York Clearing
House Association |
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New York, New York 10005 |
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(b) |
Whether it is authorized
to exercise corporate trust powers. |
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Yes. |
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2. |
Affiliations with Obligor. |
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If the obligor is an
affiliate of the trustee, describe each such affiliation. |
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None. |
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16. |
List of Exhibits. |
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Exhibits identified in
parentheses below, on file with the Commission, are incorporated
herein by reference as an exhibit hereto, pursuant to Rule 7a-29
under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d). |
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1. |
A copy of the Organization
Certificate of The Bank of New York Mellon (formerly known as The Bank
of New York, itself formerly Irving Trust Company) as now in effect,
which contains the authority to commence business and a grant of powers
to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to
Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a
and 1b to Form T-1 filed with Registration Statement No. 33-21672,
Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637,
Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195
and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735). |
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- 2 -
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4. |
A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121195). |
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6. |
The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735). |
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7. |
A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. |
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- 3 -
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 18th day of September, 2008.
THE BANK OF NEW YORK MELLON
By: /S/ FRANCA M. FERRERA
Name: FRANCA M. FERRERA
Title: ASSISTANT VICE PRESIDENT
- 4 -
EXHIBIT 7
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Consolidated
Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y.
10286
And Foreign and Domestic Subsidiaries, |
a member of the Federal
Reserve System, at the close of business June 30, 2008, published in accordance
with a call made by the Federal Reserve Bank of this District pursuant
to the provisions of the Federal Reserve Act.
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Dollar Amounts |
|
ASSETS |
In Thousands |
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Cash and balances due from depository |
|
|
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institutions: |
|
|
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Noninterest-bearing balances and currency |
|
|
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and coin |
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3,463,000 |
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Interest-bearing balances |
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31,232,000 |
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Securities: |
|
|
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Held-to-maturity securities |
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1,631,000 |
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Available-for-sale securities |
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24,769,000 |
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Federal funds sold and securities purchased |
|
|
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under agreements to resell: |
|
|
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Federal funds sold in domestic offices |
|
19,485,000 |
|
Securities purchased under agreements to |
|
|
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resell |
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0 |
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Loans and lease financing receivables: |
|
|
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Loans and leases held for sale |
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0 |
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Loans and leases, net of unearned |
|
|
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income |
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33,282,000 |
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LESS: Allowance for loan and |
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|
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lease losses |
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244,000 |
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Loans and leases, net of unearned |
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|
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income and allowance |
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33,038,000 |
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Trading assets |
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4,207,000 |
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Premises and fixed assets (including |
|
|
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capitalized leases) |
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906,000 |
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Other real estate owned |
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6,000 |
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Investments in unconsolidated subsidiaries |
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|
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and associated companies |
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760,000 |
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Not applicable |
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|
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Intangible assets: |
|
|
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Goodwill |
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2,495,000 |
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Other intangible assets |
|
998,000 |
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Other assets |
|
7,072,000 |
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Total assets |
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130,062,000 |
|
|
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|
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LIABILITIES |
|
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Deposits: |
|
|
|
In domestic offices |
|
34,562,000 |
|
Noninterest-bearing |
|
20,410,000 |
|
Interest-bearing |
|
14,152,000 |
|
In foreign offices, Edge and Agreement |
|
|
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subsidiaries, and IBFs |
|
64,413,000 |
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Noninterest-bearing |
|
2,092,000 |
|
Interest-bearing |
|
62,321,000 |
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Federal funds purchased and securities sold |
|
|
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under agreements to repurchase: |
|
|
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Federal funds purchased in domestic |
|
|
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offices |
|
884,000 |
|
Securities sold under agreements to |
|
|
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repurchase |
|
89,000 |
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Trading liabilities |
|
3,678,000 |
|
Other borrowed money: |
|
|
|
(includes mortgage indebtedness and |
|
|
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obligations under capitalized leases) |
|
1,999,000 |
|
Not applicable |
|
|
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Not applicable |
|
|
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Subordinated notes and debentures |
|
2,940,000 |
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Other liabilities |
|
|
|
|
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12,854,000 |
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Total liabilities |
|
121,419,000 |
|
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Minority interest in consolidated |
|
|
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subsidiaries |
|
133,000 |
|
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EQUITY CAPITAL |
|
|
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Perpetual preferred stock and related |
|
|
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surplus |
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0 |
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Common stock |
|
1,135,000 |
|
Surplus (exclude all surplus related to |
|
|
|
preferred stock) |
|
2,375,000 |
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Retained earnings |
|
6,131,000 |
|
Accumulated other comprehensive income |
|
-1,131,000 |
|
Other equity capital components |
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0 |
|
Total equity capital |
|
8,510,000 |
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Total liabilities, minority interest, and equity |
|
|
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capital |
|
130,062,000 |
|
I, Thomas P. Gibbons, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.
Thomas P. Gibbons,
Chief Financial Officer
We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has
been prepared in conformance with the instructions and is true and correct.
|
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|
|
Gerald L. Hassell |
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|
|
Steven G. Elliott |
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Directors |
Robert P. Kelly |
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-----END PRIVACY-ENHANCED MESSAGE-----