-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NVUl1miIJ7QCGvqFUwAiHnqJKIJBlATRL8D/nquxhkOZBA0xUcrIxGInhM/5bUM8 RxXDB5gqaSn4rLw2IZuueA== 0001031296-03-000291.txt : 20031223 0001031296-03-000291.hdr.sgml : 20031223 20031223110018 ACCESSION NUMBER: 0001031296-03-000291 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031223 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20031223 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-02578 FILM NUMBER: 031069772 BUSINESS ADDRESS: STREET 1: 76 S MAIN ST CITY: AKRON STATE: OH ZIP: 44308 BUSINESS PHONE: 2163845100 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PENNSYLVANIA POWER CO CENTRAL INDEX KEY: 0000077278 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 250718810 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03491 FILM NUMBER: 031069769 BUSINESS ADDRESS: STREET 1: 1 E WASHINGTON ST STREET 2: P O BOX 891 CITY: NEW CASTLE STATE: PA ZIP: 16103-0891 BUSINESS PHONE: 4126525531 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03583 FILM NUMBER: 031069767 BUSINESS ADDRESS: STREET 1: 76 SOUTH MAIN STREET CITY: AKRON STATE: OH ZIP: 43308 BUSINESS PHONE: 2166229800 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-02323 FILM NUMBER: 031069768 BUSINESS ADDRESS: STREET 1: 76 SOUTH MAIN STREET STREET 2: C/O FIRSTENERGY CORP CITY: AKRON STATE: OH ZIP: 44308 BUSINESS PHONE: 2166229800 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03141 FILM NUMBER: 031069774 BUSINESS ADDRESS: STREET 1: 2800 POTTSVILLE PIKE CITY: READING STATE: PA ZIP: 19640-0001 BUSINESS PHONE: 6109293601 MAIL ADDRESS: STREET 1: C/O GPU ENERGY STREET 2: 2800 POTTSVILLE PIKE CITY: READING STATE: PA ZIP: 19640-0001 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03522 FILM NUMBER: 031069770 BUSINESS ADDRESS: STREET 1: 2800 POTTSVILLE PIKE READING STREET 2: MUHLENBERG TOWNSHIP CITY: BERKS COUNTY STATE: PA ZIP: 19640-0001 BUSINESS PHONE: 6109293601 MAIL ADDRESS: STREET 1: C/O GPU ENERGY STREET 2: 2800 POTTSVILLE PIKE CITY: READING STATE: PA ZIP: 19605-2459 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-21011 FILM NUMBER: 031069771 BUSINESS ADDRESS: STREET 1: 76 SOUTH MAIN ST CITY: AKRON STATE: OH ZIP: 44308-1890 BUSINESS PHONE: 3303845100 MAIL ADDRESS: STREET 1: 76 SOUTH MAIN ST 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00446 FILM NUMBER: 031069773 BUSINESS ADDRESS: STREET 1: 2800 POTTSVILLE PIKE STREET 2: MUHLENBERG TOWNSHIP CITY: READING STATE: PA ZIP: 19640-0001 BUSINESS PHONE: 6109293601 MAIL ADDRESS: STREET 1: C/O ENERGY GPU ENERGY STREET 2: 2800 POTTERVILLE CITY: READING STATE: PA ZIP: 19640-0001 8-K 1 main.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) December 23, 2003 Commission Registrant; State of Incorporation; I.R.S. Employer File Number Address; and Telephone Number Identification No. - ----------- ------------------------------------------ ------------------ 333-21011 FIRSTENERGY CORP. 34-1843785 (An Ohio Corporation) 76 South Main Street Akron, OH 44308 Telephone (800)736-3402 1-2578 OHIO EDISON COMPANY 34-0437786 (An Ohio Corporation) 76 South Main Street Akron, OH 44308 Telephone (800)736-3402 1-2323 THE CLEVELAND ELECTRIC ILLUMINATING COMPANY 34-0150020 (An Ohio Corporation) c/o FirstEnergy Corp. 76 South Main Street Akron, OH 44308 Telephone (800)736-3402 1-3583 THE TOLEDO EDISON COMPANY 34-4375005 (An Ohio Corporation) c/o FirstEnergy Corp. 76 South Main Street Akron, OH 44308 Telephone (800)736-3402 1-3491 PENNSYLVANIA POWER COMPANY 25-0718810 (A Pennsylvania Corporation) c/o FirstEnergy Corp. 76 South Main Street Akron, OH 44308 Telephone (800)736-3402 1-3141 JERSEY CENTRAL POWER & LIGHT COMPANY 21-0485010 (A New Jersey Corporation) c/o FirstEnergy Corp. 76 South Main Street Akron, OH 44308 Telephone (800)736-3402 1-446 METROPOLITAN EDISON COMPANY 23-0870160 (A Pennsylvania Corporation) c/o FirstEnergy Corp. 76 South Main Street Akron, OH 44308 Telephone (800)736-3402 1-3522 PENNSYLVANIA ELECTRIC COMPANY 25-0718085 (A Pennsylvania Corporation) c/o FirstEnergy Corp. 76 South Main Street Akron, OH 44308 Telephone (800)736-3402 Item 5. Other Events On December 23, 2003, Standard and Poor's Rating Services lowered its corporate credit rating on FirstEnergy Corp. to "BBB-" from "BBB" and cut its senior unsecured debt rating to "BB+" from "BBB-". Except for senior secured issue ratings on Ohio Edison Company's bonds, all subsidiary ratings were lowered one notch as well (see table below). The ratings were removed from CreditWatch, where they were placed with negative implications on August 18, 2003. The outlook is stable. Standard & Poor's Ratings List FirstEnergy Corp. To From --- ---- Corp. credit rating BBB-/Stable/-- BBB/Watch Neg/-- Senior unsecured debt BB+ BBB-/Watch Neg The Cleveland Electric Illuminating Company Corp. credit rating BBB-/Stable/-- BBB/Watch Neg/-- Senior secured debt BBB- BBB/Watch Neg Senior unsecured debt BB+ BBB-/Watch Neg The Toledo Edison Company Corp. credit rating BBB-/Stable/-- BBB/Watch Neg/-- Senior secured debt BBB- BBB/Watch Neg Senior unsecured debt BB+ BBB-/Watch Neg Ohio Edison Company Corp. credit rating BBB-/Stable/-- BBB/Watch Neg/-- Senior secured debt BBB BBB/Watch Neg Senior unsecured debt BB+ BBB-/Watch Neg Jersey Central Power & Light Company Corp. credit rating BBB-/Stable/-- BBB/Watch Neg/-- Senior secured debt BBB BBB+/Watch Neg Metropolitan Edison Company Corp. credit rating BBB-/Stable/-- BBB/Watch Neg/-- Senior secured debt BBB BBB+/Watch Neg Pennsylvania Electric Company Corp. credit rating BBB-/Stable/-- BBB/Watch Neg/-- Senior unsecured debt BB+ BBB-/Watch Neg Pennsylvania Power Company Corp. credit rating BBB-/Stable/-- BBB/Watch Neg/-- Senior secured debt BBB- BBB/Watch Neg Senior unsecured debt BB+ BBB-/Watch Neg Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits (c) Exhibits. Exhibit No. Description - ----------- ----------- 99 Press Release issued by FirstEnergy Corp., dated December 23, 2003 2 Item 9. Regulation FD Disclosure On December 23, 2003, FirstEnergy Corp. issued a press release related to Standard & Poor's decision to lower its corporate credit ratings on FirstEnergy Corp. and its subsidiaries. A copy of the press release is furnished, not filed, as Exhibit 99 hereto and is incorporated by reference. Forward-Looking Statement: This Form 8-K includes forward-looking statements based on information currently available to management. Such statements are subject to certain risks and uncertainties. These statements typically contain, but are not limited to, the terms "anticipate," "expect," "believe," "estimate," and similar words. Actual results may differ materially due to the speed and nature of increased competition and deregulation in the electric utility industry, economic or weather conditions affecting future sales and margins, changes in markets for energy services, changing energy and commodity market prices, replacement power costs being higher than anticipated or inadequately hedged, maintenance costs being higher than anticipated, legislative and regulatory changes (including revised environmental requirements), adverse regulatory or legal decisions and the outcome of governmental investigations, availability and cost of capital, inability of the Davis-Besse Nuclear Power Station to restart (including because of any inability to obtain a favorable final determination from the Nuclear Regulatory Commission), inability to accomplish or realize anticipated benefits of strategic goals, the ability to improve electric commodity margins and to experience growth in the distribution business, the ability to access the public securities markets, further investigation into the causes of the August 14, 2003 regional power outage and the outcome, cost and other effects of present and potential legal and administrative proceedings and claims related to that outage, a denial of or material change to the Company's Application related to its Rate Stabilization Plan, and other factors discussed from time to time in FirstEnergy's Securities and Exchange Commission filings, including its annual report on Form 10-K (as amended) for the year ended December 31, 2002, its Form 10-Q for the quarter ended September 30, 2003 and under "Risk Factors" in the Prospectus Supplement dated September 12, 2003 to the Prospectus dated August 29, 2003 (which was part of the Registration Statement-SEC File No. 333-103865) and other similar factors. FirstEnergy expressly disclaims any current intention to update any forward-looking statements contained in this document as a result of new information, future events, or otherwise. 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. December 23, 2003 FIRSTENERGY CORP. ----------------- Registrant OHIO EDISON COMPANY ------------------- Registrant THE CLEVELAND ELECTRIC ILLUMINATING COMPANY ---------------------- Registrant THE TOLEDO EDISON COMPANY ------------------------ Registrant PENNSYLVANIA POWER COMPANY -------------------------- Registrant JERSEY CENTRAL POWER & LIGHT COMPANY ------------------------------------ Registrant METROPOLITAN EDISON COMPANY --------------------------- Registrant PENNSYLVANIA ELECTRIC COMPANY ----------------------------- Registrant /s/ Jeffrey R. Kalata --------------------------------------- Jeffrey R. Kalata Assistant Controller 4 EX-99 3 exh99.txt EXHIBIT 99 FirstEnergy Corp. For Release: December 23, 2003 76 South Main Street Akron, OH 44308 www.firstenergycorp.com News Media Contact: Investor Contact: Kristen Baird Kurt Turosky (330) 761-4261 (330) 384-5500 FIRSTENERGY ISSUES STATEMENT ON STANDARD & POORS RATING ACTION; ANNOUNCES WEBCAST OF TELECONFERNCE WITH ANALYSTS FirstEnergy Corp. (NYSE:FE) today issued the following statement regarding Standard & Poor's decision to reduce FirstEnergy's credit rating: "We are disappointed with Standard & Poor's rating action today and respectfully disagree with their conclusion. While we have faced a number of operational challenges this past year, we have made steady progress toward enhancing our financial strength and flexibility, and improving our overall credit profile. We will reduce outstanding debt and preferred stock this year by approximately $1.7 billion. Our cash generation remains among the strongest in the industry, estimated on a non-GAAP basis(*) at $720 million for 2003 and more than $1 billion in 2004; and our liquidity position remains favorable. Our recently completed common equity offering generated $935 million in net proceeds, which was used to reduce outstanding debt, and the recent renewal of our $1 billion short-term credit facility was strongly supported by our banking group. A portion of the company's $1.2 billion in undrawn credit capacity will be used to meet up to $470 million in cash and collateral calls that could be triggered by Standard & Poor's action. Our overall credit profile was meaningfully improved during 2003 and we expect continued substantial progress in 2004 through the use of our free cash to continue to reduce debt outstanding and improve our credit profile. The company is maintaining the earnings guidance for 2004 announced at the December 3 analyst meeting of $2.70 to $2.85 per share on a GAAP basis." 2 Members of FirstEnergy's senior management team will address the rating change as well as other company developments in a teleconference with analysts today, Tuesday, December 23, 2003, at 11 a.m., Eastern Time. Investors, customers and other interested parties are invited to listen to a live Internet Webcast of the teleconference by accessing the company's Investor Information Web site, www.firstenergycorp.com/ir, clicking on the Webcast icon and selecting Analyst Teleconference. The teleconference will be archived on the Web site. This Webcast requires RealPlayer 8 and at least a 14.4 kbps connection to the Internet. RealPlayer 8 basic software is downloadable free from www.real.com/products/player/index.html, or it can be downloaded from FirstEnergy's Internet site. FirstEnergy Corp. ---------------- Reconciliation of 2003 Estimated Cash Flows from Operations (GAAP basis) ------------------------------------------------------------------------ to Free Cash Generation (non-GAAP basis) --------------------------------------- ($ in millions) 2003 Estimate - ------------------------------------------------------------------------------- Cash flows from operations (GAAP basis)........................... $1,924 Less: Capital expenditures...................................... (764) Nuclear fuel fabrication.................................. (82) Common stock dividends.................................... (454) Add: Cash from divestitures of non-core assets................. 96 -- Free cash generation (non-GAAP basis)............................. $720 ---- Reconciliation of 2004 Estimated Cash Flows from Operations ----------------------------------------------------------- (GAAP basis) to Free Cash Generation (non-GAAP basis) ---------------------------------------------------- ($ in millions) 2004 Estimate - ------------------------------------------------------------------------------- Cash flows from operations (GAAP basis)........................... $2,296 Less: Capital expenditures...................................... (720) Nuclear fuel fabrication.................................. (85) Common stock dividends.................................... (492) Add: Cash from divestitures of non-core assets................. 50 -- Free cash generation (non-GAAP basis)........................... $1,049 ------ 3 FirstEnergy Corp. is a registered public utility holding company headquartered in Akron, Ohio. FirstEnergy subsidiaries and affiliates are involved in the generation, transmission and distribution of electricity; exploration and production of oil and natural gas; transmission and marketing of natural gas; energy management and other energy- related services. (*) This news release contains the non-GAAP financial measures "free cash generation." Generally, a non-GAAP financial measure is a numerical measure of a company's historical or future financial performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with accounting principles generally accepted in the United States. Management believes that investors would find this non-GAAP measure useful because it shows the amount of free cash expected to be available to the company. Forward-Looking Statement: This news release includes forward-looking statements based on information currently available to management. Such statements are subject to certain risks and uncertainties. These statements typically contain, but are not limited to, the terms "anticipate," "expect," "believe," "estimate," and similar words. Actual results may differ materially due to the speed and nature of increased competition and deregulation in the electric utility industry, economic or weather conditions affecting future sales and margins, changes in markets for energy services, changing energy and commodity market prices, replacement power costs being higher than anticipated or inadequately hedged, maintenance costs being higher than anticipated, legislative and regulatory changes (including revised environmental requirements), adverse regulatory or legal decisions and the outcome of governmental investigations, availability and cost of capital, inability of the Davis-Besse Nuclear Power Station to restart (including because of any inability to obtain a favorable final determination from the Nuclear Regulatory Commission), inability to accomplish or realize anticipated benefits of strategic goals, the ability to improve electric commodity margins and to experience growth in the distribution business, the ability to access the public securities markets, further investigation into the causes of the August 14, 2003 regional power outage and the outcome, cost and other effects of present and potential legal and administrative proceedings and claims related to that outage, a denial of or material change to the Company's Application related to its Rate Stabilization Plan, and other factors discussed from time to time in FirstEnergy's Securities and Exchange Commission filings, including its annual report on Form 10-K (as amended) for the year ended December 31, 2002, its Form 10-Q for the quarter ended September 30, 2003 and under "Risk Factors" in the Prospectus Supplement dated September 12, 2003 to the Prospectus dated August 29, 2003 (which was part of the Registration Statement-SEC File No. 333-103865) and other similar factors. FirstEnergy expressly disclaims any current intention to update any forward-looking statements contained in this document as a result of new information, future events, or otherwise. (122303) -----END PRIVACY-ENHANCED MESSAGE-----