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