SECURITIES AND EXCHANGE COMMISSION
Washington, DC
FORM U-6B-2
Certificate of Notification
Certificate is filed by: Metropolitan Edison Company (the "Company"), a
subsidiary of FirstEnergy Corp. ("FirstEnergy"), a registered holding company,
pursuant to Rule U-20(d) and Rule U-52(c) adopted under the Public Utility
Holding Company Act of 1935.
This certificate is notice that the above named company has issued,
renewed or guaranteed the security or securities described herein which issue,
renewal or guaranty was exempted from the provisions of Section 6(a) of the Act
and was neither the subject of a declaration or application on Form U-1 nor
included within the exemption provided by Rule U-48.
1. Type of securities:
Medium-Term Notes, Series D (the "Notes").
2. Issue, renewal or guaranty:
Issue.
3. Principal amount of each security:
$50,000,000
4. Rate of interest per annum of each security:
5.93%
5. Date of issue, renewal or guaranty of each security:
June 3, 2002
6. If renewal of security, give date of original issue:
Not Applicable.
7. Date of maturity of each security:
June 1, 2007
8. Name of the person to whom each security was issued, renewed or
guaranteed:
$50,000,000 aggregate principal amount of Notes was sold to J.P. Morgan
Securities Inc. ("J.P. Morgan") and First Union Securities, Inc. ("First
Union"), as principal for resale, pursuant to the terms of that certain
Selling Agency Agreement dated August 11, 1999, as amended by the First
Amendment thereto dated September 19, 2001 by and among the Company, J.P.
Morgan, ABN AMRO Incorporated, First Union and Merrill Lynch, Pierce
Fenner & Smith Incorporated, as supplemented by the Terms Agreement dated
May 29, 2002 by and among the Company, J.P. Morgan and First Union.
9. Collateral given with each security:
Initially, the Notes, which are issued pursuant to an Indenture (the
"Senior Note Indenture") dated as of July 1, 1999, between the Company and
the Bank of New York, as successor trustee (in such capacity, the "Senior
Note Trustee"), will be, in accordance with the Senior Note Indenture,
secured by $50,000,000 aggregate principal amount of the Company's first
mortgage bonds issued pursuant to the Indenture, dated November 1, 1944,
between the Company and the Bank of New York, as Successor Trustee, as
amended and supplemented. However, in accordance with the Senior Note
Indenture, on the date that the Senior Note Trustee holds 80% or more of
all of the Company's outstanding first mortgage bonds, the Notes will no
longer be secured by any of the Company's first mortgage bonds. At that
time, the Notes will be unsecured obligations of the Company and will rank
equally with all of its unsecured and unsubordinated indebtedness.
10. Consideration given for each security:
$49,750,000
11. Application of proceeds of each security:
The Company will use a portion of the net proceeds to repay short term
debt to FirstEnergy and to redeem long term debt.
12. Indicate by a check after the applicable statement below whether the
issue, renewal or guaranty of each security was exempt from the provisions of
Section 6(a) because of:
(a) the provisions contained in the first sentence of Section 6(b) []
(b) the provisions contained in the fourth sentence of Section 6(b) []
(c) the provisions contained in any rule of the Commission other than
Rule U-48 [x]
13. If the security or securities were exempt from the provisions of Section
6(a) by virtue of the first sentence of Section 6(b), give the figures which
indicate that the security or securities aggregate (together with all other then
outstanding notes and drafts of a maturity of nine months or less, exclusive of
days of grace, as to which such company is primarily or secondarily liable)
2
not more than 5 percentum of the principal amount and par value of the other
securities of such company then outstanding. (Demand notes, regardless of how
long they may have been outstanding, shall be considered as maturing in not more
than nine months for purposes of the exemption from Section 6(a) of the Act
granted by the first sentence of Section 6(b)):
Not applicable.
14. If the security or securities are exempt from the provisions of Section
6(a) because of the fourth sentence of Section 6(b), name the security
outstanding on January 1, 1935, pursuant to the terms of which the security or
securities herein described have been issued:
Not applicable.
15. If the security or securities are exempt form the provisions of Section
6(a) because of any rule of the Commission other than Rule U-48, designate the
rule under which exemption is claimed.
Rule 52.
METROPOLITAN EDISON COMPANY
By: /s/ Thomas C. Navin
-------------------
Thomas C. Navin
Treasurer
Date: June 6, 2002
3