main8_k.htm
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) January 27, 2009
Commission
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Registrant;
State of Incorporation;
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I.R.S.
Employer
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Address; and Telephone
Number
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1-3141
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JERSEY
CENTRAL POWER & LIGHT COMPANY
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21-0485010
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(A
New Jersey Corporation)
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c/o
FirstEnergy Corp.
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76
South Main Street
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Akron,
OH 44308
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Telephone (800)736-3402
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Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2.):
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On January 27, 2009,
Jersey Central Power & Light Company (JCP&L) issued and sold
$300,000,000 aggregate principal amount of its 7.35% Senior Notes due 2019
(Senior Notes) pursuant to the terms of an Underwriting Agreement (Underwriting
Agreement), dated January 22, 2009, among JCP&L and Greenwich Capital
Markets, Inc., Morgan Stanley & Co. Incorporated, UBS Securities LLC and
Wachovia Capital Markets, LLC, acting as representatives of the several
underwriters listed in Schedule I thereto. The Senior Notes are
registered under JCP&L’s automatic shelf registration statement on Form S-3
(SEC File No. 333-153608-03) which was filed and became effective on September
22, 2008.
The Senior Notes
were issued under the Indenture dated as of July 1, 1999, as supplemented,
between JCP&L and The Bank of New York Mellon Trust Company, N.A., as
successor trustee. The terms of the Senior Notes are as set forth in
the Form of 7.35% Senior Notes filed as Exhibit 4.1 to this Form 8-K and
incorporated herein by reference. The Senior Notes will mature on February 1,
2019 and bear interest at the rate of 7.35% per annum payable on February 1 and
August 1 in each year, beginning on August 1, 2009, until
maturity. The Senior Notes are redeemable, in whole or in part, at
JCP&L’s option, at any time prior to maturity at a “make-whole” redemption
price as set forth in the Form of 7.35% Senior Notes.
JCP&L intends to
use the net proceeds from the sale of the Senior Notes to repay short-term debt,
to repurchase equity, for capital expenditures, and to the extent available, for
general corporate purposes.
The Underwriting
Agreement is filed as Exhibit 1.1 to this Form 8-K and is incorporated herein by
reference.
Item
9.01 Financial Statements and Exhibits.
Exhibit
No.
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Description
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1.1
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Underwriting
Agreement, dated January 22, 2009, among Jersey Central Power & Light
Company and Greenwich Capital Markets, Inc., Morgan Stanley & Co.
Incorporated, UBS Securities LLC and Wachovia Capital Markets, LLC, acting
as representatives of the several underwriters listed in Schedule I of the
Underwriting Agreement.
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4.1
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Form of 7.35%
Senior Notes due 2019.
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5.1
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Opinion of
Morgan, Lewis & Bockius LLP.
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5.2
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Opinion of
Akin Gump Strauss Hauer & Feld LLP.
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23.1
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Consent of
Morgan, Lewis & Bockius LLP (contained in Exhibit 5.1
hereto).
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23.2
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Consent of
Akin Gump Strauss Hauer & Feld LLP (contained in Exhibit 5.2
hereto).
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SIGNATURE
Pursuant to the
requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
January 28,
2009
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JERSEY CENTRAL POWER & LIGHT
COMPANY
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Registrant
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Paulette R.
Chatman
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Controller
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