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) November 20, 2007
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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333-21011
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FIRSTENERGY
CORP.
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34-1843785
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(An
Ohio Corporation)
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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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333-145140-01
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FIRSTENERGY
SOLUTIONS CORP.
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31-1560186
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(An
Ohio 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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1-2578
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OHIO
EDISON COMPANY
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34-0437786
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(An
Ohio 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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1-2323
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THE
CLEVELAND ELECTRIC ILLUMINATING COMPANY
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34-0150020
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(An
Ohio 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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1-3583
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THE
TOLEDO EDISON COMPANY
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34-4375005
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(An
Ohio 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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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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1-446
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METROPOLITAN
EDISON COMPANY
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23-0870160
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(A
Pennsylvania 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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1-3522
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PENNSYLVANIA
ELECTRIC COMPANY
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25-0718085
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(A
Pennsylvania 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:
[
] 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.
FirstEnergy
Corp. and Subsidiaries Extension of and Amendment to Credit
Facility.
Effective
November
20, 2007, FirstEnergy Corp. (FirstEnergy), Ohio Edison Company (OE),
Pennsylvania Power Company (Penn), The Cleveland Electric Illuminating Company
(CEI), The Toledo Edison Company (TE), Jersey Central Power & Light Company
(JCP&L), Metropolitan Edison Company (Met-Ed), Pennsylvania Electric Company
(Penelec), FirstEnergy Solutions Corp. (FES) and American Transmission Systems,
Incorporated (ATSI), as borrowers (collectively, the Borrowers), agreed,
pursuant to a Consent and Amendment with the lenders under the Borrowers’ $2.75
billion Credit Agreement, dated as of August 24, 2006 (Facility), to (i) the
extension of the termination date of the Facility for one year to August 24,
2012 (Facility Extension), and (ii) the amendment of certain provisions of
the
Facility relating to future extensions of the Facility termination date beyond
2012 and the requirements for borrowings by FES (Amendments).
The
Amendments
provide for an unlimited number of additional one-year extensions of the
Facility termination date upon shorter notice to the lenders than was provided
by the original terms of the Facility, which permitted only two such
extensions. In particular, the Amendments provide that Borrowers may,
by notice to the administrative agent (which shall promptly notify the lenders)
not earlier than 45 days and not later than 35 days prior to any anniversary
of
the date of the Consent and Amendment (Anniversary Date), request that each
lender extend such lender’s termination date for an additional year after the
termination date then in effect for such lender. Each lender, acting
in its sole and individual discretion, shall notify, not earlier than 30 days
and not later than 20 days prior to the applicable Anniversary Date, the
administrative agent whether or not it agrees to such extension. The
administrative agent shall notify the Borrowers of each lender’s determination
by the fifth day prior to the Anniversary Date (or, if such date is not a
business day, on the next business day), and if the aggregate amount of the
commitments of lenders agreeing to such extension is more than 66-2/3% of total
Facility commitments then in effect, the extension will be deemed effective
as
of that date.
In
addition, the
Amendments increase FES’ borrowing sub-limit under the Facility to up to $1
billion and remove any requirements for the delivery of a FirstEnergy guaranty
of FES’ obligations under the Facility or the prepayment of outstanding advances
by FES (previously required in each case, in the event of a downgrade in FES’
credit ratings below (i) BBB- by Standard & Poor’s Ratings Services, or any
successor thereto (S&P) and (ii) Baa3 by Moody’s Investors Service, Inc. or
any successor thereto (Moody’s)).
The
Facility, which
was originally reported on a Current Report on Form 8-K, dated August 24, 2006,
remains in effect and unchanged except for the Facility Extension and Amendments
described above. In particular, the borrowing sub-limit for each
Borrower, as well as the limitations on short-term indebtedness applicable
to
each Borrower under current regulatory approvals and applicable statutory and/or
charter limitations are as follows:
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Revolving
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Regulatory
and
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Credit
Facility
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Other
Short-Term
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Borrower
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Sub-Limit
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Debt
Limitations
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(1)
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(In
millions)
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FirstEnergy
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$
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2,750
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$
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-
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(2)
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OE
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500
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500
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Penn
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50
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41
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CEI
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250
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(3)
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500
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TE
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250
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(3)
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500
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JCP&L
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425
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423
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Met-Ed
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250
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250
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(4)
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Penelec
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250
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250
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(4)
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FES
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1,000
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-
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(2)
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ATSI
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-
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(5)
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50
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(1)
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As
of
September 30, 2007.
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(2)
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No
regulatory
approvals, statutory or charter limitations
applicable.
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(3)
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Borrowing
sub-limits for CEI and TE may be increased to up to $500 million by
delivering notice to the administrative agent that such borrower
has
senior unsecured debt ratings of at least BBB by S&P and Baa2 by
Moody’s.
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(4)
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Excluding
amounts which may be borrowed under the FirstEnergy regulated subsidiaries
money pool.
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(5)
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The
borrowing
sub-limit for ATSI may be increased up to $100 million by delivering
notice to the administrative agent that either (i) such borrower
has
senior unsecured debt ratings of at least BBB- by S&P and Baa3 by
Moody’s or (ii) FirstEnergy has guaranteed the obligations of such
borrower under the facility.
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The
foregoing
summary does not purport to be complete and is qualified in its entirety by
reference to the Facility and the Consent and Amendment.
Forward-Looking
Statements: 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 include
declarations regarding management’s intents, beliefs and current expectations.
These statements typically contain, but are not limited to, the terms
“anticipate,” “potential,” “expect,” “believe,” “estimate” and similar words.
Forward-looking statements involve estimates, assumptions, known and unknown
risks, uncertainties and other factors that may cause actual results,
performance or achievements to be materially different from any future results,
performance or achievement expressed or implied by such forward-looking
statements. Actual results may differ materially due to 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, 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, the continued
ability of FirstEnergy’s regulated utilities to collect transition and other
charges or to recover increased transmission costs, maintenance costs being
higher than anticipated, other legislative and regulatory changes including
revised environmental requirements, the uncertainty of the timing and amounts
of
the capital expenditures needed to, among other things, implement the 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, adverse regulatory or legal decisions and outcomes (including,
but
not limited to, the revocation of necessary licenses or operating permits and
oversight) by the NRC (including, but not limited to, the Demand for Information
issued to FENOC on May 14, 2007) as disclosed in the registrants’ SEC
filings, the timing and outcome of various proceedings before the PUCO
(including, but not limited to, the distribution rate cases and the generation
supply plan filing for the Ohio Companies and the successful resolution of
the
issues remanded to the PUCO by the Ohio Supreme Court regarding the RSP and
RCP,
including the deferral of fuel costs) and the PPUC (including the resolution
of
the Petitions for Review filed with the Commonwealth Court of Pennsylvania
with
respect to the transition rate plan for Met-Ed and Penelec), the continuing
availability of generating units and their the ability to operate at, or near
full capacity, the ability to comply with applicable state and federal
reliability standards, the inability to accomplish or realize anticipated
benefits from strategic goals (including employee workforce initiatives), the
ability to improve electric commodity margins and to experience growth in the
distribution business, the ability to access the public securities and other
capital markets and the cost of such capital, the outcome, cost and other
effects of present and potential legal and administrative proceedings and claims
related to the August 14, 2003 regional power outage, the risks
and other factors discussed from time to time in the registrants’ SEC filings,
and other similar factors. The foregoing review of factors should not be
construed as exhaustive. New factors emerge from time to time, and it is not
possible to predict all such factors, nor assess the impact of any such factor
on the registrants’ 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. Also, a security rating is not a recommendation
to
buy, sell or hold securities, and it may be subject to revision or withdrawal
at
any time and each such rating should be evaluated independently of any other
rating. The registrants expressly disclaim any current intention to update
any
forward-looking statements contained herein as a result of new information,
future events, or otherwise.
SIGNATURES
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.
November
20,
2007
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FIRSTENERGY
CORP.
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Registrant
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FIRSTENERGY
SOLUTIONS CORP.
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Registrant
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OHIO
EDISON COMPANY
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Registrant
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THE
CLEVELAND ELECTRIC
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ILLUMINATING
COMPANY
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Registrant
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THE
TOLEDO EDISON COMPANY
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Registrant
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METROPOLITAN
EDISON COMPANY
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Registrant
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PENNSYLVANIA
ELECTRIC COMPANY
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Registrant
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Harvey
L.
Wagner
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Vice
President, Controller
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and
Chief
Accounting Officer
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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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(Principal
Accounting Officer)
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