Unassociated Document
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) May 21, 2007
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Commission
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Registrant;
State of Incorporation;
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I.R.S.
Employer
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File
Number
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Address;
and Telephone Number
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Identification
No.
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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))
[
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
1.01
Entry into a Material Definitive Agreement.
On
May 21, 2007,
Jersey Central Power & Light Company (JCP&L) completed an offering of
$250,000,000 aggregate principal amount of its 5.65% Senior Notes due 2017
(2017
Notes) and $300,000,000 aggregate principal amount of its 6.15% Senior Notes
due
2037 (2037 Notes and together with the 2017 Notes, Senior Notes) issued under
the Indenture dated as of July 1, 1999 (Indenture), between JCP&L and The
Bank of New York Trust Company, N.A., as successor trustee (Trustee). JCP&L
sold the Senior Notes pursuant to a purchase agreement, dated May 16, 2007
(Purchase Agreement), between JCP&L and Barclays Capital Inc., UBS
Securities LLC, J.P. Morgan Securities Inc. and Wachovia Capital Markets, LLC,
as representatives of the several initial purchasers named in the Purchase
Agreement (collectively, Initial Purchasers), in a private placement exempt
from
the registration requirements under the Securities Act of 1933, as amended
(Securities Act). The Senior Notes were resold by the Initial Purchasers within
the United States only to qualified institutional buyers in reliance on Rule
144A under the Securities Act and to persons outside the United States pursuant
to Regulation S under the Securities Act.
The
2017 Notes will
mature on June 1, 2017, and interest on the 2017 Notes will accrue at a rate
of
5.65% per annum from the date of original issuance and will be payable
semi-annually in arrears on each June 1 and December 1, beginning on December
1,
2007, and on the date of maturity. The 2037 Notes will mature on June 1, 2037,
and interest on the 2037 Notes will accrue at a rate of 6.15% per annum from
the
date of original issuance and will be payable semi-annually in arrears on each
June 1 and December 1, beginning on December 1, 2007, and on the date of
maturity.
The
Senior Notes of
each series will be redeemable as a whole or in part, at JCP&L’s option, at
any time, at a redemption price equal to the greater of: (i) 100% of the
principal amount of such Senior Notes being redeemed, or (ii) as determined
by
an independent investment banker, the sum of the present values of the remaining
scheduled payments of principal of and interest on such Senior Notes that would
be due after the related redemption date but for such redemption, discounted
to
the redemption date on a semi-annual basis (assuming a 360-day year consisting
of twelve 30-day months) at an adjusted Treasury rate determined by reference
to
a comparable Treasury issue having a maturity comparable to the remaining term
of the Senior Notes to be redeemed, plus 20 basis points in the case of the
2017
Notes and plus 25 basis points in the case of the 2037 Notes, plus in each
case,
accrued and unpaid interest on such Senior Notes to the date of
redemption.
As
a result of the
May 14, 2007 redemption described below, the release date occurred under the
Indenture and, at JCP&L’s request, the Trustee surrendered for cancellation
all senior note mortgage bonds previously held by it as collateral for
outstanding senior notes. Accordingly, all of JCP&L’s senior notes under the
Indenture, including the Senior Notes, are now unsecured general obligations
ranking equally with its other unsecured and unsubordinated indebtedness. The
release date occurred due to the satisfaction of the condition that the Trustee
held senior note mortgage bonds constituting not less than 80% in aggregate
principal amount of all outstanding JCP&L first mortgage bonds.
Subject
to certain
exceptions, so long as any senior notes are outstanding under the Indenture,
JCP&L may not issue, assume, guarantee or permit to exist any debt secured
by any lien upon any of JCP&L’s operating property, except for certain
permitted secured debt, without effectively securing all outstanding senior
notes issued under the Indenture, including the Senior Notes, equally and
ratably with that debt (but only so long as such debt is secured). In addition,
subject to certain exceptions, so long as any senior notes are outstanding
under
the Indenture, JCP&L may not enter into or permit to exist any sale and
leaseback transaction with respect to any operating property (except for
transactions involving leases for a term, including renewals, of not more than
48 months), if the purchasers’ commitment is obtained more than 18 months after
the later of the completion of the acquisition, construction or development
of
that operating property or the placing in operation of that operating property
or of that operating property as constructed or developed or substantially
repaired, altered or improved.
Pursuant
to a
registration rights agreement, dated as of May 21, 2007, among JCP&L and
Barclays Capital Inc., UBS Securities LLC, J.P. Morgan Securities Inc. and
Wachovia Capital Markets, LLC, as representatives of the initial purchasers
(Registration Rights Agreement), JCP&L has agreed to consummate an exchange
offer pursuant to an effective registration statement filed with the United
States Securities and Exchange Commission (SEC) to allow holders of Senior
Notes
to exchange the Senior Notes for a new issue of substantially identical debt
securities registered under the Securities Act. In addition, JCP&L has
agreed to file, under certain circumstances, a shelf registration statement
to
cover resales of the Senior Notes. JCP&L has agreed to use its reasonable
best efforts, subject to applicable law, to file a registration statement within
180 calendar days of the date of the original issuance of the Senior Notes
and
to consummate the exchange offer within 210 calendar days of the date of the
original issuance of the Senior Notes. If JCP&L fails to complete the
exchange offer or register the Senior Notes for resale within 210 calendar
days
of the date of original issuance of the Senior Notes, JCP&L will be required
to pay 0.25% per annum additional interest on the Senior Notes until the
exchange offer is consummated or the shelf registration statement relating
to
resale of the Senior Notes is declared effective by the SEC or otherwise becomes
effective under the Securities Act.
A
portion of the net
proceeds from the issuance and sale of the Senior Notes, after deducting the
Initial Purchasers’ discount and estimated expenses, will be used to redeem, as
described below, certain series of JCP&L’s outstanding first mortgage bonds
or to repay short-term debt that was incurred for such purpose. The remaining
net proceeds will be used to fund some or all of a proposed repurchase of up
to
$125 million of JCP&L’s common stock from its parent company, FirstEnergy
Corp., and to the extent available, for general corporate purposes.
On
May 14, 2007,
JCP&L redeemed all $125,000,000 outstanding principal amount of its first
mortgage bonds, 7.50% Series due 2023 at a redemption price of 102% of the
principal amount thereof, plus accrued interest to the redemption date. In
addition, JCP&L has caused notices to be issued for the redemption (i) on
June 11, 2007 of all $150,000,000 outstanding principal amount of its first
mortgage bonds, 6.75% Series due 2025 at a redemption price of 101.97% of the
principal amount thereof, plus accrued interest, and (ii) on July 1, 2007 of
all
$12,200,000 outstanding principal amount of its first mortgage bonds,
Adjustable/Fixed Rate Pollution Control Series due 2015 at par, plus accrued
interest, which secure a like amount of New Jersey Economic Development
Authority Adjustable/Fixed Rate Pollution Control Revenue Bonds, 1985 Series
(Jersey Central Power & Light Company Project) due 2015 to be concurrently
redeemed.
The
above
descriptions of the Senior Notes, the Indenture and the Registration Rights
Agreement do not purport to be a complete statement of the parties' rights
and
obligations under the Senior Notes, the Indenture and Registration Rights
Agreement and the transactions contemplated by the Indenture and Registration
Rights Agreement. The above description is qualified in its entirety by
reference to the Senior Notes, the Indenture and the Registration Rights
Agreement. The form of Indenture was previously filed as Exhibit 4-A to
JCP&L’s Registration Statement on Form S-3 (File No. 333-78717). Copies of
the forms of the Senior Notes and the Registration Rights Agreement are attached
to this Form 8-K as Exhibit 4.1, Exhibit 4.2 and Exhibit 10.1 respectively,
and
are, together with the form of Indenture, incorporated herein by
reference.
Item
2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
The
disclosure
required by this item is included in Item 1.01 and is incorporated herein by
reference.
Item
9.01 Financial Statement and Exhibits.
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Exhibit
No.
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Description
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4.1
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Form
of Jersey
Central Power & Light Company 5.65% Senior Notes due
2017.
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4.2
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Form
of Jersey
Central Power & Light Company 6.15% Senior Notes due
2037.
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4.3
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Indenture,
dated as of July 1, 1999 between Jersey Central Power & Light Company
and The Bank of New York, as successor Trustee (incorporated by reference
to Exhibit 4-A to the registrant’s Registration Statement on Form S-3
(File No. 333-78717) filed on May 18, 1999).
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10.1
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Registration
Rights Agreement, dated as of May 21, 2007, among Jersey Central
Power
& Light Company and Barclays Capital Inc., UBS Securities LLC, J.P.
Morgan Securities Inc. and Wachovia Capital Markets, LLC, as
representatives of the several initial purchasers named in the Purchase
Agreement.
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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.
May
22,
2007
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JERSEY
CENTRAL POWER & LIGHT COMPANY
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Vice
President
and Controller
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