SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC
FORM
U-6B-2
Certificate
of Notification
Certificate is
filed by: The Cleveland Electric Illuminating Company ("Cleveland
Electric" or the
"Company"), a wholly owned
subsidiary of FirstEnergy Corp., 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.
In connection with
the issuance and sale on behalf of the Company by the Beaver County Industrial
Development Authority (the "Authority") of a series of
Pollution Control Revenue Refunding Bonds, Series 2005-A, in the principal
amount of $53,900,000 (the "Revenue
Bonds"), Cleveland
Electric delivered to J.P. Morgan Trust Company, National Association, as
trustee (the "Trustee"), a Pollution
Control Facilities Note (Beaver County Industrial Development Authority), Series
2005-A (the "Note") in the same
principal amount of and containing other provisions corresponding to the Revenue
Bonds. The Note was issued pursuant to a Pollution Control Facilities Loan
Agreement dated as of April 1, 2005 (the "Loan
Agreement") between the
Company and the Authority. The Authority issued the Revenue Bonds pursuant to a
Trust Indenture with the Trustee, dated as of April 1, 2005 (the "Trust
Indenture").
Concurrently with
the issuance of the respective Revenue Bonds, the Company entered into an
Insurance Agreement dated as of April 1, 2005 (the "Insurance
Agreement") with Ambac
Assurance Corporation (the "Bond
Insurer"). Pursuant to the
Insurance Agreement, the Bond Insurer delivered to the trustee for the Revenue
Bonds a financial guaranty insurance policy (the "Policy") insuring the
payment of the principal of (but not premium) and interest on the Revenue Bonds
when due.
Pursuant to the
Trust Indenture and in order to induce Ambac to issue the Policy, the Company
issued and delivered to the Trustee as further security for the payment of
principal of (but not premium) and interest on the Revenue Bonds a new series of
its first mortgage bonds (the "First Mortgage
Bonds") under the
Mortgage and Deed of Trust, dated July 1, 1940, as amended and supplemented (the
"Mortgage") from the Company
to JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank), as
successor trustee (the "Mortgage
Trustee"), in an aggregate
principal amount equal to the principal amount of the Revenue Bonds.
| 2. |
Issue,
renewal or guaranty: |
Issue.
| 3. |
Principal
amount of each security: |
$53,900,000
Pollution Control Facilities Note, Series 2005-A
$53,900,000 First
Mortgage Bonds, Pledge Series A of 2005 due 2035
| 4. |
Rate of
interest per annum of each security: |
Upon their issuance
on April 20, 2005, the Revenue Bonds began accruing interest at a Dutch Auction
Rate determined pursuant to certain Dutch Auction Procedures described in
Appendix E to the Official Statement dated March 21, 2005, as supplemented, that
was distributed in connection with the issuance of the Revenue Bonds. The first
auction will occur on May 23, 2005, and the first interest payment will be May
24, 2005. Following this initial Dutch Auction Rate Period, interest on the
Revenue Bonds will continue to be adjusted based upon 35-day Dutch Auction Rate
Periods unless converted to a different Dutch Auction Rate Period or a different
interest rate mode by the Company. The permitted interest rate modes are a Daily
Rate, a Weekly Rate, a Commercial Paper Rate, a Semi-Annual Rate, an Annual
Rate, a Two-Year Rate, a Three-Year Rate, a Five-Year Rate, a Long-Term Rate or
a Dutch Auction Rate.
The Note and First
Mortgage Bonds will accrue interest at the same rate of interest as the Revenue
Bonds, but such interest will be payable under the First Mortgage Bonds only in
the event of a redemption thereof in connection with a declaration of
acceleration of maturity of the Revenue Bonds.
| 5. |
Date of
issue, renewal or guaranty of each security: |
April 20,
2005.
| 6. |
If renewal of
security, give date of original issue: |
Not
applicable.
| 7. |
Date of
maturity of each security: |
April 1,
2035.
| 8. |
Name of the
person to whom each security was issued, renewed or
guaranteed: |
The Note and the
First Mortgage Bonds were issued to the trustee for the Revenue Bonds, which is
J.P. Morgan Trust Company, National Association.
| 9. |
Collateral
given with each security: |
The Note is an
unsecured obligation of Cleveland Electric. The Mortgage, which secures the
First Mortgage Bonds and all other mortgage bonds of Cleveland Electric, serves
as a direct first mortgage lien on substantially all property and franchises,
other than specifically excepted property, owned by Cleveland
Electric.
| 10. |
Consideration
given for each security: |
Cleveland Electric
issued the Note and the First Mortgage Bonds in consideration of the loan by the
Authority to Cleveland Electric of the proceeds of the sale of the Revenue Bonds
and, in the case of the issuance of the First Mortgage Bonds, the Bond Insurer’s
issuance of the Policy.
| 11. |
Application
of proceeds of each security: |
The proceeds of the
Revenue Bonds will be used, together with funds provided by Cleveland Electric,
to redeem on or about May 20, 2005 all of the Authority’s outstanding
Collateralized Pollution Control Revenue Refunding Bonds, Series 1995 (The
Cleveland Electric Illuminating Company Beaver Valley Project).
| 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) 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.
| |
THE CLEVELAND
ELECTRIC ILLUMINATING COMPANY |
| |
By: /s/
Randy
Scilla
Randy Scilla
Assistant Treasurer |
|
Dated: April
27,
2005 |
|