Cleveland Electric Illuminating Company Certificate of Notification
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 Ohio Air Quality
Development Authority (the "Air
Authority")
of a series of
State of Ohio Pollution Control Revenue Refunding Bonds, Series 2005-A, in
the
principal amount of $2,900,000 (the "Air
Bonds"),
by the Ohio
Water Development Authority (the "Water
Authority")
of a series of
State of Ohio Pollution Control Revenue Refunding Bonds, Series 2005-A, in
the
principal amount of $40,900,000 (the "Water
Bonds"),
and by the
Beaver County Industrial Development Authority (the "BCIDA")
of a series of
Pollution Control Revenue Refunding Bonds, Series 2005-B, in the principal
amount of $45,150,000 (the "BCIDA
Bonds",
and together with
the Air Bonds and the Water Bonds, the "Revenue
Bonds"),
Cleveland
Electric delivered to J.P. Morgan Trust Company, National Association, as
trustee (the "Trustee"),
an Air Quality
Facilities Note, Series 2005-A with respect to the Air Bonds, a Waste Water
Facilities and Solid Waste Facilities Note, Series 2005-A with respect to the
Water Bonds and a Pollution Control Facilities Note (Beaver County Industrial
Development Authority), Series 2005-B with respect to the BCIDA Bonds (each
a
"Note"
and collectively,
the "Notes"),
each in the same
principal amount of and containing other provisions corresponding to the related
Revenue Bonds. Each Note was issued pursuant to a separate Loan Agreement dated
as of July 1, 2005 (collectively, the "Loan
Agreements")
between the
Company and the respective Authority. The respective Authority issued the
related Revenue Bonds pursuant to separate Trust Indentures with the Trustee,
each dated as of July 1, 2005 (collectively, the "Trust
Indentures").
Concurrently
with
the issuance of the respective Revenue Bonds, the Company entered into separate
Insurance Agreements dated as of July 1, 2005 (collectively, the "Insurance
Agreements")
with Financial
Guaranty Insurance Company (the "Bond
Insurer").
Pursuant to the
Insurance Agreements, the Bond Insurer delivered to the trustee for the Revenue
Bonds separate municipal bond new issue insurance policies (the "Policies")
insuring the
payment of the principal of (but not premium) and interest on the related
Revenue Bonds when due. Pursuant to the respective Insurance Agreements and
in
order to induce the Bond Insurer to issue the Policies, the Company issued
and
delivered to the Bond Insurer, as security for the repayment to the Bond Insurer
of payments under the Policies, three new series of its first mortgage bonds
(collectively, the "First
Mortgage Bonds")
under its
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 related Revenue Bonds.
| 2. |
Issue,
renewal
or guaranty:
|
Issue.
| 3. |
Principal
amount of each security:
|
$40,900,000
Waste
Water Facilities and Solid Waste Facilities Note, Series 2005-A
$2,900,000
Air
Quality Facilities Note, Series 2005-A
$45,150,000
Pollution Control Facilities Note (Beaver County Industrial Development
Authority), Series 2005-B
$40,900,000
First
Mortgage Bonds, Pledge Series B of 2005 due 2034
$2,900,000
First
Mortgage Bonds, Pledge Series C of 2005 due 2034
$45,150,000
First
Mortgage Bonds, Pledge Series D of 2005 due 2035
| 4. |
Rate
of
interest per annum of each security:
|
Upon
their issuance
on July 1, 2005, the Revenue Bonds began accruing interest at a Dutch Auction
Rate. The first auction will occur on July 13, 2005, and the first interest
payment will be July 14, 2005 with respect to the Water Bonds. The first auction
will occur on July 11, 2005, and the first interest payment will be July 12,
2005 with respect to the Air Bonds and the BCIDA Bonds. Following these initial
Dutch Auction Rate Periods, interest on the Water Bonds will continue to be
adjusted based upon 35-day Dutch Auction Rate Periods and interest on the Air
Bonds and the BCIDA Bonds will continue to be adjusted based upon 7-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
respective Notes
and First Mortgage Bonds will accrue interest at the same rate of interest
as
the related Revenue Bonds, but such interest will be payable under the
respective First Mortgage Bonds only in the event of a redemption thereof in
connection with a declaration of acceleration of maturity of the related Revenue
Bonds.
| 5. |
Date
of issue,
renewal or guaranty of each security:
|
July
1,
2005.
| 6. |
If
renewal of
security, give date of original issue:
|
Not
applicable.
| 7. |
Date
of
maturity of each security:
|
Waste
Water
Facilities and Solid Waste Facilities Note, Series 2005-A: January 1,
2034
Air
Quality Facilities Note, Series 2005-A: January 1, 2034
Pollution
Control
Facilities Note (Beaver County Industrial Development Authority), Series 2005-B:
January 1, 2035
$40,900,000
First
Mortgage Bonds, Pledge Series B of 2005: January 1, 2034
$2,900,000
First
Mortgage Bonds, Pledge Series C of 2005: January 1, 2034
$45,150,000
First
Mortgage Bonds, Pledge Series D of 2005: January 1, 2035
| 8. |
Name
of the
person to whom each security was issued, renewed or
guaranteed:
|
The
Notes were issued to the respective trustees for the Revenue Bonds, which is
in
each case J.P. Morgan Trust Company, National Association. The First Mortgage
Bonds were issued to the Bond Insurer.
| 9. |
Collateral
given with each security:
|
The
Notes are an
unsecured obligation of Cleveland Electric. The Mortgage, which secures the
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 Notes in consideration of the loan by the respective Authority to
Cleveland Electric of the proceeds of the sale of the related Revenue Bonds
and
issued the First Mortgage Bonds in consideration of the Bond Insurer’s issuance
of the respective Policies.
| 11. |
Application
of
proceeds of each security:
|
The
proceeds of the
Water Bonds will be used, together with funds provided by Cleveland Electric,
to
redeem on or about August 1, 2005 all of the outstanding Collateralized State
of
Ohio Pollution Control Revenue Refunding Bonds, Series 1995 (The Cleveland
Electric Illuminating Company Project).
The
proceeds of the
Air Bonds will be used, together with funds provided by Cleveland Electric,
to
redeem on or about August 1, 2005 all of the outstanding State of Ohio
Collateralized Pollution Control Revenue Refunding Bonds, Series 1995 (The
Cleveland Electric Illuminating Company Project).
The
proceeds of the
BCIDA Bonds will be used, together with funds provided by Cleveland Electric,
to
redeem on or about August 1, 2005 all of the outstanding Collateralized
Pollution Control Revenue Refunding Bonds, Series 1995-A (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:
July
12,
2005
|
|