SECURITIES AND EXCHANGE COMMISSION
Washington, DC
FORM U-6B-2
Certificate of Notification
Certificate is filed by: The Cleveland Electric Illuminating Company
("Cleveland Electric"), 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.
1. Type of securities:
In connection with the issuance and sale by the Ohio Air Quality
Development Authority (the "Authority") of $30,000,000 aggregate principal
amount of State of Ohio Pollution Control Revenue Refunding Bonds, Series
2002-B (The Cleveland Electric Illuminating Company Project) (the
"Authority Bonds"), Cleveland Electric issued its Air Quality Facilities
Note, Series 2002-B in the principal amount of $30,000,000 (the "Note")
evidencing its obligation to repay the Authority's loan to it of the
proceeds of the sale of the Authority Bonds pursuant to a Loan Agreement
dated as of October 1, 2002 (the "Loan Agreement") between Cleveland
Electric and the Authority. Pursuant to the Loan Agreement, Cleveland
Electric is obligated to make payments in such amounts and at such times
as will be sufficient to pay, when due, the principal of, premium, if any,
and interest on, the Authority Bonds.
Pursuant to an Insurance Agreement dated as of October 1, 2002 between the
Company and Ambac Assurance Corporation (the "Bond Insurer"), the Bond
Insurer delivered to the trustee for the Authority Bonds a financial
guaranty insurance policy (the "Bond Insurance Policy") insuring the
payment of regularly scheduled payments of the principal of the Authority
Bonds and interest thereon that has become "Due for Payment" (as defined
in the Bond Insurance Policy), which in either case shall be unpaid by
reason of nonpayment by the Authority, and the Company issued to the Bond
Insurer a series of its first mortgage bonds (the "First Mortgage Bonds")
under the Mortgage and Deed of Trust, dated July 1, 1940, from the Company
to JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as
successor trustee, as amended and supplemented (the "Mortgage"), in an
aggregate principal amount equal to the principal amount of the Authority
Bonds. The First Mortgage Bonds were issued to the Bond Insurer to secure
repayment to the Bond Insurer of amounts it may pay on the Authority Bonds
under the Bond Insurance Policy.
2. Issue, renewal or guaranty:
Issue.
3. Principal amount of each security:
$30,000,000
4. Rate of interest per annum of each security:
The Note will bear interest at the rate of interest borne by the Authority
Bonds. The Authority Bonds will accrue interest from the date of issuance
and will initially accrue interest at a Dutch Auction Rate determined
pursuant to certain Dutch Auction Procedures described in Appendix C to
the Official Statement dated September 20, 2002, that was distributed in
connection with the issuance of the Authority Bonds. The first auction
will occur on November 19, 2002 and the first interest payment date will
be November 20, 2002. Following this initial Dutch Auction Rate Period,
interest on the Authority Bonds will be adjusted based upon 35-day Dutch
Auction Rate Periods. Cleveland Electric may from time to time change the
method of determining the interest rate on the Authority Bonds to 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 First Mortgage Bonds will accrue interest at the same rate of interest
as the Authority Bonds, but such interest will be payable only to the
extent interest on the Authority Bonds is paid by the Bond Insurer under
the Bond Insurance Policy.
5. Date of issue, renewal or guaranty of each security:
October 8, 2002.
6. If renewal of security, give date of original issue:
Not applicable.
7. Date of maturity of each security:
September 1, 2033, subject to prepayment or prior redemption.
8. Name of the person to whom each security was issued, renewed or
guaranteed:
The Note was issued by Cleveland Electric to The Bank of New York, as
trustee for the Authority Bonds, for the benefit of the holders of the
Authority Bonds.
The First Mortgage Bond was issued by Cleveland Electric to the Bond
Insurer.
2
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 first 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 in consideration of the loan by the
Authority to Cleveland Electric of the proceeds of the sale of the
Authority Bonds and issued the First Mortgage Bonds in consideration of
the Bond Insurer's issuance of the Bond Insurance Policy.
11. Application of proceeds of each security:
The proceeds of the sale of the Authority Bonds loaned to Cleveland
Electric will be used to pay a portion of the cost of redeeming the
outstanding $30,000,000 aggregate principal amount of the Authority's
State of Ohio Collateralized Pollution Control Revenue Refunding Bonds,
Series 1993 (The Cleveland Electric Illuminating Company 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.
3
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:____________________________
Thomas C. Navin
Treasurer
Date: October 18, 2002
4