Rule 424(b)(3)
File Nos. 333-78717
333-88783
PRICING SUPPLEMENT DATED MAY 9, 2001
(to Prospectus dated November 15, 1999
and Prospectus Supplement dated November 15, 1999)
JERSEY CENTRAL POWER & LIGHT COMPANY
Medium Term Notes, Series E, Tranche 1
Trade Date: May 9, 2001
Principal Amount: $150,000,000
Original Issue Date: May 14, 2001
Maturity Date: May 15, 2006
Interest Rate: 6.45% per annum, accruing from May 14, 2001
Interest Payment Dates: May 15 and November 15, commencing
November 15, 2001
Agents' Discounts or
Commissions: $900,000
Proceeds to Company: $148,795,500
Additional Terms: $75,000,000 of the principal amount of the Notes
has been sold to Morgan Stanley & Co.
Incorporated and $75,000,000 of the principal
amount of the Notes has been sold to J.P. Morgan
Securities Inc., each as principal, for resale
to the public at a price of 99.797%. In
addition, Morgan Stanley & Co. Incorporated and
J.P. Morgan Securities Inc. have agreed to
reimburse certain expenses incurred by the
Company in connection with the offering of the
Notes.
The Agents and their affiliates engage in
various general financing and banking
transactions with the Company and its
affiliates. In particular an affiliate of J.P.
Morgan Securities Inc. is a lender to the
Company. The Company will use a portion of the
net proceeds to repay amounts outstanding under
a credit facility and an affiliate of J.P.
Morgan Securities Inc. will receive a portion of
the
amounts repaid thereunder. Because more than 10%
of the net proceeds may be paid to an affiliate
of one of the agents, the offering is being
conducted pursuant to Rule 2710(c)(8) of the
Conduct Rules of the NASD.
Certain legal matters will be passed upon for
the Company by Thelen Reid & Priest LLP and for
the underwriters by Pillsbury Winthrop LLP.
Optional Redemption: The Notes will be redeemable, as a whole or in
part, at the Company's option, at any time or
from time to time, on at least 30 days, but not
more than 60 days, prior notice mailed to the
registered address of each holder of the Notes.
The redemption prices will be equal to the
greater of (1) 100% of the principal amount of
the Notes to be redeemed or (2) the sum of the
present values of the Remaining Scheduled
Payments (as defined below) discounted, on a
semiannual basis (assuming a 360-day year
consisting of twelve 30-day months), at a rate
equal to the sum of the Treasury Rate (as
defined below) and 20 basis points. In each case
accrued interest will be payable to the
redemption date.
"Treasury Rate" means, with respect to any
redemption date, the rate per annum equal to the
semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for
the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption
date.
"Comparable Treasury Issue" means the United
States Treasury security selected by an
Independent Investment Banker as having a
maturity comparable to the remaining term of the
Notes that would be utilized, at the time of
selection and in accordance with customary
financial practice, in pricing new issues of
corporate debt securities of comparable maturity
to
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the remaining term of such Notes. "Independent
Investment Banker" means one of the reference
Treasury Dealers appointed by the Company.
"Comparable Treasury Price" means, with respect
to any redemption date, the average of the
Reference Treasury Dealer Quotations. "Reference
Treasury Dealer Quotations" means, with respect
to each Reference Treasury Dealer and any
redemption date, the average, as determined by
the Senior Note Trustee, of the bid and asked
prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its
principal amount) quoted in writing to the
Senior Note Trustee by such Reference Treasury
Dealer at 3:30 p.m., New York City time, on the
third business day preceding such redemption
date.
"Senior Note Trustee" shall mean the United
States Trust Company of New York or its
successor.
"Reference Treasury Dealer" means each of Morgan
Stanley & Co. Incorporated and J.P. Morgan
Securities Inc. and their respective successors.
If any of the foregoing shall cease to be a
primary U.S. Government securities dealer (a
"Primary Treasury Dealer"), the Company shall
substitute another nationally recognized
investment banking firm that is a Primary
Treasury Dealer.
"Remaining Scheduled Payments" means, with
respect to each Note to be redeemed, the
remaining scheduled payments of principal of and
interest on such Note that would be due after
the related redemption date but for such
redemption. If such redemption date is not an
interest payment date with respect to such Note,
the amount of the next succeeding scheduled
interest payment on such Note will be reduced by
the amount of interest accrued on such Note to
such redemption date.
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On and after the redemption date, interest will
cease to accrue on the Notes or any portion of
the Notes called for redemption (unless the
Company defaults in the payment of the
redemption price and accrued interest). On or
before the redemption date, the Company will
deposit with a paying agent (or the Senior Note
Trustee) money sufficient to pay the redemption
price of and accrued interest on the Notes to be
redeemed on such date. If less than all the
Notes of any series are to be redeemed, the
Notes to be redeemed shall be selected by the
Senior Note Trustee by such method as the Senior
Note Trustee shall deem fair and appropriate.
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