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) December 23, 2003
Commission Registrant; State of Incorporation; I.R.S. Employer
File Number Address; and Telephone Number Identification No.
- ----------- ------------------------------------------ ------------------
333-21011 FIRSTENERGY CORP. 34-1843785
(An Ohio Corporation)
76 South Main Street
Akron, OH 44308
Telephone (800)736-3402
1-2578 OHIO EDISON COMPANY 34-0437786
(An Ohio Corporation)
76 South Main Street
Akron, OH 44308
Telephone (800)736-3402
1-2323 THE CLEVELAND ELECTRIC ILLUMINATING COMPANY 34-0150020
(An Ohio Corporation)
c/o FirstEnergy Corp.
76 South Main Street
Akron, OH 44308
Telephone (800)736-3402
1-3583 THE TOLEDO EDISON COMPANY 34-4375005
(An Ohio Corporation)
c/o FirstEnergy Corp.
76 South Main Street
Akron, OH 44308
Telephone (800)736-3402
1-3491 PENNSYLVANIA POWER COMPANY 25-0718810
(A Pennsylvania Corporation)
c/o FirstEnergy Corp.
76 South Main Street
Akron, OH 44308
Telephone (800)736-3402
1-3141 JERSEY CENTRAL POWER & LIGHT COMPANY 21-0485010
(A New Jersey Corporation)
c/o FirstEnergy Corp.
76 South Main Street
Akron, OH 44308
Telephone (800)736-3402
1-446 METROPOLITAN EDISON COMPANY 23-0870160
(A Pennsylvania Corporation)
c/o FirstEnergy Corp.
76 South Main Street
Akron, OH 44308
Telephone (800)736-3402
1-3522 PENNSYLVANIA ELECTRIC COMPANY 25-0718085
(A Pennsylvania Corporation)
c/o FirstEnergy Corp.
76 South Main Street
Akron, OH 44308
Telephone (800)736-3402
Item 5. Other Events
On December 23, 2003, Standard and Poor's Rating Services lowered its
corporate credit rating on FirstEnergy Corp. to "BBB-" from "BBB" and cut its
senior unsecured debt rating to "BB+" from "BBB-". Except for senior secured
issue ratings on Ohio Edison Company's bonds, all subsidiary ratings were
lowered one notch as well (see table below). The ratings were removed from
CreditWatch, where they were placed with negative implications on August 18,
2003. The outlook is stable.
Standard & Poor's Ratings List
FirstEnergy Corp. To From
--- ----
Corp. credit rating BBB-/Stable/-- BBB/Watch Neg/--
Senior unsecured debt BB+ BBB-/Watch Neg
The Cleveland Electric Illuminating Company
Corp. credit rating BBB-/Stable/-- BBB/Watch Neg/--
Senior secured debt BBB- BBB/Watch Neg
Senior unsecured debt BB+ BBB-/Watch Neg
The Toledo Edison Company
Corp. credit rating BBB-/Stable/-- BBB/Watch Neg/--
Senior secured debt BBB- BBB/Watch Neg
Senior unsecured debt BB+ BBB-/Watch Neg
Ohio Edison Company
Corp. credit rating BBB-/Stable/-- BBB/Watch Neg/--
Senior secured debt BBB BBB/Watch Neg
Senior unsecured debt BB+ BBB-/Watch Neg
Jersey Central Power & Light Company
Corp. credit rating BBB-/Stable/-- BBB/Watch Neg/--
Senior secured debt BBB BBB+/Watch Neg
Metropolitan Edison Company
Corp. credit rating BBB-/Stable/-- BBB/Watch Neg/--
Senior secured debt BBB BBB+/Watch Neg
Pennsylvania Electric Company
Corp. credit rating BBB-/Stable/-- BBB/Watch Neg/--
Senior unsecured debt BB+ BBB-/Watch Neg
Pennsylvania Power Company
Corp. credit rating BBB-/Stable/-- BBB/Watch Neg/--
Senior secured debt BBB- BBB/Watch Neg
Senior unsecured debt BB+ BBB-/Watch Neg
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits
(c) Exhibits.
Exhibit No. Description
- ----------- -----------
99 Press Release issued by FirstEnergy Corp., dated December 23, 2003
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Item 9. Regulation FD Disclosure
On December 23, 2003, FirstEnergy Corp. issued a press release related
to Standard & Poor's decision to lower its corporate credit ratings on
FirstEnergy Corp. and its subsidiaries. A copy of the press release is
furnished, not filed, as Exhibit 99 hereto and is incorporated by reference.
Forward-Looking Statement: This Form 8-K includes forward-looking
statements based on information currently available to management. Such
statements are subject to certain risks and uncertainties. These statements
typically contain, but are not limited to, the terms "anticipate," "expect,"
"believe," "estimate," and similar words. Actual results may differ materially
due to the speed and nature of increased competition and deregulation in the
electric utility industry, economic or weather conditions affecting future sales
and margins, changes in markets for energy services, changing energy and
commodity market prices, replacement power costs being higher than anticipated
or inadequately hedged, maintenance costs being higher than anticipated,
legislative and regulatory changes (including revised environmental
requirements), adverse regulatory or legal decisions and the outcome of
governmental investigations, availability and cost of capital, inability of the
Davis-Besse Nuclear Power Station to restart (including because of any inability
to obtain a favorable final determination from the Nuclear Regulatory
Commission), inability to accomplish or realize anticipated benefits of
strategic goals, the ability to improve electric commodity margins and to
experience growth in the distribution business, the ability to access the public
securities markets, further investigation into the causes of the August 14, 2003
regional power outage and the outcome, cost and other effects of present and
potential legal and administrative proceedings and claims related to that
outage, a denial of or material change to the Company's Application related to
its Rate Stabilization Plan, and other factors discussed from time to time in
FirstEnergy's Securities and Exchange Commission filings, including its annual
report on Form 10-K (as amended) for the year ended December 31, 2002, its Form
10-Q for the quarter ended September 30, 2003 and under "Risk Factors" in the
Prospectus Supplement dated September 12, 2003 to the Prospectus dated August
29, 2003 (which was part of the Registration Statement-SEC File No. 333-103865)
and other similar factors. FirstEnergy expressly disclaims any current intention
to update any forward-looking statements contained in this document as a result
of new information, future events, or otherwise.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
each Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
December 23, 2003
FIRSTENERGY CORP.
-----------------
Registrant
OHIO EDISON COMPANY
-------------------
Registrant
THE CLEVELAND ELECTRIC
ILLUMINATING COMPANY
----------------------
Registrant
THE TOLEDO EDISON COMPANY
------------------------
Registrant
PENNSYLVANIA POWER COMPANY
--------------------------
Registrant
JERSEY CENTRAL POWER & LIGHT COMPANY
------------------------------------
Registrant
METROPOLITAN EDISON COMPANY
---------------------------
Registrant
PENNSYLVANIA ELECTRIC COMPANY
-----------------------------
Registrant
/s/ Jeffrey R. Kalata
---------------------------------------
Jeffrey R. Kalata
Assistant Controller
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