SECURITIES AND EXCHANGE COMMISSION
Washington, DC
FORM U-6B-2
Certificate of Notification
Certificate is filed by: Pennsylvania Power Company ("Pennsylvania
Power" 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.
1. Type of securities:
In connection with the remarketing of $5,200,000 aggregate principal
amount of State of Ohio Pollution Control Revenue Refunding Bonds,
Series 1999-A (Pennsylvania Power Company Project) (the "Authority
Bonds"), the Company entered into an Insurance Agreement dated as of
December 1, 2004 (the "Insurance Agreement") with XL Capital Assurance
Inc. (the "Bond Insurer").
Pursuant to the Insurance Agreement, the
Bond Insurer delivered to the trustee for the Authority Bonds a
municipal bond insurance policy (the "Bond Insurance Policy") insuring
the payment of the principal of and interest on the Authority Bonds
when due. Pursuant to the Insurance Agreement, the Company delivered to
the Bond Insurer a series of first mortgage bonds (the "Bonds") under
the Indenture dated as of November 1, 1945 from the Company to
Citibank, N.A. (successor to The First National Bank of the City of New
York), as trustee (as supplemented, the "Mortgage"). The Bonds
correspond in principal amount to the principal amount of the Authority
Bonds and were issued to the Bond Insurer to secure repayment 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:
$5,200,000
4. Rate of interest per annum of each security:
On December 1, 2004, the Authority 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
November 18, 2004, that was distributed in connection with the
remarketing of the Authority Bonds. The first auction will occur on
January 11, 2005, and the first interest payment date will be January
12, 2005. Following this initial Dutch Auction Rate Period, interest on
the Authority 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 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:
December 1, 2004.
6. If renewal of security, give date of original issue:
Not applicable.
7. Date of maturity of each security:
June 1, 2033, subject to prior redemption.
8. Name of the person to whom each security was issued, renewed or guaranteed:
The Bonds were issued to the Bond Insurer.
9. Collateral given with each security:
The Mortgage, which secures the Bonds and all other mortgage bonds of
Pennsylvania Power, serves as a direct first mortgage lien on
substantially all property and franchises, other than specifically
excepted property, owned by Pennsylvania Power.
10. Consideration given for each security:
Pennsylvania Power issued the Bonds in consideration of the Bond
Insurer's issuance of the Bond Insurance Policy.
11. Application of proceeds of each security:
The Company received no cash proceeds for the issuance of the Bonds.
The proceeds of the remarketing of the Authority Bonds were used to pay
the purchase price to holders thereof on December 1, 2004.
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.
PENNSYLVANIA POWER COMPANY
By: /s/ Randy Scilla
---------------------------------
Randy Scilla
Assistant Treasurer
Dated: December 10, 2004