SECURITIES AND EXCHANGE COMMISSION
Washington, DC
FORM U-6B-2
Certificate of Notification
Certificate is filed by: Pennsylvania Power Company ("Penn Power"), an
indirect 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 $14,500,000 aggregate principal amount of
State of Ohio Pollution Control Revenue Refunding Bonds, Series 2002-A
(Pennsylvania Power Company Project) (the "Authority Bonds"), Penn Power
issued its Air Quality Facilities Note, Series 2002-A in the principal
amount of $14,500,000 (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 July 1, 2002 (the "Loan
Agreement") between Penn Power and the Authority. Pursuant to the Loan
Agreement, Penn Power 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.
2. Issue, renewal or guaranty:
Issue.
3. Principal amount of each security:
$14,500,000
4. Rate of interest per annum of each security:
The Note will bear interest at the rate or rates of interest borne by the
Authority Bonds. From July 1, 2002 through June 30, 2003 the Authority Bonds
will accrue interest at the Annual Rate of 3.85% per annum. Penn Power may
from time to time change the
method of determining the interest rate on the Authority Bonds to a
Commercial Paper Rate, Daily Rate, Weekly Rate, Semi-Annual Rate, Annual
Rate, Two-Year Rate, Three-Year Rate, Five-Year Rate or Long-Term Rate.
5. Date of issue, renewal or guaranty of each security:
July 2, 2002.
6. If renewal of security, give date of original issue:
Not applicable.
7. Date of maturity of each security:
January 1, 2029, 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 Penn Power to J.P. Morgan Trust Company, National
Association, as trustee for the Authority Bonds, for the benefit of the
holders of the Authority Bonds.
9. Collateral given with each security:
None.
10. Consideration given for each security:
Penn Power issued the Note in consideration of the loan by the Authority to
Penn Power of the proceeds of the sale of the Authority Bonds.
11. Application of proceeds of each security:
The proceeds of the sale of the Authority Bonds loaned to Penn Power will be
used to pay a portion of the cost of redeeming the outstanding $14,500,000
aggregate principal amount of the Authority's State of Ohio Pollution
Control Revenue Refunding Bonds, 1992 Series A (Pennsylvania 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]
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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\Thomas Navin
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Thomas Navin
Treasurer
Date: July 12, 2002
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