FORM U-7D
CERTIFICATE PURSUANT TO RULE 7(D)
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
AMENDMENT NO. 3
The undersigned certify that this certificate accurately summarizes, as
required in the instructions hereto, the information requested as to the lease
identified herein and the transactions for the financing thereof.
1. Lessees public-utility companies:
The Cleveland Electric Illuminating Company
P.O. Box 5000
55 Public Square
Cleveland, OH 44101
The Toledo Edison Company
300 Madison Avenue
Toledo, OH 43652
2. Date: The lease to which this certificate relates is dated as of
September 30, 1987, as amended as of February 26, 1988.
2a. Expected date facility will be placed in service: The facility is
currently in operation.
3. Regulatory authority which has acted on transaction:
Name: 1. Public Utilities Commission of Ohio
2. Pennsylvania Public Utility Commission
Date of Orders: 1. August 27, 1987
2. September 25, 1987
4. Initial term of lease: Twenty-nine years and three months from September
30, 1987 (subject to early termination by the lessees under certain
circumstances after ten years).
<PAGE>
4a. Renewal options: At the expiration of the lease term, the lessees will
have the option to renew the lease for a fixed rate renewal term of not
less than two years or for any number of fair market value renewal terms
of not less than five years.
5. Brief Description of facility: The facility is the Bruce Mansfield Plant
located in Shippingport, Pennsylvania, jointly owned as tenants in common
by The Cleveland Illuminating Company, The Toledo Edison Company, Ohio
Edison Company, Pennsylvania Power Company and Duquesne Light Company.
The plant consists of three pulverized coal-fired electric generating
units and their related common facilities. Two of the units have a
capacity of 780 MW each and the third has a capacity of 800 MW.
In the transaction which is the subject of this certificate, The
Cleveland Electric Illuminating Company and the Toledo Edison Company
have sold to and leased back from the lessor a 20% undivided interest in
their collective interest in the facility.
6. Manufacturer or supplier: The turbines for all three units were
manufactured by the General Electric Company. The boilers for all three
units were manufactured by the Foster Wheeler Corporation.
7. Cost of facility: The cost to the lessor of its undivided interest in
the facility was $204,720,000.
8. Basic rent: The total Basic Rent for the term of the Lease (exclusive of
renewals) is $673,324,473.70 (as adjusted as of June 15, 1988). Basic
Rent is subject to further adjustment under certain circumstances, none
of which are based, directly or indirectly, on revenues or income of the
lessees.
8a. Periodic installments: Basic Rent is payable in periodic installments as
set forth in Schedule I to this certificate.
9. Holder of legal title to facility: Meridian Trust Company, not in its
individual capacity but solely as Owner Trustee for Bruce Mansfield 1987
Trust B under a Trust Agreement between it and the beneficial owner named
below.
Address: 35 North 6th Street
Reading, Pennsylvania 19601
10. Holder of beneficial interest: DFO Partnership
c/o Security Pacific Leasing Corporation
555 California Street
San Francisco, CA 94104
Amount Invested: $30,708,000
Percent of Equity: 100%
Effective October 31, 1996, Ford Motor Credit Company, the previous
holder of beneficial interest reported in the initial filing of the
certificate on Form U-7D, transferred such beneficial interest to DFO
Holding Company. Also effective October 31, 1996, DFO Holding Company
transferred such beneficial interest to DFO Partnership.
11. If part or all of the financing is supplied by a loan on which only the
principal and interest are payable, state:
Amount borrowed: $174,012,000
Interest rate: The interest rate on the notes issued by the lessor
will be 10.25% per annum with respect to the series
due 2003 and 11.125% per annum with respect to the
<PAGE>
series due 2016. Interest is paid semi-annually in
arrears commencing on March 30, 1988.
Number of lenders: One. (The notes are held by CTC Mansfield Funding
Corporation, which in turn issued its Secured Lease
Obligation Bonds to the public in a registered public
offering.)
Terms of
Repayment: The repayment of the notes will be in accordance with
the amortization schedule set forth in Schedule II-A
(series due 2003) and Schedule II-B (series due 2016)
to this certificate.
<PAGE>
Date executed: November 15, 1996
Signature of holder of legal title:
MERIDIAN TRUST COMPANY, not in its individual
capacity but solely as owner trustee for Bruce
Mansfield 1987 Trust B under a Trust Agreement
between it and the beneficial owner named herein.
By: /s/ Richard Smith
Title: Vice President
<PAGE>
Date executed: November 15, 1996
Signature of holder of beneficial interest:
DFO PARTNERSHIP
By: Security Pacific Leasing Corporation,
its managing general partner
By: /s/ Steven Jacobs
Title: Vice President
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE I
<S> <C>
Basic Rent Payment Date Amount
September 30, 1988 $ 9,434,793.75
March 30, 1989 11,020,633.30
September 30, 1989 9,434,793.75
March 30, 1990 11,020,633.30
September 30, 1990 9,434,793.75
March 30, 1991 11,020,633.30
September 30, 1991 9,434,793.75
March 30, 1992 11,020,633.30
September 30, 1992 9,434,793.75
March 30, 1993 11,020,633.30
September 30, 1993 9,434,793.75
March 30, 1994 11,020,633.30
September 30, 1994 9,434,793.75
March 30, 1995 11,020,633.30
September 30, 1995 9,434,793.75
March 30, 1996 11,020,633.30
September 30, 1996 9,434,793.75
March 30, 1997 11,020,633.30
September 30, 1997 9,434,793.75
March 30, 1998 11,020,633.30
September 30, 1998 9,434,793.75
March 30, 1999 15,566,283.75
September 30, 1999 9,121,553.75
March 30, 2000 15,879,523.75
September 30, 2000 8,776,180.00
March 30, 2001 16,224,897.50
September 30, 2001 8,395,443.75
March 30, 2002 16,605,633.75
September 30, 2002 7,975,655.00
March 30, 2003 35,457,298.76
September 30, 2003 6,569,201.25
March 30, 2004 18,431,876.25
September 30, 2004 6,569,201.25
March 30, 2005 18,431,876.25
September 30, 2005 6,569,201.25
March 30, 2006 18,431,876.25
September 30, 2006 6,569,201.25
March 30, 2007 17,472,701.37
September 30, 2007 7,528,376.13
March 30, 2008 17,182,710.11
September 30, 2008 7,818,367.39
March 30, 2009 17,510,069.97
September 30, 2009 7,491,007.53
March 30, 2010 17,863,297.16
September 30, 2010 7,137,780.35
March 30, 2011 18,243,200.69
September 30, 2011 6,757,876.82
March 30, 2012 18,651,284.11
September 30, 2012 6,349,793.39
March 30, 2013 19,090,366.43
September 30, 2013 5,910,711.08
March 30, 2014 22,991,401.88
September 30, 2014 2,009,675.63
March 30, 2015 24,014,290.00
September 30, 2015 986,787.50
March 30, 2016 18,544,961.25
September 30, 2016 205,846.87
</TABLE>
<PAGE>
<TABLE>
SCHEDULE II-A
<S> <C>
Period Amount
September 30, 1988 $0.00
March 30, 1989 0.00
September 30, 1989 0.00
March 30, 1990 0.00
September 30, 1990 0.00
March 30, 1991 0.00
September 30, 1991 0.00
March 30, 1992 0.00
September 30, 1992 0.00
March 30, 1993 0.00
September 30, 1993 0.00
March 30, 1994 0.00
September 30, 1994 0.00
March 30, 1995 0.00
September 30, 1995 0.00
March 30, 1996 0.00
September 30, 1996 0.00
March 30, 1997 0.00
September 30, 1997 0.00
March 30, 1998 0.00
September 30, 1998 0.00
March 30, 1999 6,112,000.00
September 30, 1999 0.00
March 30, 2000 6,739,000.00
September 30, 2000 0.00
March 30, 2001 7,429,000.00
September 30, 2001 0.00
March 30, 2002 8,191,000.00
September 30, 2002 0.00
March 30, 2003 27,443,000.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE II-B
<S> <C>
September 30, 1988 $0.00
March 30, 1989 0.00
September 30, 1989 0.00
March 30, 1990 0.00
September 30, 1990 0.00
March 30, 1991 0.00
September 30, 1991 0.00
March 30, 1992 0.00
September 30, 1992 0.00
March 30, 1993 0.00
September 30, 1993 0.00
March 30, 1994 0.00
September 30, 1994 0.00
March 30, 1995 0.00
September 30, 1995 0.00
March 30, 1996 0.00
September 30, 1996 0.00
March 30, 1997 0.00
September 30, 1997 0.00
March 30, 1998 0.00
September 30, 1998 0.00
March 30, 1999 0.00
September 30, 1999 0.00
March 30, 2000 0.00
September 30, 2000 0.00
March 30, 2001 0.00
September 30, 2001 0.00
March 30, 2002 0.00
September 30, 2002 0.00
March 30, 2003 0.00
September 30, 2003 0.00
March 30, 2004 0.00
September 30, 2004 0.00
March 30, 2005 0.00
September 30, 2005 0.00
March 30, 2006 0.00
September 30, 2006 0.00
March 30, 2007 4,962,000.00
September 30, 2007 0.00
March 30, 2008 8,787,000.00
September 30, 2008 0.00
March 30, 2009 8,974,000.00
September 30, 2009 0.00
March 30, 2010 9,634,000.00
September 30, 2010 0.00
March 30, 2011 10,345,000.00
September 30, 2011 0.00
March 30, 2012 11,108,000.00
September 30, 2012 0.00
March 30, 2013 11,928,000.00
September 30, 2013 0.00
March 30, 2014 16,231,000.00
September 30, 2014 0.00
March 30, 2015 18,389,000.00
September 30, 2015 0.00
March 30, 2016 17,545,000.00
September 30, 2016 195,000.00
</TABLE>
