SEC FILE NO. 70-7862
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CERTIFICATE PURSUANT TO
RULE 24
OF PARTIAL COMPLETION OF TRANSACTIONS
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
JERSEY CENTRAL POWER & LIGHT COMPANY
METROPOLITAN EDISON COMPANY
PENNSYLVANIA ELECTRIC COMPANY
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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In the Matter of )
)
JERSEY CENTRAL POWER & LIGHT COMPANY )
METROPOLITAN EDISON COMPANY )
PENNSYLVANIA ELECTRIC COMPANY )
)
SEC File No. 70-7862 )
)
(Public Utility Holding )
Company Act of 1935) )
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To the Members of the Securities and Exchange Commission:
The undersigned, Jersey Central Power & Light Company
("JCP&L"), Metropolitan Edison Company ("Met-Ed") and Pennsylvania Electric
Company ("Penelec", collectively, the "GPU Companies") hereby certify pursuant
to Rule 24 of the General Rules and Regulations under the Public Utility Holding
Company Act of 1935, as amended, that certain of the transactions authorized by
the Commission's Supplemental Order dated November 3, 1998, have been carried
out in accordance with the terms and conditions of, and for the purposes
represented by, the Application, as post-effectively amended, in SEC File No.
70-7862 as follows:
1. On November 5, 1998, JCP&L entered into a Second Amended
and Restated Nuclear Material Lease Agreement, dated as of November 5, 1998 (the
"Amended Oyster Creek Lease"), with Oyster Creek Fuel Corp., a Delaware
corporation wholly-owned by United
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States Trust Company of New York, as Owner Trustee under a certain Second
Amended and Restated Trust Agreement, dated as of November 5, 1998 (the "Amended
Trust Agreement"). The Amended Oyster Creek Lease provides for the lease by
Oyster Creek Fuel Corp. to JCP&L of nuclear fuel, assemblies and component parts
("Nuclear Material") for use at JCP&L's Oyster Creek nuclear generating station.
Under the Amended Oyster Creek Lease, total Acquisition Costs (as therein
defined) for Nuclear Material may not exceed $90 million outstanding at any one
time. Simultaneously, Oyster Creek Fuel Corp. entered into a Credit Agreement,
dated as of November 5, 1998, with The First National Bank of Chicago ("First
Chicago"), as Administrative Agent, PNC Bank, National Association, as
Syndication Agent, and First Chicago Capital Markets, Inc. and PNC Capital
Markets, Inc., as Arrangers thereunder and the Banks party thereto ("Oyster
Creek Credit Agreement"), and a Security Agreement and Assignment of Contracts
dated as of November 5, 1998 with First Chicago, as Collateral Agent.
Thereafter, Oyster Creek Fuel Corp., through a commercial paper depositary,
issued commercial paper under the Oyster Creek Credit Agreement in the aggregate
face amount of $76,104,000. The proceeds of such issuance were used to pay (i)
Union Bank of Switzerland, New York Branch ("UBS") the amount outstanding under
a certain Credit Agreement dated as of November 17, 1995, among UBS, as
Arranging Agent, Issuing Bank and Administrative Agent, Canadian Imperial Bank
of Commerce, Mellon Bank, N.A. and PNC Bank, National Association as Lead
Managers and
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the Bank's parties thereto, under which Oyster Creek Fuel Corp. made borrowings
to provide for the acquisition of Nuclear Material and (ii) certain costs
associated with the establishment of the Oyster Creek Credit Agreement. Such
agreement with UBS and related documents were terminated upon the making of such
payment to UBS.
2. The commercial paper issued by Oyster Creek Fuel Corp. on
November 5, 1998 was issued at a blended rate of 5.62%. It is expected that
Oyster Creek Fuel Corp. will issue additional commercial paper or make
borrowings under the Oyster Creek Credit Agreement to pay for Acquisition Costs
as they are incurred from time to time.
3. On November 5, 1998, JCP&L, Met-Ed and Penelec each entered
into separate Amended and Restated Nuclear Material Lease Agreements, dated as
of November 5, 1998 (the "Amended TMI-1 Leases"), with TMI-1 Fuel Corp., a
Delaware corporation wholly-owned by United States Trust Company of New York, as
Owner Trustee under the Amended Trust Agreement, providing for the lease to the
GPU Companies of Nuclear Material for use at their Three Mile Island Unit 1
nuclear generating station ("TMI-1") in proportion to their respective undivided
ownership interests therein (i.e., JCP&L - 25%; Met-Ed - 50%; and Penelec -
25%). Under the Amended TMI-1 Leases, total Acquisition Costs (as therein
defined) may not exceed $25 million for JCP&L, $50 million for Met-Ed and $25
million for Penelec outstanding at any one time. Simultaneously, TMI-1 Fuel
Corp. entered into a Credit Agreement with First Chicago, as
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Administrative Agent, PNC Bank, National Association, as Syndication Agent, and
First Chicago Capital Markets, Inc. and PNC Capital Markets, Inc., as Arrangers
thereunder and the Banks party thereto ("TMI-1 Credit Agreement"), and each of
JCP&L, Met-Ed and Penelec entered into a Security Agreement and Assignment of
Contracts dated as of November 5, 1998 with First Chicago, as Collateral Agent.
Thereafter, TMI-1 Fuel Corp., through a commercial paper depositary, issued
commercial paper under the TMI-1 Credit Agreement in the aggregate face amount
of $56,627,000. The proceeds of such issuance were used to pay (i) UBS the
amount outstanding under a certain Credit Agreement dated as of November 17,
1995, among UBS, as Arranging Agent, Issuing Bank and Administrative Agent,
Canadian Imperial Bank of Commerce, Mellon Bank, N.A. and PNC Bank, National
Association as Lead Managers and the Bank's parties thereto, under which TMI-1
Fuel Corp. made borrowings to provide for the acquisition of Nuclear Material
and (ii) certain costs associated with the establishment of the TMI-1 Credit
Agreement. Such agreements with UBS and related documents were terminated upon
the making of such payments to UBS.
4. The commercial paper issued by TMI-1 Fuel Corp. on November
5, 1998 was issued at a blended rate of 5.63%. It is expected that TMI-1 Fuel
Corp. will issue additional commercial paper or make borrowings under the TMI-1
Credit Agreement to pay for Acquisition Costs as they are incurred from time to
time.
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SIGNATURES
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PURSUANT TO THE REQUIREMENTS OF THE PUBLIC UTILITY HOLDING
COMPANY ACT OF 1935, THE UNDERSIGNED COMPANIES HAVE DULY CAUSED THIS STATEMENT
TO BE SIGNED ON THEIR BEHALF BY THE UNDERSIGNED THEREUNTO DULY AUTHORIZED.
JERSEY CENTRAL POWER & LIGHT COMPANY
METROPOLITAN EDISON COMPANY
PENNSYLVANIA ELECTRIC COMPANY
By: /s/ T. H. Howson
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T.G. Howson, Vice President
and Treasurer
Date: November 19, 1998
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