Rule 424(b)(3)
File No. 33-49669
SUPPLEMENT DATED JUNE 6, 1997
TO PROSPECTUS SUPPLEMENT
DATED SEPTEMBER 22, 1995
$450,000,000
Pennsylvania Electric Company
Secured Medium-Term Notes, Series D
(A Series of First Mortgage Bonds)
The Prospectus Supplement dated September 22, 1995 ("Prospectus
Supplement") is hereby amended as follows:
1. The third sentence of the first paragraph of the cover
page of the Prospectus Supplement is amended to read in its
entirety as follows:
Each Note will bear interest at a fixed rate ("Fixed
Rate Note") or floating rate ("Floating Rate Note") as set
forth in a pricing supplement (the "Pricing Supplement") to
this Prospectus Supplement applicable to such Note.
2. The second paragraph of the cover page of the
Prospectus Supplement is amended to read in its entirety as
follows:
The issue price, interest rate or rates, maturity date,
and optional redemption provisions, if any, for each Note
will be established at the time of issuance of such Note and
will be set forth therein and in the Pricing Supplement.
3. The last sentence of the third paragraph under the
heading "Description of Secured Medium-Term Notes, Series D -
General" on page S-2 is amended to read in its entirety as
follows:
Each Note will bear interest at a fixed rate or
floating rate specified in the applicable Pricing
Supplement.
4. The fifth paragraph under the heading "Description of
Secured Medium-Term Notes, Series D - General" on page S-2 is
amended to read in its entirety as follows:
"Business Day" means any day, other than a Saturday or
Sunday, that is not a day on which banking institutions are
authorized or required by law or regulation to be closed in
the City of New York, or with respect to the determination
of interest on Floating Rate Notes, the City of London,
England. "London Banking Day" means any day on which
dealings in deposits in U.S. dollars are transacted in the
London interbank market.
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5. The sixth paragraph under the heading "Description of
Secured Medium-Term Notes, Series D - General" on page S-2 is
amended to read in its entirety as follows:
The Pricing Supplement relating to each Note will
describe the following terms: (1) the price (expressed as a
percentage of the aggregate principal amount thereof) at
which such Note will be issued (the "Issue Price"); (2) the
date on which such Note will be issued (the "Original Issue
Date"); (3) the date on which such Note will mature (the
"Maturity Date"); (4) whether the Note bears interest at a
fixed or floating rate and the rate or rates at which such
Note will bear interest; (5) if such Note is a Fixed Rate
Note, the rate per annum at which such Note will bear
interest, if any ("Interest Rate"); (6) if such Note is a
Floating Rate Note, the rate upon which interest is based,
the Initial Interest Rate, the Interest Reset Dates, the
Index Maturity and the Maximum Interest Rate, if any, and
the Spread, if any (all as defined below), and any other
terms relating to the particular method of calculating the
interest rate, for such Note; (7) provisions, if any,
relating to the optional redemption of such Note prior to
the Maturity Date; and (8) any other terms of such Note not
inconsistent with the provisions of the Mortgage.
6. A new subsection, entitled "Interest" is hereby added
immediately following the subsection "Description of Secured
Medium-Term Notes, Series D - Issuance of Additional Bonds" on
page S-2 to read in its entirety as follows:
Interest
Unless otherwise specified in the applicable Pricing
Supplement, each Note will bear interest from its date of
issue at the rate per annum, in the case of a Fixed Rate
Note, or pursuant to the interest rate formula described
below, in the case of a Floating Rate Note, in each case as
specified in the applicable Pricing Supplement, until the
principal thereof is paid or duly made available for
payment.
Each Floating Rate Note will bear interest at a rate
determined by reference to LIBOR, as set forth below, which
may be adjusted by a Spread. The "Index Maturity" for any
Floating Rate Note is the period of maturity of the
instrument or obligation from which the applicable LIBOR
rate is calculated.
As specified in the Pricing Supplement, a Floating Rate
Note may also have a maximum limitation, or ceiling, on the
rate of interest which may accrue during any interest period
("Maximum Interest Rate"). In addition to any Maximum
Interest Rate which may be applicable to any Floating Rate
Note pursuant to the above provisions, the interest rate on
a Floating Rate Note will in no event be higher than the
maximum rate permitted by law.
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The rate of interest on each Floating Rate Note will
reset as specified in the Pricing Supplement (the date of
any such reset is referred to as an "Interest Reset Date").
Unless otherwise specified in the Pricing Supplement,
the interest rate on each Floating Rate Note will be
calculated by reference to LIBOR plus or minus the Spread,
if any. The "Spread" is the number of basis points (one
one-hundredth of a percentage point) specified in the
Pricing Supplement as being applicable to the interest rate
for such Floating Rate Note.
Unless otherwise specified in the Pricing Supplement,
interest payments shall be the amount of interest accrued
from the Original Issue Date if no interest has been paid or
duly made available for payment or from the last date to
which interest has been paid to, but excluding, the
applicable Interest Payment Date or the maturity date, as
the case may be ("Interest Period").
Accrued interest on each Floating Rate Note shall be
calculated by multiplying the principal amount of such note
by an accrued interest factor. Such accrued interest factor
will be computed by adding the interest factors calculated
for each day in the Interest Period or from the last date
from which accrued interest is being calculated. The
interest factor (expressed as a decimal calculated to seven
decimal places without rounding) for each such day is
computed by dividing the interest rate applicable to such
day by 360.
Unless otherwise specified in the Pricing Supplement,
United States Trust Company of New York shall be the
Calculation Agent ("Calculation Agent") with respect to
Floating Rate Notes. Upon the request of the holder of any
Floating Rate Note, the Calculation Agent will provide the
interest rate then in effect and, if determined, the
interest rate which will become effective on the next
Interest Reset Date with respect to such Floating Rate Note.
The interest rate in effect with respect to a Floating
Rate Note from the Original Issue Date to the first Interest
Reset Date ("Initial Interest Rate") will be specified in
the Pricing Supplement. The interest rate for each
subsequent Interest Reset Date will be determined by the
Calculation Agent as set forth below.
Floating Rate Notes will bear interest at the interest
rates (calculated with reference to LIBOR and the Spread, if
any) specified in the Floating Rate Notes and in the Pricing
Supplement.
Unless otherwise specified in the Pricing Supplement,
"LIBOR" for each Interest Reset Date will be LIBOR
Telerate as determined by the Calculation Agent as follows:
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(i) On the second London Banking Day prior to the
Interest Reset Date ("LIBOR Interest Determination Date"),
LIBOR will be the rate for deposits in United States dollars
having the Index Maturity specified in such Pricing
Supplement, commencing on such Interest Reset Date, that
appears on the Designated LIBOR Page as of 11:00 A.M.,
London time, on such LIBOR Interest Determination Date. If
no such rate so appears, LIBOR on such LIBOR Interest
Determination Date will be determined in accordance with the
provisions described in clause (ii) below.
(ii) With respect to a LIBOR Interest Determination
Date on which no rate appears on the Designated LIBOR Page
as specified in clause (i) above, the Calculation Agent will
request the principal London offices of each of four major
reference banks (which may include affiliates of the Agents)
in the London interbank market, as selected by the
Calculation Agent, to provide the Calculation Agent with its
offered quotation for deposits in United States dollars for
the period of the Index Maturity specified in the applicable
Pricing Supplement, commencing on the applicable Interest
Reset Date, to prime banks in the London interbank market at
approximately 11:00 A.M., London time, on such LIBOR
Interest Determination Date and in a principal amount that
is representative for a single transaction in United States
dollars in such market at such time. If at least two such
quotations are so provided, then LIBOR on such LIBOR
Interest Determination Date will be the arithmetic mean of
such quotations. If fewer than two such quotations are so
provided, then LIBOR on such LIBOR Interest Determination
Date will be the arithmetic mean of the rates quoted at
approximately 11:00 A.M. in the City of New York on such
LIBOR Interest Determination Date by three major banks in
the City of New York selected by the Calculation Agent for
loans in United States dollars to leading European banks,
having the Index Maturity specified in the applicable
Pricing Supplement and in a principal amount that is
representative for a single transaction in United States
dollars in such market at such time; provided, however, that
if the banks so selected by the Calculation Agent are not
quoting as mentioned in this sentence, LIBOR determined as
of such LIBOR Interest Determination Date will be LIBOR in
effect on such LIBOR Interest Determination Date.
Unless otherwise specified in the Pricing Supplement,
"Designated LIBOR Page" means the display on the Dow Jones
Telerate Service (or any successor service) on the page
specified in such Pricing Supplement (or any other page as
may replace such page on such service) for the purpose of
displaying the London interbank rates of major banks for
United States dollars.
7. The first sentence of the third paragraph under the
heading "Description of Secured Medium-Term Notes, Series D -
Payment of Principal and Interest" on page S-2 is amended to read
in its entirety as follows:
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Each Note will bear interest from its Original Issue
Date at the rate or rates stated on the face thereof until
the principal amount thereof is paid or made available for
payment.
8. The last sentence of the third paragraph under the
heading "Description of Secured Medium-Term Notes, Series D -
Payment of Principal and Interest" on page S-3 is amended to read
in its entirety as follows:
Interest on Fixed Rate Notes will be computed on the
basis of a 360-day year of 30-day months and interest on the
Floating Rate Notes as described above will be computed by
dividing the interest rate applicable to each day by 360.
9. The first sentence of the second paragraph under the
heading "Description of Secured Medium-Term Notes, Series D -
Book-Entry Notes" on page S-3 is amended to read in its entirety
as follows:
Upon issuance, all Book-Entry Notes having the same
Original Issue Date, Maturity Date, redemption provisions
and interest rate or rates will be represented by one or
more Global Securities.
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