SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM U-6B-2
Certificate of Notification
Filed by a registered holding company or subsidiary thereof
pursuant to Rule U-20-(d) [Reg. Section 250.20, paragraph 36,652] or U-47 [Reg.
Section 250.47, paragraph 36,620] adopted under the Public Utility Holding
Company Act of 1935
Certificate is filed by METROPOLITAN EDISON COMPANY (the "Company")
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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 [Reg. Section 250.48,
paragraph 36,621].
1. Type of the security or securities ("draft," "promissory note").
Medium-Term Notes, Series D (the "Notes")
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2. Issue, renewal or guaranty (indicate nature of transaction by _____).
Issue
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3. Principal amount of each security. $100,000,000
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4. Rate of interest per annum of each security.
5.72% accruing from September 24, 2001
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5. Date of issue, renewal or guaranty of each security. September 24, 2001
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6. If renewal of security, give date of original issue. N.A.
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7. Date of maturity of each security. (In the case of demand notes,
indicate "on demand.") September 15, 2006
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8. Name of the person to whom each security was issued, renewed or
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guaranteed. $100,000,000 aggregate principal amount of Notes was sold
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to purchasers, as principal, pursuant to the terms of that certain
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Selling Agency Agreement dated August 11, 1999, as amended by a Letter
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Agreement dated September 19, 2001, between and among, Metropolitan
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Edison Company, J.P. Morgan Securities Inc, ABN Amro Incorporated, First
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Union Securities, Inc. and Merrill Lynch, Pierce, Fenner & Smith
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Incorporated.
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9. Collateral given with each security, if any. Initially, the Notes,
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which are issued pursuant to an Indenture (the "Senior Note
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Indenture") dated as of July 1, 1999, between the Company and The Bank
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of New York, as successor trustee (in such capacity, the "Senior Note
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Trustee"), will be, in accordance with the Senior Note Indenture,
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secured by $100,000,000 aggregate principal amount of the
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Company's first mortgage bonds issued pursuant to the
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Indenture, dated November 1, 1944, between the Company and The Bank
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of New York, as Successor Trustee, as amended and supplemented.
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However, in accordance with the Senior Note Indenture, on the date
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that the Senior Note Trustee holds 80% or more of all of the Company's
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outstanding first mortgage bonds, the Notes will no longer be secured by
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any of the Company's first mortgage bonds. At that time, the Notes will
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be unsecured obligations of the Company and will rank equally with all
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of its unsecured and unsubordinated indebtedness.
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10. Consideration received for each security. $99,500,000
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11. Application of proceeds of each security. (Item 11 added by amendment
in Release No. 7346, issued April 10, 1947 and effective May 1, 1947.)
Repayment of outstanding short-term indebtedness.
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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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(If reporting for more than one security insert the identifying symbol
after applicable statement.)
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 per centum of the
principal amount and par value** of the other securities of such company
then outstanding. (Demand notes,
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** If a security had no principal amount or par value use the fair market value
as of date of issues of such security, and indicate how determined.
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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). N.A.
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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. N.A.
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15. If the security or securities are exempt from the provisions of
Section 6(a) because of any rule of the Commission other than Rule U-48
[Reg. Section 250.48, paragraph 36,621] designate the rule under
which exemption is claimed. Rule 52
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METROPOLITAN EDISON COMPANY
Date: October 1, 2001 By: \s\ T. G. Howson
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T. G. Howson
Vice President & Treasurer
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