Rule 424(b)(3)
File Nos. 333-62967
333-62967-01
333-62967-02
PRICING SUPPLEMENT NO. 2, DATED MAY 29, 2002
(to Prospectus dated August 11, 1999
and Prospectus Supplement dated August 11, 1999)
METROPOLITAN EDISON COMPANY
Medium-Term Notes, Series D, Tranche 2
Trade Date: May 29, 2002
Principal Amount: $50,000,000
Original Issue Date: June 3, 2002
Maturity Date: June 1, 2007
Interest Rate: 5.93%
Interest Payment Dates: June 1 and December 1, semiannually,
commencing December 1, 2002
Regular Record Dates: So long as the Notes are issued in
book-entry only form, the Regular Record
Date will be the Business Day immediately
preceding each Interest Payment Date.
Otherwise, the Record Date will be the
fifteenth calendar day next preceding
each Interest Payment Date.
Purchasers' Discounts or $250,000
Commissions:
Proceeds to Company: $49,750,000
CUSIP Number: 59189HAB7
Additional Terms: The Notes are redeemable prior to the
Maturity Date as set forth under
"Optional Redemption" below.
Plan of Distribution: The Notes have been sold to J.P. Morgan
Securities Inc. and First Union
Securities, Inc., as principals
(collectively the "Purchasers"), for
resale to the public. (See "Plan of
Distribution of Notes" in the Prospectus
Supplement).
The Notes will be issued in book-entry
only form.
The Purchasers and their affiliates
engage in various general financing and
banking transaction with the Company and
its affiliates. In particular, an
affiliate of each of J.P. Morgan
Securities Inc. and First Union
Securities, Inc. is a lender to the
Company. The Company will use a portion
of the net proceeds to repay short term
debt to FirstEnergy Corp., its parent
company, and to redeem long term debt.
Certain legal matters will be passed upon
for the Company by Pillsbury Winthrop LLP
and Ryan, Russell, Ogden & Seltzer LLP and
for the Purchasers by Thelen Reid & Priest
LLP. Thelen Reid & Priest LLP acts from time
to time as counsel for the Company and its
affiliates
Optional Redemption: The Notes will be redeemable, as a whole
or in part, at the Company's option, at
any time or from time to time, on at
least 30 days, but not more than 60 days,
prior notice mailed to the registered
address of each holder of the Notes. The
redemption prices will be equal to the
greater of (1) 100% of the principal
amount of the Notes to be redeemed or (2)
the sum of the present values of the
Remaining Scheduled Payments (as defined
below) discounted, on a semiannual basis
(assuming a 360-day year consisting of
twelve 30-day months), at a rate equal to
the sum of the Treasury Rate (as defined
below) and 15 basis points. In each case
accrued interest will be payable to the
redemption date.
Treasury Rate" means, with respect to any
redemption date, the rate per annum equal to
the semiannual equivalent yield to maturity
of the Comparable Treasury Issue, assuming a
price for the Comparable Treasury Issue
(expressed as a percentage of its principal
amount) equal to the Comparable Treasury
Price for such redemption date.
"Comparable Treasury Issue" means the United
States Treasury security selected by an
Independent Investment Banker as having a
maturity comparable to the remaining term of
the Notes that would be utilized, at the
time of selection and in accordance
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with customary financial practice, in
pricing new issues of corporate debt
securities of comparable maturity to the
remaining term of such Notes.
"Independent Investment Banker" means one of
the Reference Treasury Dealers appointed by
the Company.
"Comparable Treasury Price" means, with
respect to any redemption date, the average
of the Reference Treasury Dealer Quotations.
"Reference Treasury Dealer Quotations"
means, with respect to each Reference
Treasury Dealer and any redemption date, the
average, as determined by the Senior Note
Trustee, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each
case as a percentage of its principal
amount) quoted in writing to the Senior Note
Trustee by such Reference Treasury Dealer at
3:30 p.m., New York City time, on the third
business day preceding such redemption date.
"Senior Note Trustee" shall mean The Bank of
New York or its successor.
"Reference Treasury Dealer" means each of
J.P. Morgan Securities Inc. and First
Union Securities, Inc. and their
respective successors. If any of the
foregoing shall cease to be a primary
U.S. Government securities dealer (a
"Primary Treasury Dealer"), the Company
shall substitute another nationally
recognized investment banking firm that
is a Primary Treasury Dealer.
"Remaining Scheduled Payments" means, with
respect to each Note to be redeemed, the
remaining scheduled payments of principal of
and interest on such Note that would be due
after the related redemption date but for
such redemption. If such redemption date is
not an interest payment date with respect to
such Note, the amount of the next succeeding
scheduled interest payment on such Note will
be reduced by the amount of interest accrued
on such Note to such redemption date. On and
after the redemption date, interest will
cease to accrue on the Notes or any portion
of the Notes called for redemption (unless
the Company defaults
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in the payment of the redemption price and
accrued interest). On or before the
redemption date, the Company will deposit
with a paying agent (or the Senior Note
Trustee) money sufficient to pay the
redemption price of and accrued interest on
the Notes to be redeemed on such date. If
less than all the Notes of any series are to
be redeemed, the Notes to be redeemed shall
be selected by the Senior Note Trustee by
such method as the Senior Note Trustee shall
deem fair and appropriate.
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