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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
September 14, 2006
Date of Report (Date of earliest event reported)
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Commission File
Number
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Exact Name of Registrant as
Specified in Its Charter; State of Incorporation; Address of
Principal Executive Offices; and Telephone Number
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IRS Employer
Identification Number |
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1-16169
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EXELON CORPORATION
(a Pennsylvania corporation)
10 South Dearborn Street 37th Floor
P.O. Box 805379
Chicago, Illinois 60680-5379
(312) 394-7398
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23-2990190 |
1-1839
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COMMONWEALTH EDISON COMPANY
(an Illinois corporation)
440 South LaSalle Street
Chicago, Illinois 60605-1028
(312) 394-4321
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36-0938600 |
000-16844
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PECO ENERGY COMPANY
(a Pennsylvania corporation)
P.O. Box 8699
2301 Market Street
Philadelphia, Pennsylvania 19101-8699
(215) 841-4000
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23-0970240 |
333-85496
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EXELON GENERATION COMPANY, LLC
(a Pennsylvania limited liability company)
300 Exelon Way
Kennett Square, Pennsylvania 19348
(610) 765-6900
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23-3064219 |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 1 Registrants Business and Operations
Item 1.02. Termination of a Material Definitive Agreement
On December 20, 2004, Exelon Corporation (Exelon) entered into an Agreement and Plan of Merger
(Merger Agreement) with Public Service Enterprise Group Incorporated (PSEG) providing for a merger
of PSEG with and into Exelon. The Merger Agreement provided that each share of PSEG common stock
would be converted into 1.225 shares of Exelon common stock. The transactions contemplated by the
Merger Agreement were approved by the boards of directors and shareholders of Exelon and PSEG. In
addition, as of September 14, 2006, all regulatory approvals or reviews necessary to complete the
merger had been completed with the exception of the approval from the New Jersey Board of Public
Utilities (NJBPU). On September 14, 2006, Exelon gave formal notice to PSEG that Exelon had
terminated the Merger Agreement. Exelon and PSEG issued a joint statement, a copy of which is
attached hereto as Exhibit 99.1 and incorporated herein by reference.
* * * * *
This combined Form 8-K is being furnished separately by Exelon, Commonwealth Edison Company
(ComEd), PECO Energy Company (PECO) and Exelon Generation Company, LLC (Generation) (Registrants).
Information contained herein relating to any individual Registrant has been furnished by such
Registrant on its own behalf. No Registrant makes any representation as to information relating to
any other Registrant.
Except for the historical information contained herein, certain of the matters discussed in this
Report are forward-looking statements, within the meaning of the Private Securities Litigation
Reform Act of 1995, which are subject to risks and uncertainties. The factors that could cause
actual results to differ materially from the forward-looking statements made by a registrant
include those factors discussed herein, as well as the items discussed in (a) the Registrants 2005
Annual Report on Form 10-KITEM 1A. Risk Factors, (b) the Registrants 2005 Annual Report on Form
10-KITEM 8. Financial Statements and Supplementary Data: ExelonNote 20, ComEdNote 17,
PECONote 15 and GenerationNote 17, (c) other factors that present risks associated with the
proposed merger of Exelon and PSEG as described in the joint proxy statement/prospectus that Exelon
filed with the SEC pursuant to Rule 424(b)(3) on June 3, 2005 (Registration No. 333-122704, and (d)
other factors discussed in filings with the Securities and Exchange Commission by the Registrants.
Readers are cautioned not to place undue reliance on these forward-looking statements, which apply
only as of the date of this Report. None of the Registrants undertakes any obligation to publicly
release any revision to its forward-looking statements to reflect events or circumstances after the
date of this Report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description |
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99.1
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Joint Statement of Exelon Corporation and Public Service Enterprise Group Incorporated |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
EXELON CORPORATION
PECO ENERGY COMPANY
EXELON GENERATION COMPANY, LLC
/s/ John F. Young
John F. Young
Executive Vice President, Finance and Markets,
and Chief Financial Officer
Exelon Corporation
COMMONWEALTH EDISON COMPANY
/s/ Robert K. McDonald
Robert K. McDonald
Senior Vice President, Chief Financial Officer, Treasurer
and Chief Risk Officer
Commonwealth Edison Company
September 14, 2006
EXHIBIT INDEX
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Exhibit No.
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Description |
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99.1
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Joint Statement of Exelon Corporation and Public Service Enterprise Group
Incorporated |
exv99w1
News Release
Contacts:
Exelon
Investor Relations: Joyce Carson (312) 394-3441
Media Relations: Jennifer Medley (312) 394-7189
PSEG
Investor Relations: Morton Plawner (973) 430-6474
Media Relations: Paul Rosengren (973) 430-5911
PSEG and Exelon Announce Termination of Proposed Utility Merger
Companies cite insurmountable gaps with New Jersey Board of Public Utilities
CHICAGO and NEWARK, NJ (Sept. 14, 2006) Public Service Enterprise Group Incorporated (PSEG) and
Exelon Corporation announced today that Exelon has given PSEG formal notice of termination of the
merger agreement announced December 20, 2004, and the companies have agreed to withdraw their
application for merger approval, which has been pending before the New Jersey Board of Public
Utilities (NJBPU) for more than 19 months.
The announcement followed a number of discussions with state officials and other interested parties
to better understand their respective positions on the proposed merger. The discussions made clear
that gaps separating the parties respective settlement positions are insurmountable. Major
differences included, among other things, issues relating to rate concessions and market power
mitigation.
We are very disappointed that the merger cannot be completed, said John W. Rowe, Exelons
chairman, president and CEO. We wish PSEG and its team all the best. It is a truly first-class
organization, and it was a pleasure teaming up with them on a merger that made so much sense.
We have spent a lot of time and effort on this transaction because of the value it would have
created for the companies and their customers, said E. James Ferland, chairman, president and CEO
of PSEG. We are equally disappointed but remain committed to continuing our tradition of
providing exceptional service to our customers in New Jersey, Ferland continued. We appreciate
the goodwill, professionalism, and efforts of the Exelon team.
# # #
Exelon Corporation is one of the nations largest electric utilities with approximately 5.2
million customers and more than $15 billion in annual revenues. The company has one of the
industrys largest portfolios of electricity generation capacity, with a nationwide reach and
strong positions in the Midwest and Mid-Atlantic.
(more)
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Exelon distributes electricity to approximately 5.2 million customers in northern Illinois and
Pennsylvania and natural gas to more than 470,000 customers in southeastern Pennsylvania. Exelon
is headquartered in Chicago and trades on the NYSE under the ticker EXC.
Public Service Enterprise Group (PSEG) (NYSE:PEG) is a publicly traded diversified energy company
with annual revenues of more than $12 billion, and three principal subsidiaries: PSEG Power, one of
the largest independent power producers in the U.S.; Public Service Electric and Gas Company
(PSE&G), New Jerseys oldest and largest energy distribution utility company; and, PSEG Energy
Holdings, a holding company for other non-regulated energy businesses.