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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
December 11, 2000
(Date of earliest
event reported)
EXELON CORPORATION
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 1-16169 23-2990190
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
37th Floor, 10 South Dearborn Street
Post Office Box A-3005
Chicago, Illinois 60690-3005
(Address of principal executive offices)
Registrant's telephone number, including area code:
(312) 394-4321
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Item 5. Other Events.
On December 11, 2000, Exelon Enterprises, a division of Exelon Corporation
(Exelon), and Exelon Infrastructure Services, Inc. (EIS), a business unit of
Exelon Enterprises, announced that EIS acquired three utility and industrial
infrastructure services companies and signed a definitive agreement to purchase
a fourth company.
The three acquired companies are M.J. Electric, Inc. of Iron Mountain, MI;
P.A.C.E. Engineering, Inc. of Tulsa, OK; and Electric Services, Inc. of East
Haven, CT. EIS has signed a definitive agreement to acquire Blair Park Services,
Inc. of Warrington, PA. This transaction is expected to close in January 2001.
The four companies have combined annual revenues of approximately $200 million
and employ a total workforce of approximately 1,100. Subsequent to these
acquisitions, EIS will have 8,000 employees and annualized revenues in excess of
$900 million.
The combined purchase price for the four new companies is approximately $196
million in cash and stock. These acquisitions are expected to be immediately
accretive to earnings and are expected to realize annualized revenues of more
than $245 million for calendar 2001. The contribution to Exelon's earnings per
share in 2001 is expected to be approximately $0.025.
On December 11, 2000, EIS issued a press release which is attached hereto as
Exhibit 99.
The matters discussed in this Report and information including expected revenues
and earnings contributions of these acquisitions are forward-looking statements.
The Company's current expectations, anticipated plans and estimates set forth in
these statements are dependent on numerous factors which may change, including
market conditions, unforeseen regulatory changes, changes in the labor market
and changes in the overall economy, any or all of which may affect revenues and
margins. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this Report.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99 - Press release dated December 11, 2000.
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
/S/ Ruth Ann M. Gillis
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Principal Financial Officer
December 18, 2000
Exhibit 99
EXELON INFRASTRUCTURE SERVICES EXPANDS NATIONAL NETWORK WITH THE ACQUISITION OF
ADDITIONAL CONTRACTING COMPANIES
CHICAGO, IL and MORTON, PA, December 11, 2000 - Exelon Enterprises, a division
of Exelon Corporation, and Exelon Infrastructure Services, Inc. (EIS) announced
today that EIS has acquired three key additions to its network of utility and
industrial infrastructure services companies and signed a definitive agreement
to purchase another. EIS, headquartered in Morton, Pa., is a business unit of
Exelon Enterprises.
The three acquired companies are M.J. Electric, Inc., of Iron Mountain, Mich.;
P.A.C.E. Engineering, Inc., of Tulsa, Okla.; and Electric Services, Inc., of
East Haven, Conn. In addition, EIS has signed a definitive agreement to acquire
Blair Park Services, Inc. of Warrington, PA and is expected to close in early
January.
The four companies, with combined trailing twelve-month revenue of $200 million,
employ a total workforce of 1,100. They join EIS to create a business with 8,000
employees and annualized revenues in excess of $900 million. The acquisitions
are expected to be immediately accretive to earnings, and are expected to
realize annualized revenues of more than $245 million for calendar 2001.
The acquisitions demonstrate sustained progress toward the EIS goal of becoming
the leading provider of infrastructure services for electric, gas, cable and
telecommunications businesses in the U.S., according to Greg Cucchi, EIS
Chairman and CEO. Additional acquisitions are planned, he said.
"As the energy and communications companies continue to execute their emerging
plans to pursue their rapidly changing marketplace, our customers need major
turnkey design, construction, and maintenance capabilities," Cucchi said. "We
are meeting this need through the acquisition and consolidation of high-quality
contracting partners, and by offering, through them, a wide range of utility and
industrial network services nationwide."
He said EIS' mission is to provide bundled services to multiple infrastructures
within given geographic regions, creating significant competitive advantage
through economies of scope and scale. "We plan to leverage the reputation,
operating profitability, and entrepreneurial spirit within our partner firms,"
Cucchi said, "bringing increased levels of service, capability, and reach to our
current and future customers."
New Member Company Profiles
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M.J. Electric, Inc., based in Iron Mountain, Mich., is an electrical contracting
and engineering resource firm with more than 40 years of experience serving a
wide variety of electric utility, telecommunications, heavy industrial and
chemical processing companies throughout the country. It specializes in design,
construction and maintenance of overhead and underground facilities. It employs
a workforce of 850.
P.A.C.E. Engineering, Inc., based in Tulsa, Okla., with satellite offices in
Gaylord, Mich., and Binghamton, N.Y., the company provides technical services to
the energy and communications industries, including project feasibility studies,
engineering, drafting, project management, surveying, inspection, permitting,
mapping and environmental services. It employs a workforce of 140.
Blair Park Services, Inc., based in Warrington, Pa., is a contractor
concentrating on the installation of utility poles and lines and the design and
installation of underground electric systems and telecommunications networks in
the Mid-Atlantic region. It specializes in consulting, design, configuration,
lease, construction and ongoing support of fiber optic, dark fiber and network
infrastructure. It employs a workforce of 85.
Electric Services, Inc., based in East Haven, Conn., is a 15-year-old company
focusing on power protection and service of electric equipment for utilities,
engineering firms, large industrial companies and commercial businesses in the
U.S. and world markets, including equipment in the low, medium and high voltage
classes. Its services include engineering, design and fabrication, the
remanufacture of equipment and retrofitting to solid-state protection. It
employs a workforce of 40.
About Exelon Enterprises:
Exelon Infrastructure Services is part of the Exelon Enterprises division of
Exelon Corporation. The Exelon Enterprises' businesses compete nationwide in the
unregulated areas of energy supply, infrastructure services, integrated
communications, thermal technologies, energy-efficient offerings, turnkey
solutions and capital funding. The Exelon Enterprises portfolio includes: Exelon
Capital Partners, Exelon Infrastructure Services, Exelon Energy, Exelon
Services, Exelon Solutions, and Exelon Thermal Technologies. For more
information visit: www.exelonenterprises.com
About Exelon Corporation:
Exelon Enterprises' parent company is Exelon Corporation (NYSE: EXC) one of the
nation's largest utility services companies, formed from the merger of PECO
Energy Company and Unicom Corporation. Exelon Corporation has nearly 19,000
employees, $12 billion in annual revenues, an electric and natural gas
distribution customer base of approximately 5 million and is the largest nuclear
operator in the United States. For more information visit: www.exeloncorp.com.