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
March 1, 2002
(Date of earliest
event reported)
Commission File Name of Registrant; State of Incorporation; Address of IRS Employer
Number Principal Executive Offices; and Telephone Number Identification Number
- --------------------- --------------------------------------------------------- -------------------------
1-16169 EXELON CORPORATION 23-2990190
(a Pennsylvania corporation)
10 South Dearborn Street - 37th Floor
P.O. Box 805379
Chicago, Illinois 60680-5379
(312) 394-4321
Item 5. Other Events.
On March 1, 2002, Exelon Corporation issued a press release announcing the sale
of its interest in a joint venture with AT&T Wireless. The press release is
attached as an exhibit hereto and incorporated herein by reference.
This filing contains certain forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. These statements are based
on management's current expectations and are subject to uncertainty and changes
in circumstances. Actual results may vary materially from the expectations
contained herein. The forward-looking statements herein include statements about
future financial and operating results of Exelon. Economic, business,
competitive and/or regulatory factors affecting Exelon's businesses generally
could cause actual results to differ materially from those described herein. For
a discussion of the factors that could cause actual results to differ
materially, please see Exelon's other filings with the Securities and Exchange
Commission, particularly those discussed in "Management's Discussion and
Analysis of Financial Condition and Results of Operations-- Outlook" in Exelon's
2000 Annual Report. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this filing.
Exelon does not undertake any obligation to publicly release any revisions to
these forward-looking statements to reflect events or circumstances after the
date of this filing.
EXHIBIT INDEX
Exhibit
Number Description
99.1 Press Release issued March 1, 2002.
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
-----------------------------------
Ruth Ann M. Gillis
Senior Vice President & Principal Financial Officer
March 1, 2002
EXHIBIT 99.1
[LOGO FOR EXELON]
News Release
From: Exelon Corporation For Immediate Release
---------------------
Corporate Communications March 1, 2002
P.O. Box 805379
Chicago, IL 60680-5379
Contact: Donald Kirchoffner, 312.394.3001
Linda Byus, CFA, 312.394.7696
Exelon Corporation Announces Sale of Interest in AT&T Wireless Joint Venture
Exelon Corporation's business unit, Exelon Enterprises, announced an agreement
to sell its 49% interest in AT&T Wireless PCS of Philadelphia, LLC (AT&T
Wireless Philadelphia) to a subsidiary of AT&T Wireless Services for $285
million in cash. The transaction is expected to close in the first half of 2002.
Formed in 1996, AT&T Wireless Philadelphia is a joint venture of Exelon
Communications and AT&T Wireless providing personal communications services
(PCS) in the Philadelphia metropolitan trading area. The venture has completed
the initial build-out of its digital wireless PCS network and commercially
launched PCS service in October 1997.
Exelon Communications, a unit of Exelon Enterprises, expects to record a pretax
gain on the sale of approximately $200 million. The after-tax gain is estimated
at approximately $120 million with a resulting $0.37 earnings per share
(diluted) gain.
The sale of the Exelon interest in the Philadelphia joint venture is consistent
with the announced strategy to optimize the value of the Exelon Enterprises
portfolio. Proceeds from the transaction will be used for Exelon's general
corporate purposes.
Credit Suisse First Boston served as financial advisor to Exelon.
This press release contains certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. These
statements are based on management's current expectations and are subject to
uncertainty and changes in circumstances. Actual results may vary materially
from the expectations contained herein. The forward-looking statements herein
include statements about future financial and operating results of Exelon.
Economic, business, competitive and/or regulatory factors affecting Exelon's
businesses generally could cause actual results to differ materially from those
described herein. For a discussion of the factors that could cause actual
results to differ materially, please see Exelon's filings with the Securities
and Exchange Commission, particularly those discussed in "Management's
Discussion and Analysis of Financial Condition and Results of Operations--
Outlook" in Exelon's 2000 Annual Report. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the
date of this press release. Exelon does not undertake any obligation to publicly
release any revisions to these forward-looking statements to reflect events or
circumstances after the date of this press release.
###
Exelon Corporation is one of the nation's largest electric utilities with
approximately 5 million customers and more than $15 billion in annual
revenues. The company has one of the industry's largest portfolios of
electricity generation capacity, with a nationwide reach and strong positions
in the Midwest and Mid-Atlantic. Exelon distributes electricity to
approximately 5 million customers in Illinois and Pennsylvania and gas to more
than 440,000 customers in the Philadelphia area. The company also has
holdings in such competitive businesses as energy, infrastructure services,
energy services and telecommunications. Exelon is
headquartered in Chicago and trades on the NYSE under the ticker EXC.