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
August 6, 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) 394-7398
Item 9. Regulation FD Disclosure
On August 6, 2002, Exelon Corporation delivered to the Secretary of the
Securities and Exchange Commission (SEC) certifications of its principal
executive officer and principal financial officer, as required by SEC Order No.
4-460. Copies of the certifications are attached as Exhibits 99.1 and 99.2 to
this report.
Exhibit Index
Exhibit No. Description
- ----------- -----------
99.1 Statement Under Oath of Principal Executive Officer and
Principal Financial Officer Regarding Facts and
Circumstances Relating to Exchange Act Filings, filed by
John W. Rowe on August 6, 2002.
99.2 Statement Under Oath of Principal Executive Officer and
Principal Financial Officer Regarding Facts and
Circumstances Relating to Exchange Act Filings, filed by
Ruth Ann M. Gillis on August 6, 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 and Chief Financial Officer
Exelon Corporation
August 6, 2002
Exhibit 99.1
[Exelon Logo]
Exelon Corporation www.exeloncorp.com
P.O.Box 805398
Chicago, IL 60680-5398
August 6, 2002
Jonathan G. Katz
Secretary
Securities and Exchange Commission
450 Fifth Street N.W.
Washington D.C. 20549
Statement Under Oath of Principal Executive Officer and
Principal Financial Officer Regarding Facts and Circumstances
Relating to Exchange Act Filings
I, John W. Rowe, state and attest that:
(1) To the best of my knowledge, based upon a review of the covered
reports of Exelon Corporation, and, except as corrected or supplemented in
a subsequent covered report:
o no covered report contained an untrue statement of a material
fact as of the end of the period covered by such report (or in
the case of a report on Form 8-K or definitive proxy materials,
as of the date on which it was filed); and
o no covered report omitted to state a material fact necessary to
make the statements in the covered report, in light of the
circumstances under which they were made, not misleading as of
the end of the period covered by such report (or in the case of a
report on Form 8-K or definitive proxy materials, as of the date
on which it was filed).
(2) I have reviewed the contents of this statement with the Company's
audit committee.
(3) In this statement under oath, each of the following, if filed on or
before the date of this statement, is a "covered report":
o The Annual Report on Form 10-K for the fiscal year ended December
31, 2001 of Exelon Corporation;
o all reports on Form 10-Q, all reports on Form 8-K and all
definitive proxy materials of Exelon Corporation filed with the
Commission subsequent to the filing of the Form 10-K identified
above; and
o any amendments to any of the foregoing.
/s/ John W. Rowe
-----------------
John W. Rowe Subscribed and sworn to
August 6, 2002 before me this 6th day of
August 2002.
/s/ Mary L. Kwilos
------------------------
Notary Public
My Commission Expires: 10/26/05
Exhibit 99.2
[Exelon Logo]
Exelon Corporation www.exeloncorp.com
P.O.Box 805398
Chicago, IL 60680-5398
August 6, 2002
Jonathan G. Katz
Secretary
Securities and Exchange Commission
450 Fifth Street N.W.
Washington D.C. 20549
Statement Under Oath of Principal Executive Officer and
Principal Financial Officer Regarding Facts and Circumstances
Relating to Exchange Act Filings
I, Ruth Ann M. Gillis, state and attest that:
(1) To the best of my knowledge, based upon a review of the covered
reports of Exelon Corporation, and, except as corrected or supplemented in
a subsequent covered report:
o no covered report contained an untrue statement of a material
fact as of the end of the period covered by such report (or in
the case of a report on Form 8-K or definitive proxy materials,
as of the date on which it was filed); and
o no covered report omitted to state a material fact necessary to
make the statements in the covered report, in light of the
circumstances under which they were made, not misleading as of
the end of the period covered by such report (or in the case of a
report on Form 8-K or definitive proxy materials, as of the date
on which it was filed).
(2) I have reviewed the contents of this statement with the Company's
audit committee.
(3) In this statement under oath, each of the following, if filed on or
before the date of this statement, is a "covered report":
o The Annual Report on Form 10-K for the fiscal year ended December
31, 2001 of Exelon Corporation;
o all reports on Form 10-Q, all reports on Form 8-K and all
definitive proxy materials of Exelon Corporation filed with the
Commission subsequent to the filing of the Form 10-K identified
above; and
o any amendments to any of the foregoing.
/s/ Ruth Ann M. Gillis
-----------------------
Ruth Ann M. Gillis Subscribed and sworn to
August 6, 2002 before me this 6th day of
August 2002.
/s/ Mary L. Kwilos
-----------------------
Notary Public
My Commission Expires: 10/26/05