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
June 2, 2003
(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
333-85496 EXELON GENERATION COMPANY, LLC 23-3064219
(a Pennsylvania limited liability company)
300 Exelon Way
Kennett Square, Pennsylvania 19348
(610) 765-6900
Item 5. Other Events
As previously disclosed, Exelon Boston Generating, LLC (EBG), an indirect
subsidiary of Exelon Corporation (Exelon) and Exelon Generation Company, LLC
(Generation), has $1.1 billion of debt outstanding under a $1.25 billion credit
facility (EBG Facility). That facility was entered into primarily to finance the
construction of the Mystic 8 and 9 and Fore River generating units. The EBG
Facility requires that all of the projects achieve "Project Completion," as
defined in the EBG Facility, by June 12, 2003, which date was not met. The EBG
Facility is non-recourse to Exelon and Generation and an event of default under
the EBG Facility does not constitute an event of default under any other debt
instruments of Exelon or its subsidiaries. Mystic 8 and 9 are in commercial
operation and Fore River is substantially complete, and the unit is currently
undergoing testing.
On June 2, 2003, EBG and the administrative agent for the EBG Facility submitted
to the lenders under the EBG Facility for their approval an amendment to the EBG
Facility, extending the date for "Project Completion" to July 11, 2003. The
proposed amendment required approval from 100% of the nineteen lenders in order
to be effective. The proposed amendment has been approved. EBG does not expect
that all of the projects will achieve "Project Completion" by July 11, 2003. EBG
cannot predict whether it will be able to negotiate a further amendment or a
waiver of the EBG Facility with the lenders or what action the lenders may take
as a result of the failure to achieve "Project Completion" by July 11, 2003. EBG
is continuing to evaluate all of its options and will continue discussions with
the lenders. EBG, however, recognizes its continuing obligation to operate the
plants in a safe and reliable manner and commits to continuing to do so pursuant
to any applicable requirements of the New England Independent System Operator.
This combined Form 8-K is being filed separately by Exelon Corporation and
Exelon Generation Company, LLC (Registrants). Information contained herein
relating to either individual registrant has been filed by such registrant on
its own behalf. Neither registrant makes any representation as to information
relating to the 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, that 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 discussed herein, as well as those discussed in (a) the Registrants' 2002
Annual Report on Form 10-K - ITEM 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations--Business Outlook and the
Challenges in Managing Our Business for Exelon and Generation, (b) the
Registrants' 2002 Annual Report on Form 10-K - ITEM 8. Financial Statements and
Supplementary Data: Exelon - Note 19 and Generation - Note 13 and (c) other
factors discussed in filings with the United States Securities and Exchange
Commission (SEC) 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. Neither 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.
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
EXELON GENERATION COMPANY, LLC
/S/ Robert S. Shapard
----------------------------------
Robert S. Shapard
Executive Vice President and
Chief Financial Officer
Exelon Corporation
June 13, 2003
