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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
August 13, 2003
(Date of earliest
event reported)
Exhibit 99.1
[EXELON LOGO]
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Exelon Corporation www.exeloncorp.com
P.O. Box 805379
Chicago, IL 60680-5379
August 13, 2003
Note to Exelon's Financial Community:
Exelon Generation Announces the Sale of 50% of Sithe Energies Investment
On August 13, 2003, Exelon Generation announced an agreement with entities
controlled by Reservoir Capital Group (Reservoir), a private investment firm, to
sell 50% of Sithe Energies, Inc. (Sithe) in exchange for $75.8 million in cash.
This sale will occur after Exelon Generation closes on the Call Transaction
announced in May 2003. In that transaction, Exelon Fossil Holdings, Inc., a
wholly owned subsidiary of Exelon Generation, issued an irrevocable call notice
for the 35.2% interest in Sithe owned by Apollo Energy, LLC and the 14.9%
interest owned by subsidiaries of Marubeni Corporation. The total call price is
estimated at $650 million, and the transaction is expected to close in the
fourth quarter 2003 after receiving required approvals. At the closing of the
Call Transaction, Exelon expects Sithe to distribute to Exelon in excess of $600
million of cash available for distribution.
Both Exelon's and Reservoir's 50% interest in Sithe will be subject to Put and
Call Options that could result in either party owning 100% of Sithe. While
Exelon's intent is to fully divest Sithe by the end of 2004, the timing of the
Put and Call Options vary by acquirer and can extend through March 2006. The
pricing of the Put and Call Options is dependent on numerous factors such as the
acquirer, date of acquisition and assets owned by Sithe at the time of exercise.
The sale requires FERC approval, a Hart Scott Rodino filing and filing with the
state regulatory commission in New York, which have been made. The sale is
expected to close in the fourth quarter 2003.
In a separate transaction, Sithe has entered into an agreement with Reservoir to
sell entities holding six U.S. generating facilities, each a Qualifying Facility
(see attached list) under the Public Utility Regulatory Policies Act, and an
entity holding Sithe's Canadian assets in exchange for $46.2 million ($26.2
million in cash and a $20 million two-year note). The sale requires approvals
from Sithe's board of directors and shareholders and regulatory filings in New
Jersey and Canada, which have been made. The sale is also expected to close in
the fourth quarter 2003. This sale is not contingent on the sale of Exelon's 50%
interest in Sithe to Reservoir. Sithe's remaining assets are shown on the
attached list.
At the end of the first quarter of 2003, Exelon Generation recorded a $200
million impairment charge ($130 million after-tax) related to its 49.9%
investment in Sithe.
Exelon is evaluating whether any further charges are required as a result of the
50% sale to Reservoir. However, the transaction is not expected to have an
impact on the ongoing operating earnings of Exelon Generation.
Exelon will use the proceeds from a permanent financing, expected in the fall of
2003, to fund its outstanding obligations under these and other transactions as
well as for other corporate purposes.
Credit Suisse First Boston acted as financial advisor to Exelon. For additional
information please contact me at (312) 394-7696 or Marybeth Flater at (312)
394-8354.
Sincerely,
Linda C. Byus, CFA
Vice President Investor Relations
================================================================================
Except for the historical information contained herein, certain of the matters
discussed in this note 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 Exelon Corporation's 2002 Annual Report on
Form10-K in (a) 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, ComEd, PECO and Generation and (b) ITEM 8.
Financial Statements and Supplementary Data: Exelon--Note 19, ComEd--Note 16,
PECO--Note 18 and Generation--Note 13, and (c) other factors discussed in
filings with the Securities and Exchange Commission (SEC) by Exelon Corporation,
Commonwealth Edison Company, PECO Energy Company and Exelon Generation Company,
LLC (Registrants). Readers are cautioned not to place undue reliance on these
forward-looking statements, which apply only as of the date of this note. 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 note.
###
Exelon Corporation is one of the nation's largest electric utilities with
approximately 5 million customers and $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 approximately 450,000
customers in the Philadelphia area. Exelon is headquartered in Chicago and
trades on the NYSE under the ticker EXC.
Exhibit 99.2