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
September 26, 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
1-1839 COMMONWEALTH EDISON COMPANY 36-0938600
(an Illinois corporation)
10 South Dearborn Street - 37th Floor
P.O. Box 805379
Chicago, Illinois 60680-5379
(312) 394-4321
Item 5. Other Events.
On Friday, September 26, 2003, Exelon Corporation (Exelon) issued a press
release stating that Exelon is exploring the possibility of acquiring Illinois
Power Company from Dynegy Inc. A copy of the press release is attached as
Exhibit 99.
Exelon reconfirmed its criteria regarding acquisitions: accretive to its
earnings the first year after the transaction; earn its cost of capital; and
maintain its existing credit ratings. Exelon has also reconfirmed that the
acquisition needs to be part of a broader solution to the issues involving
supply and price of electricity in Illinois in the longer term.
This combined Form 8-K is being filed separately by Exelon and Commonwealth
Edison Company (Registrants). Information contained herein relating to any
individual registrant has been filed by such registrant on its own behalf. No
registrant makes any representation as to information relating to any 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 factors discussed herein, as well as the items 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 each of Exelon, ComEd, PECO and
Generation, (b) the Registrants' 2002 Annual Report on Form 10-K - 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 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. 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 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
COMMONWEALTH EDISON COMPANY
/s/ Robert S. Shapard
---------------------------------
Robert S. Shapard
Executive Vice President and
Chief Financial Officer
Exelon Corporation
September 29, 2003
Exhibit 99
[EXELON LOGO]
News Release
From: Exelon Corporation For Immediate Release
Corporate Communications ---------------------
P.O. Box 805379
Chicago, IL 60680-5379
Contact: Don Kirchoffner, 312.394.3001
Linda Marsicano, 312.394.3099
Exelon Corporation Explores Possibility of Acquiring
Illinois Power from Dynegy Inc.
Chicago (September 26, 2003) -- Exelon Corporation (Exelon) today announced that
it is engaged in exclusive discussions with Dynegy Inc. (Dynegy), which may lead
to Exelon purchasing Illinois Power Company (Illinois Power) from Dynegy.
Illinois Power is an electric and gas distribution and transmission utility
serving customers in north central, central and south central Illinois.
Negotiations have only commenced and no assurance can be given that they will
lead to an agreement or that any such agreement could be consummated.
While Exelon believes it is possible to structure a transaction that will
achieve important public policy objectives such as greater reliability and price
stability, any ultimate transaction will be contingent upon review by the
Illinois Commerce Commission, the Federal Energy Regulatory Commission, the
Securities and Exchange Commission and other governmental entities to assure
that these objectives are met. It is expected that if this acquisition is
consummated, it will benefit consumers, competition and the state's economy.
Exelon is exploring this transaction because it believes the combination of
Illinois Power with Exelon's present subsidiary, Commonwealth Edison Company
(ComEd), would provide a unique opportunity to improve service to customers and
address the issues involving the supply and price of electricity throughout much
of the state through the end of the decade and beyond. We would expect that an
approved transaction would lead to contracts for guaranteed supply at
predictable prices for Illinois consumers, particularly residential and small
commercial.
Safe, reliable delivery of energy to our customers remains Exelon's first
priority. Exelon is committed to constantly monitoring opportunities that will
not only enhance shareholder value, but also improve reliability.
Exelon does not anticipate making any further announcement until a definitive
agreement is reached or the discussions are terminated.
###
Except for the historical information contained herein, certain of the
matters discussed in this news release 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 factors discussed
herein, as well as the items 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 each of Exelon, ComEd, PECO
and Generation, (b) the Registrants' 2002 Annual Report on Form 10-K - 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 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 release. 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 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 andstrong 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.
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