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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
November 22, 2003
(Date of earliest
event reported)
Exhibit 99
Nov. 22, 2003
Media: Linda Marsicano or Don Kirchoffner, Exelon Corporate Communications
312-394-3099 312-394-3001
312-497-0001 312-636-5562
John Sousa or David Byford, Dynegy Public Relations
713-767-5800
Analysts: Katie Pipkin or Jennifer Rosser, Dynegy Investor Relations
713-507-6466
Linda Byus or Marybeth Flater, Exelon Investor Relations
312-394-7696 312-394-8354
Dynegy, Exelon To Terminate Agreement Regarding Sale of Illinois Power Assets
HOUSTON and CHICAGO (November 22, 2003) - Dynegy Inc. (NYSE: DYN), parent
company of Illinois Power, and Exelon Corporation (NYSE: EXC), parent company of
ComEd, today acknowledged their disappointment that the Illinois General
Assembly did not act in the fall legislative session to approve the legislation
necessary to facilitate Exelon's proposed acquisition of Illinois Power, but
both companies expressed their appreciation for the support they received from
many legislators and labor and community organizations.
In the absence of the legislation, Dynegy and Exelon announced that they will
terminate the existing agreement through which Exelon would have acquired
substantially all of the assets and liabilities of Illinois Power. Dynegy and
Exelon said that the current legislative and regulatory environment made it
impossible to complete the transaction in accordance with the original
agreement.
"Exelon's acquisition of Illinois Power would have been good for the state of
Illinois. While we are disappointed that the legislation did not pass, we must
now focus on the future with Illinois Power as a part of our organization," said
Dynegy Inc. President and CEO Bruce A. Williamson. "Our first priority will be
to improve Illinois Power's financial condition by creating a sustainable cost
structure for this business. We will work closely with the Illinois Commerce
Commission and the union throughout this process.
"We will ensure safe, reliable and affordable service for our electricity and
natural gas customers in Illinois while we restructure Illinois Power to make it
a sustainable business and implement changes as soon as possible to cut costs,"
Williamson added.
According to Exelon Chairman and CEO John W. Rowe, "I really believe that this
transaction would have benefited the state of Illinois, our customers, our
investors, and certainly the employees of Illinois Power. Given the outcome of
the legislation, the terms of the current acquisition agreement cannot be met.
Exelon recognizes that it is not in the interest of the customers, employees or
investors of either company to pursue a deal that no longer has a realistic
chance of successful completion. We recognize Dynegy's need to pursue other
business plans for Illinois Power."
The legislation that Exelon and ComEd had originally proposed, which was
contained in House Bill 2200, would have allowed many of the regulatory issues
to be addressed in a single Illinois Commerce Commission (ICC) proceeding. The
legislation also would have directed the ICC to conduct the acquisition review
in an expedited nine-month proceeding, and would have allowed for full ICC and
Federal Energy Regulatory Commission review of power purchase agreements related
to the acquisition.
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Dynegy Inc. provides electricity, natural gas and natural gas liquids to
wholesale customers in the United States and to retail customers in the state
of Illinois. The company owns and operates a diverse portfolio of energy
assets, including power plants totaling approximately 13,00 megawatts of net
generating capacity, gas processing plants that process more than 2 billion
cubic feet of natural gas per day and approximately 40,000 miles of
electric transmission and distribution lines.
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. Exelon is
headquartered in Chicago and trades on the NYSE under the ticker EXC.
Dynegy forward-looking statements
- ---------------------------------
Certain statements included in this news release are intended as
"forward-looking statements." These statements include assumptions,
expectations, predictions, intentions or beliefs about future events,
particularly Dynegy's efforts to improve Illinois Power's financial condition
and to create a sustainable cost structure for that business. Dynegy cautions
that actual future results may vary materially from those expressed or implied
in any forward-looking statements. Among the key factors that could cause actual
results to vary materially from those expressed or implied is Dynegy's ability
to achieve the level of debt reductions and cost savings necessary to facilitate
the desired cost structure at Illinois Power. More information about the risks
and uncertainties relating to these forward-looking statements are found in
Dynegy's SEC filings, which are available free of charge on the SEC's web site
at http://www.sec.gov.
Exelon forward-looking statements
- ---------------------------------
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
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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.
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