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
May 13, 2013
Date of Report (Date of earliest event reported)
| Commission File Number |
Exact Name of Registrant as Specified in Its Charter; State of Incorporation; Address of Principal Executive Offices; and Telephone Number |
IRS Employer Identification Number | ||
| 1-16169 | EXELON CORPORATION (a Pennsylvania corporation) 10 South Dearborn Street P.O. Box 805379 Chicago, Illinois 60680-5379 (312) 394-7398 |
23-2990190 |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 8 — Other Events
Item 8.01. Other Events
On May 13, 2013, Exelon Corporation (Exelon) issued a press release announcing that it had issued a notice of redemption for all of its 8.625% Series A Junior Subordinated Debentures. The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Section 9 – Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
The following exhibits are filed herewith:
| Exhibit |
Description | |
| 99.1 | Press Release of Exelon Corporation, dated May 13, 2013 |
* * * * *
This Current Report contains certain 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 Exelon include those factors discussed herein, as well as the items discussed in (1) Exelon’s 2012 Annual Report on Form 10-K in (a) ITEM 1A. Risk Factors, (b) ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and (c) ITEM 8. Financial Statements and Supplementary Data: Note 19; (2) Exelon’s First Quarter 2013 Quarterly Report on Form 10-Q in (a) Part II, Other Information, ITEM 1A. Risk Factors; (b) Part 1, Financial Information, ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations and (c) Part I, Financial Information, ITEM 1. Financial Statements: Note 17; and (3) other factors discussed in filings with the SEC by Exelon. Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this Current Report. Exelon does not undertake any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this Current 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 |
| /s/ Jonathan W. Thayer |
| Jonathan W. Thayer |
| Executive Vice President and Chief Financial Officer Exelon Corporation |
May 13, 2013
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release of Exelon Corporation, dated May 13, 2013 |
Exhibit 99.1
|
|
| Contact: |
Paul Elsberg Exelon Corporate Communications 312-394-7417
Ravi Ganti Exelon Investor Relations 312-394-2348 |
FOR IMMEDIATE RELEASE |
EXELON ANNOUNCES REDEMPTION OF
SERIES A JUNIOR SUBORDINATED DEBENTURES
CHICAGO (May 13, 2013) – Exelon Corporation (Exelon) announced that it will redeem, on June 15, 2013 (Redemption Date), all of its outstanding Series A Junior Subordinated Debentures (NYSE: CEGPRA)(CUSIP No: 210387205)(Debentures) at a redemption price (Redemption Price) equal to 100 percent of the principal amount thereof plus accrued and unpaid interest to, but excluding, the redemption date. The aggregate outstanding principal amount of the Debentures is $450 million. Interest on the Debentures will cease to accrue on the Redemption Date. Payment of the Redemption Price shall be made upon presentment of the Debentures to the trustee, Deutsche Bank Trust Company Americas, at its corporate trust office, which is located at the following address:
Deutsche Bank Trust Company Americas
| By Hand or Overnight Delivery:
Deutsche Bank Trust Company Americas 5022 Gate Parkway, Suite 200 Jacksonville, Florida 32256
Attn: Redemption Unit, Trust & Securities Services |
Confirm by Telephone or for Information Call:
(800) 735-7777 |
By Registered or Certified Mail:
Deutsche Bank Trust Company Americas 5022 Gate Parkway, Suite 200 Jacksonville, Florida 32256
Attn: Redemption Unit, Trust & Securities Services |
# # #
Exelon Corporation (NYSE: EXC) is the nation’s leading competitive energy provider, with 2012 revenues of approximately $23.5 billion. Headquartered in Chicago, Exelon has operations and business activities in 47 states, the District of Columbia and Canada. Exelon is one of the largest competitive U.S. power generators, with approximately 35,000 megawatts of owned capacity comprising one of the nation’s cleanest and lowest-cost power generation fleets. The company’s Constellation business unit provides energy products and services to approximately 100,000 business and public sector customers and approximately 1 million residential customers. Exelon’s utilities deliver electricity and natural gas to more than 6.6 million customers in central Maryland (BGE), northern Illinois (ComEd) and southeastern Pennsylvania (PECO).
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