-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FL8/E23kALNisrCDYx11zRX/hdb0qdWk/RQxEDMw/uzVbjvLy9/bp78FoNHV5lUj Yne1uKy3pqDSc+NW3V7CFA== 0000950159-04-000236.txt : 20040226 0000950159-04-000236.hdr.sgml : 20040226 20040226165714 ACCESSION NUMBER: 0000950159-04-000236 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040226 ITEM INFORMATION: Other events FILED AS OF DATE: 20040226 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EXELON CORP CENTRAL INDEX KEY: 0001109357 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 232990190 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16169 FILM NUMBER: 04631371 BUSINESS ADDRESS: STREET 1: 10 S DEARBORN ST 37TH FLR STREET 2: PO BOX A-3005 CITY: CHICAGO STATE: IL ZIP: 60690-3005 BUSINESS PHONE: 3123947399 MAIL ADDRESS: STREET 1: P O BOX 767 CITY: CHICAGO STATE: IL ZIP: 60690 8-K 1 exelon8k.txt 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 February 26, 2004 (Date of earliest event reported) Name of Registrant; State of Incorporation; IRS Employer Commission File Address of Principal Executive Offices; Identification Number and Telephone Number 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 Item 5. Other Events John W. Rowe, Chairman and Chief Executive Officer of Exelon Corporation (Exelon), has established a structured, prearranged trading plan to exercise stock options and sell the acquired shares in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934. Mr. Rowe holds options to acquire over 1.4 million Exelon shares. He plans to exercise options to acquire 137,500 of those shares over a ten-month period beginning in May 2004. The options were granted to Mr. Rowe six years ago when he became the Chairman and Chief Executive Officer of Unicom Corporation, a predecessor of Exelon, in March 1998. Under Exelon's stock ownership guidelines, Mr. Rowe is required to own Exelon stock or stock equivalents worth five times his base salary. Mr. Rowe exceeds this requirement by holding 165% of his stock ownership requirement. This will not change after the exercise and sale of the options under the plan described above. Mr. Rowe and his wife own over 5500 shares. Mr. Rowe also owns over 40,000 restricted stock units and over 140,000 shares or share equivalents deferred until he retires. The plan is being established to diversify Mr. Rowe's holdings in excess of his stock ownership requirement in an orderly manner as part of his estate and tax planning activities. It was initiated during the company's open window period for insider transactions. Rule 10b5-1 permits the implementation of a written plan for selling stock at times when insiders are not in possession of material nonpublic information and allows them to sell stock on a regular basis and in a nondiscretionary manner, regardless of any subsequent material nonpublic information they receive. 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/ Robert S. Shapard ----------------------------- Robert S. Shapard Executive Vice President and Chief Financial Officer February 26, 2004 -----END PRIVACY-ENHANCED MESSAGE-----