-----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, L5/6f+bIsrRQKmDZaaQW/lOFMHg9/HUmhKkTFxj5XWaL//l1VXycY0b00kQqukEp Bzw29LgVzPvzfQDG8gmUHQ== 0000950159-03-000794.txt : 20030929 0000950159-03-000794.hdr.sgml : 20030929 20030929084828 ACCESSION NUMBER: 0000950159-03-000794 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030926 ITEM INFORMATION: Other events FILED AS OF DATE: 20030929 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: 03913665 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMMONWEALTH EDISON CO CENTRAL INDEX KEY: 0000022606 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 360938600 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-01839 FILM NUMBER: 03913664 BUSINESS ADDRESS: STREET 1: ONE FIRST NATIONAL PLZ 37TH FL STREET 2: P O BOX 767 CITY: CHICAGO STATE: IL ZIP: 60690 BUSINESS PHONE: 3123944321 MAIL ADDRESS: STREET 1: 10 SOUTH DEARBORN STREET STREET 2: 37TH FLOOR CITY: CHICAGO STATE: IL ZIP: 606900767 8-K 1 exelon9-268k.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 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 EX-99 3 exhibit99.txt EXHIBIT 99 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. page 2 -----END PRIVACY-ENHANCED MESSAGE-----