-----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, FaYerFuf65mDLX9ZkjI5QtEOTqriyZc3ChcVeazjjNnAT+zUXcKI957nsTzAeBDm PUKRXEQdNKtSVrLJNjF6fA== /in/edgar/work/20000619/0000950131-00-003970/0000950131-00-003970.txt : 20000919 0000950131-00-003970.hdr.sgml : 20000919 ACCESSION NUMBER: 0000950131-00-003970 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000619 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PECO ENERGY CO CENTRAL INDEX KEY: 0000078100 STANDARD INDUSTRIAL CLASSIFICATION: [4931 ] IRS NUMBER: 230970240 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: SEC FILE NUMBER: 001-01401 FILM NUMBER: 656956 BUSINESS ADDRESS: STREET 1: 2301 MARKET ST STREET 2: P O BOX 8699 CITY: PHILADELPHIA STATE: PA ZIP: 19101 BUSINESS PHONE: 2158414000 FORMER COMPANY: FORMER CONFORMED NAME: PHILADELPHIA ELECTRIC CO DATE OF NAME CHANGE: 19920703 DEFA14A 1 0001.txt ADDITIONAL MATERIALS TO SCHEDULE 14A SCHEDULE 14A INFORMATION (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ___) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [X] Definitive Additional Materials [ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 PECO ENERGY COMPANY (Name of Registrant as Specified in its Charter) (Name of Person Filing Proxy Statement if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No Fee required [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): 4) Proposed maximum aggregate value of transaction: 5) Total Fee paid: [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form of Schedule and the date of its filing. 1) Amount Previously Paid: 2) Form, Schedule or Registration Statement No.: 3) Filing Party: 4) Date Filed: PECO Energy Company Execution - Excellence - Exelon Corbin A. McNeill, Jr. The DLJ Electric Power Conference June 12, 2000 [LOGO OF PECO ENERGY] [LOGO OF UNICOM] Important Notice The following communications contain certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and are naturally subject to uncertainty and changes in circumstances. Actual results may vary materially from the expectations contained herein. The forward-looking statements herein include statements about future financial and operating results and the proposed merger involving PECO Energy Company and Unicom Corporation. The following factors, among others, could cause actual results to differ materially from those described herein: inability to obtain, or meet conditions imposed for, governmental approvals for the merger; failure of the PECO Energy Company or Unicom Corporation stockholders to approve the merger; the risk that the PECO Energy Company and Unicom Corporation businesses will not be integrated successfully; and other economic, business, competitive and/or regulatory factors affecting PECO Energy Company's and Unicom's business generally. More detailed information about those factors is set forth in the joint proxy statement/prospectus regarding the proposed merger. PECO Energy Company and Unicom Corporation are under no obligation to (and expressly disclaim any such obligation to) update or alter their forward-looking statements whether as a result of new information, future events or otherwise. Investors and security holders are urged to read the joint proxy statement/prospectus regarding the business combination transaction referenced in the foregoing information because it contains important information. The joint proxy statement/prospectus has been filed with the Securities and Exchange Commission by PECO Energy Company and Unicom Corporation. Investors and security holders may obtain a free copy of the joint statement/prospectus and other documents filed by PECO Energy Company and Unicom Corporation with the Commission at the Commission's web site at www.sec.gov. The joint proxy statement/prospectus and these other documents may also be obtained for free from PECO Energy Company or from Unicom Corporation. [LOGO OF PECO ENERGY] [LOGO OF UNICOM] Agenda PECO Energy - Execution Excellence Status of Merger Business Segments - Emphasis on Execution: Generation and Power Marketing Energy Delivery Enterprises Wrap-up and Q&A [LOGO OF PECO ENERGY] [LOGO OF UNICOM] PECO Energy Company Execution Scorecard PECO Energy's Strategic Objectives: Build competitive generation portfolio improve efficiency of existing fleet disciplined acquisitions Develop profitable ventures portfolio telecommunications infrastructure services Optimize profitability of the distribution business in a competitive environment [LOGO OF PECO ENERGY] [LOGO OF UNICOM] PECO Energy Company Generation and Power Marketing Y-T-D Nuclear Capacity Factor at 94.5% AmerGen Assets 99.6% Capacity Factor Power Team's wholesale performance: Wholesale volumes are up 10% vs. '99 Gross margin flat vs. '99 [LOGO OF PECO ENERGY] [LOGO OF UNICOM] PECO Energy Company Generation and Power Marketing AmerGen's Completed Acquisitions (2 GW) Clinton TMI AmerGen Acquisitions in process (3 GW): Oyster Creek: 2Q 2000 Vermont Yankee: - 3Q 2000 Nine Mile Point: - 3Q Auction Other Portfolio Additions - (4 GW) Tenaska, Texas - July 2000 Tenaska, Georgia - 2Q 2001 Cogentrix, Oklahoma - 1Q 2002 Peach Bottom, Pennsylvania - 2Q 2000 [LOGO OF PECO ENERGY] [LOGO OF UNICOM] PECO Energy Company Ventures Portfolio Exelon Infrastructure Services Wave 1&2 acquisitions complete Annual revenues of $720 M (run-rate) Expect additional acquisitions Exelon Communications - ahead of plan AT&T Wireless - accumulating customers PECO Adelphia - expanding the network [LOGO OF PECO ENERGY] [LOGO OF UNICOM] PECO Energy Distribution 100% Choice on 1/2/00 $5B (of $5.26B) of stranded costs securitized 82% Customer Rentention as of 5/31/00 Cost controls in line with targets [LOGO OF EXELON] [LOGO OF PECO ENERGY] [LOGO OF UNICOM] A Compelling Combination National power marketing portfolio Nation's largest low-cost nuclear fleet Multi-regional distribution platform Among the largest electric utility customer bases Enterprises porfolio with proven value Financial scale and resources to execute Shareholder-driven management team [LOGO OF PECO ENERGY] [LOGO OF UNICOM] This Combination Delivers Enhanced competitive advantage across all three business segments 10% average annual EPS growth Immediate earnings accretion [LOGO OF PECO ENERGY] [LOGO OF UNICOM] Relentless Execution an update on the last 9 months Restructured the merger agreement Repurchased $1B of stock Reached merger settlement in PA Gained approval from FERC and completed DOJ review Aggressive integration schedule on track [LOGO OF PECO ENERGY] [LOGO OF UNICOM] Approval Milestones FERC - approval granted without condition DOJ - review process completed ICC - merger notice completed; GenCo decision pending PA PUC - settlement reached; decision pending Shareholders - vote scheduled June 27, 28 NRC - decision pending; expected June SEC - decision anticipated September [LOGO OF PECO ENERGY] [LOGO OF UNICOM] Exelon's Business Structure Exelon Corporation ------------------ | --------------------------------------------------------- | | | Exelon Exelon Exelon Generation Energy Delivery Enterprises ---------- --------------- ----------- Power Team ComEd Energy Delivery Infrastructure Services Nuclear PECO Energy Delivery Energy Services Operations AmerGen PECO Gas Distribution Telecommunications Fossil/Hydro Energy Operations Thermal [LOGO OF PECO ENERGY] [LOGO OF UNICOM] Foundation for Growth [Slide contains a bar graph depicting actual earnings before special items for 1998 and 1999 and IBES projected earnings for 2000 for PECO and Unicom and projected earnings growth for Exelon for 2000 (pro forma annualized), 2001, 2002 and 2003. The Exelon graph indicates a 10% growth for 2001 to 2003.
PECO 1998 $2.66 1999 $3.17 2000 $3.60 Unicom 1998 $2.27 1999 $2.89 2000 $3.25 Exelon 2000(pro forma annualized) $3.70 2001 $4.20 2002 $4.60 2003 $5.10]
[LOGO OF PECO ENERGY] [LOGO OF UNICOM] Exelon Generation [LOGO OF PECO ENERGY] [LOGO OF UNICOM] Exelon Generation Strategy Drive cost leadership through proven fleet management model and economies of scale Grow asset portfolio through long term supply contracts, acquisitions, and development Optimize portfolio through balanced generation mix and geographic presence [PECO ENERGY LOGO] [UNICOM LOGO] Improving Nuclear Fleet Production . Shorten refueling outages . Improve material condition . Implement rigorous operating standards and best-in-class practices . Every 1% increase in fleet capacity factor: . 1,225 additional GWh . $33M margin increase . $0.06 EPS increase [Slide contains bar graph depicting the Capacity Factors of approximately 87% for 1999, approximately 89% for 2000, approximately 90% for 2001, approximately 91% for 2002 and approximately 92% for 2003.] [logo of PECO ENERGY] [logo of Unicom] Nuclear Competitive Advantage . Current nuclear all-in cost 2.9c/kWh . Nuclear cost stretch target capitalizes on tangible opportunities . All-in nuclear cost stretch-target remains below forecasted 2.4c/kWh CCGT marginal cost All-in Cost [Slide contains a bar graph depicting the Current All-in Cost of 2.9 cents per kWh decreasing to an All-in Cost Target of approximately 2.0 cents per kWh. There are five elements which are depicted to contribute to the decrease to achieve the All-in Cost Target. Asset Write-down of approximately 0.4 cents per kWh, Productivity Improvements of approximately 0.2 cents per kWh, Labor, Materials and Services and Operating and Maintenance Reduction aggregating approximately 0.3 cents per kWh.] [LOGO OF PECO ENERGY] [LOGO OF UNICOM] Extracting Additional Value Asset-Based Power Marketing Geographic diversity of assets reduces transmission costs improves asset utilization enables market expansion Diversity of generation mix enhances portfolio of higher margin, custom products Minimize supply costs through coordinated dispatch Complementary skill sets within marketing organizations [LOGO OF PECO ENERGY] [LOGO OF UNICOM] Asset Margin Enhancement Commodity ==> ==> ==> Premium Product Price taker ==> ==> ==> Price leader Lower Margins ==> ==> Higher Margins Sell in blocks ==> ==> Follow the load Compete on Cost ==> ==> Compete with custom products [LOGO OF PECO ENERGY] [LOGO OF UNICOM] Exelon Energy Delivery [LOGO OF PECO ENERGY] [LOGO OF UNICOM] Growing the Delivery Footprint [The slide contains a graphic image depicting the Continental United States and contains the following data:] Chicago Philadelphia Customers: 3.4M Sales: 83,500 GWH Summer Peak: 21 GW Customers: 1.5M Gas Cust: 400K Sales: 35,300 GWH Summer Peak: 8GW Exelon Energy Delivery ---------------------- Customers: 4.9M Gas Cust: 400K Sales: 118,800 GWH Summer Peak: 29 GW [LOGO OF PECO ENERGY] [LOGO OF UNICOM] Exelon Energy Delivery Strategy Achieve top quartile performance improve reliability enhance customer satisfaction and loyalty Improve financial performance produce strong cash flows maintain EPS while amortizing intangible asset Manage regulatory environment [LOGO OF PECO ENERGY] [LOGO OF UNICOM] Exelon Enterprises [LOGO OF PECO ENERGY] [LOGO OF UNICOM] Exelon Enterprises Strategy Leverage Enterprises': physical assets customer relationships competencies: energy, energy services, infrastructure management, telecommunications to take advantage of industry trends: outsourcing construction and maintenance outsourcing energy risk management rapid growth of voice, video and internet [LOGO OF PECO ENERGY] [LOGO OF UNICOM] Exelon Businesses Building the Infra-Com Concept GROWTH National Telecom and Infrastructure THROUGH Services Businesses ACQUISITION National Infrastructure Services Business Regional (Phila) Telecom and Infrastructure Services Businesses MARKET OPPORTUNITIES [The slide contains a graph depicting the relationship between acquisition of telecom and infrastructure services businesses and market opportunities in these businesses. The graph contains three concentric bands indicating the types of opportunities that become available as the businesses grow: Regional (Philadelphia) Telecom and Infrastructure Services Businesses; National Infrastructure Services Businesses; National Telecom and Infrastructure Services Businesses.] [LOGO OF PECO ENERGY] [LOGO OF UNICOM] EXELON will be the most recognized and admired utility services company in the world. [LOGO OF EXELON] -----END PRIVACY-ENHANCED MESSAGE-----