-----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, HzrAiCOt6ANJAwPlinjP+gcFA/F6K9WSXjLo6z9O6gORyTm3i10IFgrTL7o0tHgi M0YqXONQwn9aR/2FzTVXzQ== 0000950159-99-000270.txt : 19991227 0000950159-99-000270.hdr.sgml : 19991227 ACCESSION NUMBER: 0000950159-99-000270 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990924 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990928 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PECO ENERGY CO CENTRAL INDEX KEY: 0000078100 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 230970240 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-01401 FILM NUMBER: 99718060 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 8-K 1 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 24, 1999 (Date of earliest event reported) PECO ENERGY COMPANY (Exact name of registrant as specified in its charter) Pennsylvania 1-1401 23-0970240 (State or other (Commission (IRS Employer jurisdiction of file number) Identification incorporation) Number) 230l Market Street, Philadelphia, Pennsylvania 19101 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (215) 841-4000 Item 5. Other Events Presentation to Investors regarding Merger Transaction. On September 24, 1999, Unicom Corporation and PECO Energy Company met with investors to discuss the merger of the two companies. A copy of the presentation materials is attached to this Current Report on Form 8-K as Exhibit 99. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements of Business Acquired. Not applicable. (b) Pro Forma Financial Information. Not applicable. (c) Exhibits 99. Presentation to investors, "The Creation of a Preeminent National Energy Company, September 24, 1999. 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. PECO ENERGY COMPANY \s\ Jean H. Gibson ----------------------- Jean H. Gibson Vice President & Controller September 27, 1999 EX-99 2 Slide 1 - ------- PECO ENERGY [LOGO] Unicom [LOGO] Slide 2 - ------- PECO ENERGY [LOGO] Unicom [LOGO] The Creation of a Preeminent National Energy Company September 24, 1999 Slide 3 - ------- Safe Harbor This presentation contains certain forward-looking statements within the meaning of the safe-harbor provisions of the Securities Exchange Act of 1934; these forward-looking statements are subject to various risks and uncertainties. The factors that could cause actual results to differ materially from the projections, forecasts, estimates and expectations discussed herein may include factors that are beyond the companies' ability to control or estimate precisely, such as estimates of future market conditions, the behavior of other market participants and the actions of the Federal and State regulators. Other factors include, but are not limited to, actions in the financial markets, weather conditions, economic conditions in the two companies' service territories, fluctuations in energy-related commodity prices, conversion activity, other marketing efforts and other uncertainties. Other risk factors are detailed from time to time in the two companies' SEC reports. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this presentation, September 24, 1999. The companies do not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this presentation. Slide 4 - ------- PECO ENERGY [LOGO] Unicom [LOGO] Corbin A. McNeill, Jr. Chairman, CEO and President PECO Energy Company John W. Rowe Chairman, CEO and President Unicom Corporation Michael J. Egan Chief Financial Officer; PECO Energy Company Chief Intergration Officer Slide 5 - ------- PECO ENERGY [LOGO] Unicom [LOGO] Agenda * Strategic Overview * The New Company * Growth Opportunities of Merger * Terms of the Deal * Financial Benefits * Vision for Future Slide 6 - ------- PECO ENERGY [LOGO] Unicom [LOGO] Our Shared Vision Common Ground * Pursuing bold strategies that capitalize on competitive growth opportunities * Thriving in early deregulated environments * Building shareholder value for the long term * Repurchasing stock Slide 7 - ------- PECO ENERGY [LOGO] Unicom [LOGO] Our Shared Vision Common Goals * Accelerating and enhancing our competitive growth strategy * Adding to near-term earnings * Achieving a higher earnings growth rate * Re-deploying capital with a focus on increased returns Slide 8 - ------- PECO ENERGY [LOGO] Unicom [LOGO] Delivering On Our Goals Transaction is immediately accretive 9 -10% expected annual growth in EPS $1.5B in capital returned to shareholders immediately Slide 9 - ------- PECO ENERGY [LOGO] Unicom [LOGO] A Compelling Combination Creates a preeminent national energy company * National Generation / Marketing Portfolio * Largest Nuclear Generation Fleet with 21 plants Achieves a multi-regional distribution platform * Largest retail electric utility customer base * Positioned for further regional consolidation Financial scale and resources to execute strategy Slide 10 - -------- A Strategic Fit Distribution Generation Focus Focus Unicom [LOGO] PECO ENERGY [LOGO] WITH... WITH... 9,400 MW CAPACITY 1.5 MILLION CUSTOMERS Two Complementary Strategies ONE POWERFUL COMPANY Slide 11 - -------- Creating a Growth Platform [GRAPHIC OMITTED - Slide contains a graphic image depicting the Continental United States and contains the following data.] Unicom [LOGO] GWh Sales: 100,000 MWs: 9,400 Customers: 3.5 MM Revenues: $7.2 B Market Cap: $8.1 B PECO ENERGY [LOGO] GWh Sales: 74,000 MWs: 13,100 Customers: 1.5 MM Revenues: $5.2 B Market Cap: $7.1 B Combined Company GWh Sales: 174,000 MWs: 22,500 Customers: 5.0 MM Revenues: $12.4 B Market Cap: $15.2 B Slide 12 - -------- PECO ENERGY [LOGO] Unicom [LOGO] The Generation Story Accelerating our national growth strategy * Focus on nuclear operational excellence * Leverage best practices and operating capabilities * Capture synergies in operations and supply management * Continue disciplined acquisition program Slide 13 - -------- Top 20 U.S. Electric Generators [GRAPHIC OMITTED - BAR CHART] Generation Company Generation Capacity in GWs AEP/CSR 38.6 Southern Company 37.9 Entergy 23.2 Combined New Company 22.5 FPL Group 21.6 Texas Utilities 21.1 Duke Energy 20.8 NSP/NCE 19.8 Dominion Resources 19.4 Edison International 18.3 Reliant Energy 17.4 PECO Energy 13.1 FirstEnergy 11.8 Ameren 11.4 Cinergy 11.2 PSE&G 11.1 DTE Energy 10.3 Carolina Power & Light 10.0 Unicom 9.4 CMS Energy 9.0 Allegheny 8.1 Slide 14 - -------- PECO ENERGY [LOGO] Unicom [LOGO] Asset-Based Power Marketing Extend scale and scope of proven wholesale marketing and trading strategy * Exploit physical reach of combined portfolio * Broaden portfolio of custom products * Enhance position as preferred counter-party * Balance portfolio through contract positions Slide 15 - -------- PECO ENERGY [LOGO] Unicom [LOGO] Distribution Distribution network serving 5MM customers * Committed to reliability and customer satisfaction * Sharing of best practices and systems * Capture synergies Grow through strategic acquisitions Slide 16 - -------- Top 20 U.S. Electric Distribution Companies [GRAPHIC OMITTED - BAR CHART] Distribution Companies Distribution Customers (000's) New Company 4948 AEP/CSR 4680 PG&E 4600 Edison International 4270 Southern Company 3794 FPL Group 3700 Unicom 3455 Consolidated Edison 3305 NSP/NCE 3059 Entergy 2500 Texas Utilities 2500 FirstEnergy 2167 DTE Energy 2068 Duke Energy 2000 Dominion Resources 2000 PSE&G 1900 CMS Energy 1640 Reliant Energy 1600 PECO Energy 1493 Ameren 1479 Allegheny Energy 1418 Slide 17 - -------- PECO ENERGY [LOGO] Unicom [LOGO] Related Growth Opportunities Broad and complementary portfolios Flexibility to respond to market opportunities Portfolio focus * Infrastructure services * Energy solutions * Telecommunications Slide 18 - -------- PECO ENERGY [LOGO] Unicom [LOGO] Terms of the Deal Merger of Equals Stock for stock exchange ratio * 1:1 for PECO Energy * 0.95:1 for Unicom Purchase accounting * Annual Goodwill ~ $70MM $1.69 anticipated annual dividend $1.5B Dual Cash Election Slide 19 - -------- PECO ENERGY [LOGO] Unicom [LOGO] Dual Cash Election PECO Unicom Pre-Closing shares outstanding (est.) 182.4MM 191.3MM Cash Election $750MM to PECO Shares (16.7MM) $750MM to Unicom Shares (17.5MM) --------- --------- Shares Remaining 165.7MM 173.8MM Share Exchange 1:1 PECO Shares 165.7MM 0.95:1 Unicom Shares 165.1MM Total Shares Outstanding 330.8MM Slide 20 - -------- PECO ENERGY [LOGO] Unicom [LOGO] Cost Savings [GRAPHIC OMITTED - PIE CHART] Labor 50% Corporate & Administrative Programs 35% Fuel & Purchasing 15% Annual savings * $100MM year one * Over $180MM year three 60% Regulated 40% Unregulated Slide 21 - -------- PECO ENERGY [LOGO] Unicom [LOGO] Revenue Enhancements Power Marketing * Enhanced margins on integrated portfolio * Improved transmission efficiency Non-regulated growth opportunities * Leverage infrastructure services over broader customer base * Capitalize on telecom (fiber) opportunities * Energy Solutions: cross-selling opportunities Slide 22 - -------- PECO ENERGY [LOGO] Unicom [LOGO] Game Plan for Approval No significant regulatory hurdles * NRC * SEC: '35 Act Registration * FERC * IL Commerce Commission * PA Public Utility Commission Timing * Target closing: ~12 months Slide 23 - -------- PECO ENERGY [LOGO] Unicom [LOGO] Transition to Competition PECO Unicom Restructuring plans finalized X X Stranded cost recovery X X Securitization in-place X X Retail choice timetable X X Slide 24 - -------- PECO ENERGY [LOGO] Unicom [LOGO] Management & Governance Structure 8 board members from each company McNeill and Rowe will be Co-CEO's through 12/31/03 McNeill: Chairman for first 18 months * Responsibilities: generation and marketing Rowe: Chairman after 18 months * Responsibilities: transmission, distribution and unregulated growth ventures Slide 25 - -------- PECO ENERGY [LOGO] Unicom [LOGO] Financial Benefits Accretive to both companies in first year Positioned for 9 -10% long-term EPS growth Dividend provides flexibility to execute growth strategy Balance sheet supports solid credit ratings Slide 26 - -------- PECO ENERGY [LOGO] Unicom [LOGO] Vision for the Future Scale, scope and resources enable: * Growth of generation portfolio * Top-quartile distribution performance - safe, reliable and efficient * Expansion of related growth businesses 9-10% annual growth in earnings per share Slide 27 - -------- PECO ENERGY [LOGO] Unicom [LOGO] Q & A Slide 28 - -------- PECO ENERGY [LOGO] Unicom [LOGO] -----END PRIVACY-ENHANCED MESSAGE-----