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
August 4, 2006
Date of Report (Date of earliest event reported)
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Exact Name of Registrant as Specified in Its Charter; State of |
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Incorporation; Address of Principal Executive Offices; and |
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IRS Employer |
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Telephone Number |
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Identification Number |
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1-16169
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EXELON CORPORATION
(a Pennsylvania corporation)
10 South Dearborn Street — 37th Floor
P.O. Box 805379
Chicago, Illinois 60680-5379
(312) 394-7398
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23-2990190 |
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1-1839
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COMMONWEALTH EDISON COMPANY
(an Illinois corporation)
440 South LaSalle Street
Chicago, Illinois 60605-1028
(312) 394-4321
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36-0938600 |
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000-16844
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PECO ENERGY COMPANY
(a Pennsylvania corporation)
P.O. Box 8699
2301 Market Street
Philadelphia, Pennsylvania 19101-8699
(215) 841-4000
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23-0970240 |
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333-85496
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EXELON GENERATION COMPANY, LLC
(a Pennsylvania limited liability company)
300 Exelon Way
Kennett Square, Pennsylvania 19348
(610) 765-6900
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23-3064219 |
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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 August 4, 2006, the board of directors of Exelon Corporation (Exelon) held a special meeting and
adopted the following resolutions authorizing continued settlement discussions in the proceedings
before the New Jersey Board of Public Utilities (NJBPU) relating to the proposed merger of Exelon
and Public Service Enterprise Group Incorporated (PSEG):
WHEREAS, Exelon Corporation (“Exelon”) and Public Service Enterprise Group
Incorporated (“PSEG”) are parties to an Agreement and Plan of Merger dated as of December
20, 2004 (the “Merger Agreement”), pursuant to which PSEG will merge with and into Exelon
on the terms and subject to the conditions set forth in the Merger Agreement (the
“Merger”), and the Merger Agreement provides that either Exelon or PSEG may terminate the
Merger Agreement at any time after June 20, 2006;
WHEREAS, Exelon and PSEG have been engaged in protracted proceedings seeking approval
of the Merger by the New Jersey Board of Public Utilities (“NJBPU”) and have had
discussions with various parties to those proceedings in an effort to reach a settlement
agreement on the proposed terms and conditions on which the NJBPU would approve the Merger;
WHEREAS, the board of directors, at its meeting on July 25, 2006, reviewed and
considered the analysis and advice of Exelon management, Exelon legal counsel, and Exelon’s
financial advisors, regarding the economic and strategic merits of the Merger and, in an
effort to accelerate progress in settlement discussions in the proceedings before the
NJBPU, authorized Exelon management to present the highest and best settlement offer that
the board of directors believed it could justify, consistent with the assumptions
underlying the analyses presented to the board of directors (the “Settlement Proposal”),
with the expectation that the NJBPU staff and other principal parties would respond to the
Settlement Proposal promptly;
WHEREAS, the Settlement Proposal was presented to the NJBPU staff on July 26, 2006,
and was provided to other parties to the NJBPU proceedings on July 27, 2006, and because an
active dialog continues toward a possible settlement agreement and the NJBPU has recently
committed to work seven days a week toward settlement, Exelon management considers it
appropriate to allow for additional time for settlement discussions and the consideration
of alternatives that may be presented within the overall parameters of the Settlement
Proposal;
RESOLVED, that the Chairman, President and Chief Executive Officer and other
appropriate Exelon officers are authorized to continue efforts to negotiate a settlement
agreement with the staff of the NJBPU on a basis substantially consistent with, and within
the overall parameters of, the Settlement Proposal; provided that any settlement shall be
subject to the further review and final approval by the board of directors.
RESOLVED, that the Chairman, President and Chief Executive Officer and other
appropriate Exelon officers are directed to report to the board of directors or its
authorized committee on a weekly basis regarding the status of the settlement negotiations
in the proceedings before the NJBPU, and the Chairman, President and Chief Executive
Officer is directed to call a meeting of the board of directors if a satisfactory
settlement agreement is not concluded on or before August 21, 2006 or if at any earlier
time he determines that further settlement discussions will not result in a satisfactory
settlement agreement.
On August 4, 2004, Exelon and PSEG issued a joint statement regarding the action taken by the
Exelon board of directors and the settlement negotiations in the proceedings before the NJBPU. A
copy of the joint statement is attached as Exhibit 99.1.
* * * *
This combined Form 8-K is being furnished separately by Exelon, Commonwealth Edison Company
(ComEd), PECO Energy Company (PECO) and Exelon Generation Company, LLC (Generation) (Registrants).
Information contained herein relating to any individual registrant has been furnished 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’ 2005
Annual Report on Form 10-K—ITEM 1A. Risk Factors, (b) the Registrants’ 2005 Annual Report on Form
10-K—ITEM 8. Financial Statements and Supplementary Data: Exelon—Note 20, ComEd—Note 17,
PECO—Note 15 and Generation—Note 17, and (c) other factors discussed in filings with the 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.