<PAGE>
As filed with the Securities and Exchange Commission on November 27, 2000
File No. 1.070-09693
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________
AMENDMENT NO. 3
(First Post-Effective)
TO
FORM U-1 APPLICATION-DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
_________________________________
Exelon Corporation
(and Subsidiaries Listed on Signature Page Hereto)
10 South Dearborn Street
37th Floor
Chicago, IL 60603
(Name of company filing this statement and address of principal
executive offices)
_______________________________________________________________________________
John W. Rowe Corbin A. McNeill, Jr.
Co-Chief Executive Officer Co-Chief Executive Officer
Exelon Corporation Exelon Corporation
10 South Dearborn Street 2301 Market Street
37th Floor P.O. Box 8699
Chicago, IL 60603 Philadelphia, PA 19101
_________________________________
The Commission is requested to send copies of all notices, orders and
communications in connection with this Application-Declaration to:
Randall E. Mehrberg
Senior Vice President and General Counsel
Exelon Corporation
10 South Dearborn Street
37th Floor
Chicago, IL 60603
William J. Harmon Kevin P. Gallen
Jones, Day, Reavis & Pogue Morgan, Lewis & Bockius LLP
77 West Wacker 1800 M Street, N.W.
Suite 3500 Washington, DC 20036-5869
Chicago, IL 60601
<PAGE>
Exelon Corporation, a Pennsylvania Corporation ("Exelon"), filed an
Application-Declaration on Form U-1 with the Securities and Exchange Commission
(the "Commission") in this file on June 12, 2000, as amended September 20, 2000
and November 2, 2000 (as so amended, the "Original Financing U-1"). The purpose
of this Amendment No. 3 (First Post-Effective) is to provide additional
information regarding the financing transactions approved by the Commission by
Order in this matter on November 2, 2000 (Holding Co. Act Release No. 35-27266)
(the "November 2 Order"). Capitalized terms used herein are used with the same
meanings as in the Original Financing U-1.
Exelon filed an Application-Declaration on Form U-1 (File No.70-09645)
on March 16, 2000 (as amended, the "Merger U-1") seeking approvals relating to
the acquisition by Exelon of all the common stock of Commonwealth Edison Company
("ComEd"), an electric utility company, and formerly a subsidiary of Unicom
Corporation ("Unicom"); of PECO Energy Company ("PECO"), an electric and gas
utility company; of Exelon Generation Company, LLC ("Genco"), to which the
generating assets of ComEd and PECO will be transferred, each of which will be
an electric utility company; and, indirectly of the public utility subsidiaries
of ComEd and PECO. The Merger (as defined in the Merger U-1) was completed
October 20, 2000, subsequent to the Commission issuing its order approving the
Merger on October 19, 2000 (Holding Co. Act Release No. 35-27256; 70-9645).
Exelon filed its notice of intent to register as a holding company under the Act
on October 20, 2000.
Exelon and its Subsidiaries sought approval for the Commission through
the Original Financing U-1 for approval of certain financing transactions. In
the November 2 Order, the Commission reserved jurisdiction over several requests
including the request that Exelon be permitted to have an aggregate investment
in EWGs and FUCOs of $5.5 billion. The November 2 Order approved an aggregate
investment of up to $2 billion and reserved jurisdiction over the balance of the
request.
Exelon hereby requests that the Commission release jurisdiction over
the matter of Exelon's aggregate investment in EWGs and FUCOs in the amount of
an additional $2 billion (thus Exelon's aggregate investment would not exceed $4
billion) during the Authorization Period. Exelon continues to request that the
Commission reserve jurisdiction over the balance of Exelon's request (i.e., an
additional $1.5 billion aggregate investment).
In support of this request, Exelon provides the following information
which is added to Item 1, Description of Proposed Transaction:
In Item 1.G.2 of the Original Financing U-1, Exelon described its
compliance with the requirements of Rule 53. In particular, Exelon described
the "Strategic Asset Management Approval Process (SAMAP) conducted by PECO to
review capital expenditures, mergers, acquisitions, new business, divestitures
and contracts (including investments in EWGs and FUCOs). It was stated that
Exelon expected to adopt a similar process. Exelon has adopted a similar
process called Exelon Capital Approval Process (ECAP). ECAP compares each
proposed investment to the overall corporate portfolio, and using pre-determined
criteria, determines if a new investment will comply with corporate goals.
Projects approved through the ECAP process may go forward.
2
<PAGE>
Exelon is developing detailed procedures for identifying and
mitigating, to the extent possible consistent with its business objectives,
risks associated with investments in EWGs and FUCOs. Exelon notes that other
registered holding companies in connection with seeking Commission approval to
make investments in EWGs and FUCOs in excess of the safe harbor limit of Rule 53
have described such risks and their program for risk mitigation in detail./1/
Exelon commits to develop a risk assessment and mitigation program substantially
similar to those adopted by other registered holding companies as set out in the
100% Orders. Further, Exelon will not make any bids on EWGs and FUCOs which
would cause its aggregate investment to exceed the currently approved $2 billion
until such risk assessment and mitigation program is in place and has been
described to the Commission in a further post-effective amendment hereto.
-------------------
/1/ See The Southern Company ("Southern"), Holding Co. Act Release No.
35-26501 (April 1, 1996); Central and South West Corporation ("CSW"), Holding
Co. Act Release No. 35-26653 (Jan. 24, 1997); GPU, Inc. ("GPU"), Holding Co. Act
Release No. 35-26779 (Nov. 17, 1997); Cinergy, Inc. ("Cinergy"), Holding Co. Act
Release No. 35-26848 (March 23, 1998); American Electric Power Company, Inc.
("AEP"), Holding Co. Act Release No. 35-26864 (April 27, 1998); and New Century
Energies, Inc. ("New Century"), Holding Co. Act Release No. 35-26982 (February
26, 1999) (collectively, the "100% Orders")
3
<PAGE>
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, the Applicants have duly caused this amendment to Application/Declaration
to be signed on their behalf by the undersigned thereunto duly authorized.
Date: November 27, 2000
Exelon Corporation Exelon Business Services Company
Exelon Ventures Company
By /s/ Corbin A. McNeill, Jr. Exelon Enterprises Company, LLC
-------------------------- Exelon Generation Company, LLC
Co-Chief Executive Officer Exelon Energy Delivery Company
By Exelon Corporation
By /s/ Corbin A. McNeill, Jr.
---------------------------
Co-Chief Executive Officer
Commonwealth Edison Company PECO Energy Company
By /s/ Rebecca J. Lauer By /s/ Corbin A. McNeill, Jr.
-------------------- --------------------------
Vice President and Chairman, Chief Executive
General Counsel Officer and President
4
