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As filed with the Securities and Exchange Commission on June 9, 2000
File No.______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM U-1 APPLICATION-DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
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Exelon Corporation
(and Subsidiaries Listed on Signature Page Hereto)
10 South Dearborn Street
37/th/ Floor
Chicago, IL 60603
(Name of company filing this statement and address of principal executive
offices)
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John W. Rowe Corbin A. McNeill, Jr.
Chairman, President and Chief Executive Officer Chairman, President and Chief Executive Officer
Unicom Corporation PECO Energy Company
10 South Dearborn Street 2301 Market Street
37/th/ Floor P.O. Box 8699
Chicago, IL 60603 Philadelphia, PA 19101
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The Commission is requested to send copies of all notices, orders and
communications in connection with this Application-Declaration to:
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Rebecca J. Lauer James W. Durham
Vice President and General Counsel Senior Vice President and General Counsel
Unicom Corporation PECO Energy Company
10 South Dearborn Street 2301 Market Street
37/th/ Floor P.O. Box 8699
Chicago, IL 60603 Philadelphia, PA 19101
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
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Table of Contents
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Table of Contents.............................................................................................. i
ITEM 1. Description of the Proposed Transaction............................................................... 1
A. Introduction and General Request...................................................................... 1
1 Introduction.......................................................................................... 1
2. Description of the Parties to the Transaction......................................................... 1
3. General Request....................................................................................... 2
4. Specific Approvals Sought............................................................................. 3
B. Investment in Non-Utility Subsidiaries................................................................ 4
1. Development Activities................................................................................ 4
2. Activities Related to Exempt Subsidiaries and Rule 58 Subsidiaries.................................... 5
C. Acquisition of Non-Exempt Subsidiaries................................................................ 6
1 Intermediate Subsidiaries............................................................................. 6
2. Financing Subsidiaries................................................................................ 6
4. Descriptions of Intermediate Subsidiaries, Financing Subsidiaries and Commission Approved Entities.... 6
(a) Intermediate Subsidiaries.......................................................................... 6
(b) Financing Subsidiaries............................................................................. 8
(c) Commission Approved Entities....................................................................... 8
D. Sale Of Certain Goods And Services Outside The United States.......................................... 9
E. Payment Of Dividends Out Of Capital And Unearned Surplus.............................................. 12
F. Approval For Subsidiary Reorganizations............................................................... 12
G. Other Matters......................................................................................... 13
ITEM 2. Fees, Commissions and Expenses........................................................................ 14
ITEM 3. Applicable Statutory Provisions....................................................................... 14
ITEM 4. Regulatory Approvals.................................................................................. 15
ITEM 5. Procedure............................................................................................. 15
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS..................................................................... 15
A. Exhibits.............................................................................................. 15
B. Financial Statements.................................................................................. 19
ITEM 7. Information as to Environmental Effects............................................................... 19
SIGNATURE...................................................................................................... 20
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Item 1. Description of the Proposed Transaction
A. Introduction and General Request
1. Introduction
Exelon Corporation, a Pennsylvania Corporation ("Exelon"), filed
an Application-Declaration on Form U-1 (File No.70-09645) (the "Merger U-1") on
March 16, 2000 with the Securities and Exchange Commission (the "Commission")
under Section 9(a)(2) and Section 10 of the Public Utility Holding Company Act
of 1935, as amended (the "Act"), seeking approvals relating to the proposed
acquisition by Exelon of all the common stock of Commonwealth Edison Company
("ComEd"), an electric utility company, and currently a subsidiary of Unicom
Corporation ("Unicom"); of PECO Energy Company ("PECO"), an electric and gas
utility company; of Exelon Generation Company ("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 transactions contemplated in the Merger U-1 are referred to therein as
the Merger and the Reorganization and those terms are used herein with the same
meanings. Exelon and certain Subsidiaries have also filed an Application -
Declaration on Form U-1 seeking authorization for certain financing activities
(the "Financing U-1").
Exelon will register as a holding company under the Act upon the
consummation of the proposed acquisition contemplated in the Merger U-1. Each of
the entities that will be directly or indirectly owned subsidiaries of Exelon
upon consummation of the acquisition described in the Merger U-1 is referred to
herein individually as a "Subsidiary" and collectively as "Subsidiaries."
For purposes of this Application-Declaration, the terms
"Subsidiary" and "Subsidiaries" shall also include other direct or indirect
subsidiaries that Exelon may form after the Merger with the approval of the
Commission, pursuant to the Rule 58 exemption or pursuant to Sections 32, 33 or
34 of the Act. Exelon and the Subsidiaries are sometimes hereinafter
collectively referred to as the "Exelon System" or as the "Applicants."
2. Description of the Parties to the Transaction
Following the consummation of the Merger and the Restructurings,
Exelon will have three principal operating public utility company subsidiaries
(the "Utility Subsidiaries")/1/:
. PECO,a public utility company engaged (i) in the transmission,
distribution and sale of electricity and (ii) in the purchase and
sale of natural gas in Pennsylvania;
. ComEd, a public utility company engaged in the transmission,
distribution and sale of electricity in Illinois;
__________________________
/1/ For purposes of this filing, "Utility Subsidiaries" also includes
Commonwealth Edison Company of Indiana, PECO Energy Power Company, Susquehanna
Power Company and Susquehanna Electric Company.
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. Genco, a public utility company engaged in the generation and sale of
electricity in Pennsylvania, Illinois and elsewhere./2/
In addition, Exelon will have the following other principal
Subsidiaries/3/:
. Exelon Business Services Company ("Exelon Services"), the service
company for the Exelon System;
. Exelon Ventures Company ("Ventures"), a non-utility company and a
first tier Subsidiary of Exelon which will have as wholly-owned
subsidiaries, Genco and Exelon Enterprises Company ("Enterprises")/4/;
and
. Enterprises, the principal Subsidiary through which Exelon will
conduct its non-utility businesses. Enterprises will have as
subsidiaries the existing non-utility subsidiaries of Unicom and PECO.
A list of the entities expected to be Exelon's other Subsidiaries
following the Merger is set forth in the Merger U-1 and the exhibits thereto.
All of Exelon's direct and indirect Subsidiaries, other than the Utility
Subsidiaries, are herein called the "Non-Utility Subsidiaries."
The existing exempt wholesale generator ("EWG") business of
PECO --AmerGen Energy Company, L.L.C. ("AmerGen") -- will become a Subsidiary of
Genco and future EWG investments will be made through Genco or its Subsidiaries.
3. General Request
. This Application/Declaration seeks the authorization for the
following general matters, all more specifically described
below: make future investments in EWGs, foreign utility
companies ("FUCOs") or exempt telecommunications companies
("ETCs") (collectively, "Exempt Subsidiaries"), "energy-
related companies" within the meaning of Rule 58 ("Rule 58
Subsidiaries"), and certain other types of Non-Utility
Subsidiaries;
. consolidate the direct and indirect ownership interests in
certain existing non-utility businesses and subsidiaries of
Unicom and PECO under Ventures or Enterprises; and
_______________________
/2/ See the Merger U-1 regarding the corporate structure of Genco.
/3/ In the Merger U-1, Exelon seeks authority to create Exelon Energy Delivery
Company which would own the common stock of ComEd and PECO.
/4/ As described in the Merger U-1, Ventures is necessary to achieve the
desired corporate reorganization of the Unicom Non-Utility Subsidiaries and the
PECO non-utility Subsidiaries without incurring substantial income tax
liability.
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. organize and acquire the securities of one or more additional
subsidiaries to act as a holding company for non-utility
investments if, in Exelon's judgment, there are organizational,
functional, tax or other benefits to be derived in separating
non-utility businesses at the first-tier level. Accordingly,
unless otherwise indicated, references in this Application or
Declaration to Ventures shall mean Ventures and such other first-
tier subsidiaries as Exelon may choose to organize to serve a
similar purpose.
4. Specific Approvals Sought.
Exelon and its Subsidiaries request authority for each of the
following transactions for the period of three years following the date an order
is entered in this docket (the "Authorization Period"):
. Ventures, Enterprises and Genco request authority to engage in
preliminary development activities ("Development Activities")
relating to potential investments in EWGs, FUCOs, ETCs, Rule 58
Subsidiaries and other types of non-utility business activities
hereinafter described and administrative and management
activities ("Administrative Activities") associated with such
investments and businesses;
. Exelon, Ventures, Enterprises and Genco request approval to
acquire the securities of one or more Intermediate Subsidiaries
and Financing Subsidiaries, and Commission Approved Entities, as
defined and more fully described below (collectively, "Non-Exempt
Subsidiaries");
. To the extent not exempt under the Act and rules thereunder,
Exelon, Ventures, Enterprises and Genco and their respective
Subsidiaries each request authorization (i) to transfer, by sale,
distribution, or otherwise, investments in the securities or
assets of some or all of the existing non-utility businesses now
held by Unicom (which will be transferred to Exelon in the
Merger), Unicom Enterprises (to which Enterprises will be the
successor after the Merger) and of PECO, or any direct or
indirect subsidiary of any of them, and any existing or future
Non-Exempt Subsidiary and (ii) to contribute such securities or
assets so acquired to other existing or newly created
Subsidiaries of Exelon, Ventures, Enterprises or Genco;
. Genco requests authority to expend up to $300 million to
construct or acquire facilities, equipment and other property
("Energy Assets") that are incidental and related to its business
as an electricity and energy commodities marketer and broker, or
to acquire the securities of one or more existing or new
companies substantially all of whose physical properties consist
or will consist of Energy Assets, provided that the acquisition
and ownership of such Energy Assets would not cause any
Subsidiary of Genco to be or become an "electric utility company"
or "gas utility company," as defined in Sections 2(a)(3) and
2(a)(4) of the Act; and
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. To the extent not exempt under the Act and rules thereunder,
Exelon, Ventures, Enterprises, Genco and each current and future
Rule 58 Subsidiary and Non-Exempt Subsidiary request authority to
contribute, sell, distribute, assign or otherwise transfer, and
to acquire, existing assets or securities or interests in other
businesses of such companies to each other in connection with any
future internal reorganizations.
B. Investment in Non-Utility Subsidiaries
1. Development Activities.
In connection with existing and future non-utility businesses,
Ventures, Enterprises and Genco will engage in preliminary development
activities ("Development Activities") and administrative and management
activities ("Administrative Activities") associated with such investments/5/. In
addition, through the other specific approvals sought herein, Ventures,
Enterprises and Genco each seek to maximize its flexibility in forming new
companies in order to facilitate future acquisitions and financings/6/, to
simplify the overall management and coordination of the operations of such
companies, and to insulate the Utility Subsidiaries from risks and liabilities
that may be associated with Exempt Subsidiaries, Rule 58 Subsidiaries and other
Non-Utility Subsidiaries of the Exelon System. In the future, it is contemplated
that Enterprises will be the vehicle through which Exelon would acquire and hold
all or substantially all of its investments in Rule 58 Subsidiaries and the
other Non-Exempt Subsidiaries described below. As noted, it is contemplated that
Genco will be the vehicle through which Exelon will acquire additional Exempt
Subsidiaries (other than ETCs, which are expected to be held by Ventures or
Enterprises)./7/
Development Activities will be limited to due diligence and design
review; market studies; preliminary engineering; site inspection; preparation of
bid proposals, including, in connection therewith, posting of bid bonds;
application for required permits and/or regulatory approvals; acquisition of
site options and options on other necessary rights; negotiation and execution of
contractual commitments with owners of existing facilities, equipment vendors,
construction firms, power purchasers, thermal "hosts," fuel suppliers and other
project contractors; negotiation of financing commitments with lenders and other
third-party investors; and such other preliminary activities as may be required
in connection with the purchase, acquisition or construction of facilities or
the securities of other companies. Ventures proposes to expend directly or
through Subsidiaries up to $500 million in the aggregate outstanding at any time
during the Authorization Period on all such Development Activities./8/
Administrative Activities will include ongoing personnel, accounting,
engineering,
__________________________
/5/ Subsidiaries of Ventures, Enterprises or Genco which are Intermediate
Subsidiaries may also engage in Development Activities and Administrative
Activities.
/6/ To the extent not exempt under Rule 52, Exelon seeks authorization in the
Financing U-1 to engage in financing activities for its non-utility businesses,
including investments in EWGs and FUCOs. An analysis of the impact of Rules 53
and 54 on such financing request is included in the Financing U-1.
/7/ Neither Unicom nor PECO currently has any interest in a FUCO. No decision
has been made as to whether any future FUCO would be a Subsidiary of Genco,
Ventures, Enterprises or in a separate foreign utility holding company of
Exelon.
/8/ Amounts expended in the development of projects leading to an investment in
an Exempt Subsidiary will not count against the limitation on expenditures for
Development Activities. Amounts will be restored to the authorized Development
Activities amount when a Subsidiary for which such amounts were expended becomes
an Exempt Subsidiary.
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legal, financial, and other support activities necessary to manage Development
Activities and investments in subsidiaries.
2. Activities Related to Exempt Subsidiaries and Rule 58
Subsidiaries
In the future, Exelon would make additional investments in
Ventures, Enterprises or Genco pursuant to Rules 52 and 45(b) in the form of
purchases of common stock and other securities, capital contributions, loans or
open account advances, or any combination of the foregoing. Exelon would utilize
the proceeds of financings authorized under the Financing Order or in a separate
proceeding, as well as internal sources of cash, in order to make additional
investments in Ventures, Enterprises or in Genco, so that those Companies may
make additional investments, also pursuant to Rules 52 and 45(b), in Exempt
Subsidiaries/9/.
In addition, Exelon may from time to time provide guarantees and
other forms of credit support on behalf of Ventures, Enterprises, Genco and
any of their direct and indirect Subsidiaries, subject to the limitation set
forth in the Financing Order. Further, the aggregate amount of the proceeds of
securities and guarantees issued by Exelon for the purpose of funding any direct
or indirect investment in an EWG or FUCO would not, when added to Exelon's
"aggregate investment" (as defined in Rule 53(a)(1)) in all such companies,
exceed the Rule 53 limitation then in effect for Exelon./10/
Direct or indirect investments by Exelon in Rule 58 Subsidiaries
would be subject to the limitations of Rule 58./11/
It is also contemplated that Ventures, Enterprises, Rule 58
Subsidiaries and Non-Exempt Subsidiaries will, in turn, issue securities from
time to time pursuant to the exemption provided under Rule 52 to investors other
than Exelon for the purpose of financing their respective operations, including
future acquisitions of Exempt Subsidiaries, Rule 58 Subsidiaries, and other Non-
Exempt Subsidiaries. Genco will issue securities pursuant to the authority
granted pursuant to the Financing U-1 for these purposes. In this regard, one of
the goals in consolidating all or substantially of Exelon's existing and future
investments in non-utility businesses under Ventures is that it may ultimately
enhance the ability of Non-Utility Subsidiaries to access external capital
markets without the need for credit support from Exelon.
______________________________
/9/ In the Financing U-1, Exelon will seek approval on behalf of Genco for such
investments in Genco to the extent Genco is merely a conduit for an investment
in an Exempt Subsidiary.
/10/ As fully described in the Financing U-1, because Exelon will not meet the
requirement of Rule 53(a) regarding its aggregate investment in EWGs and FUCOs
being not more than 50% of its consolidated retained earnings, Exelon is
proposing that it be permitted to engage in financing for EWGs and FUCOs so long
as its aggregate investment does not exceed the "Modified Rule 53 Test" amount
described in the Financing U-1.
/11/ At March 31, 2000, Exelon's pro forma "aggregate investment" (as defined
in Rule 58(b)) in all Rule 58 Subsidiaries was approximately $78.4 million, or
about 0.5% of Exelon's pro forma consolidated capitalization at that date
(excluding securitization debt) of $14.3 billion. These investments are
described in Exhibits I-1 and I-2 of the Merger U-1. As noted in the Merger U-1,
Exelon seeks Commission approval of its Rule 58 investments and a determination
that the investments in place and so approved will not count against the Rule 58
limitation.
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C. Acquisition of Non-Exempt Subsidiaries
In addition to acquiring and holding the securities of Exempt
Subsidiaries in transactions that are exempt pursuant to Section 32, 33, or 34,
as applicable, or Rule 58 Subsidiaries, in transactions intended to be exempt
pursuant to Rule 58, Exelon, Ventures, and Enterprises and Genco each request
authority through the Authorization Period to organize and acquire, directly or
indirectly, the equity securities of one or more Non-Exempt Subsidiaries"
falling into any one of the following two categories:
1. Intermediate Subsidiaries
Intermediate Subsidiaries will be organized exclusively for the
purpose of acquiring and holding the securities of other direct or indirect Non-
Utility Subsidiaries of Ventures, Enterprises or Genco, provided that
Intermediate Subsidiaries may also engage in Development Activities and
Administrative Activities.
2. Financing Subsidiaries
Financing Subsidiaries will be organized exclusively for the purpose
of issuing securities to investors other than Exelon in order to finance, in
whole or in part, Exelon's direct or indirect acquisitions of Exempt
Subsidiaries, Rule 58 Subsidiaries and any Non-Exempt Subsidiary in which Exelon
has authority to invest from the Commission pursuant to this proceeding or other
approval. The necessary approvals for the Financing Subsidiaries' financing
activities is sought in the Financing U-1.
3. Commission Approved Entities
Commission Approved Entities will be newly organized or acquired
entities which engage in a business the Exelon system is authorized to invest in
pursuant to this Application-Declaration or another Commission proceeding.
4. Descriptions of Intermediate Subsidiaries, Financing
Subsidiaries and Commission Approved Entities.
(a) Intermediate Subsidiaries.
Exelon, Ventures, Enterprises and Genco each propose to acquire
directly or indirectly the securities of one or more corporations, trusts,
partnerships, limited liability companies or other entities ("Intermediate
Subsidiaries") which would be organized exclusively for the purpose of
acquiring, holding and/or financing the acquisition of the securities of or
other interest in one or more Exempt Subsidiaries, Rule 58 Subsidiaries, or
other Non-Exempt Subsidiaries, provided that Intermediate Subsidiaries may also
engage in Development Activities and Administrative Activities relating to such
subsidiaries. To the extent such transactions are not exempt from the Act or
otherwise authorized or permitted by rule, regulation or order of the Commission
issued thereunder, Exelon requests authority for Intermediate Subsidiaries to
engage in the activities described herein.
There are several legal and business reasons for the use of limited
purpose subsidiaries such as the Intermediate Subsidiaries in connection with
making investments in Exempt Subsidiaries, Rule 58 Subsidiaries and other Non-
Exempt Subsidiaries. For example, the formation and acquisition of limited
purpose subsidiaries is often necessary or desirable to facilitate financing the
acquisition and ownership of a FUCO, an EWG or another non-utility enterprise.
Furthermore, the laws of some foreign countries may require that the bidder in a
privatization program be organized in that country. In such cases, it would be
necessary to form a foreign subsidiary as the entity (or participant in the
entity) that submits the bid or other proposal. In addition, the interposition
of one or more
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Intermediate Subsidiaries may allow Exelon to defer the repatriation of foreign
source income, or to take full advantage of favorable tax treaties among foreign
countries, or otherwise to secure favorable U.S. income tax treatment that would
not otherwise be available. Intermediate Subsidiaries would also serve to
isolate business risks, facilitate subsequent adjustments to, or sales of,
ownership interests by or among the members of the ownership group, or to raise
debt or equity capital in domestic or foreign markets.
An Intermediate Subsidiary may be organized, among other things:
(1) in order to facilitate the making of bids or proposals to develop or acquire
an interest in any EWG, FUCO, ETC, or other non-utility company which, upon
acquisition, would qualify as a Rule 58 Subsidiary or other Non-Exempt
Subsidiary; (2) after the award of such a bid proposal, in order to facilitate
closing on the purchase or financing of such acquired company; (3) at any time
subsequent to the consummation of an acquisition of an interest in any such
company in order, among other things, to effect an adjustment in the respective
ownership interests in such business held by the Exelon system and non-
affiliated investors; (4) to facilitate the sale of ownership interests in one
or more acquired Non-Utility Subsidiaries; (5) to comply with applicable laws of
foreign jurisdictions limiting or otherwise relating to the ownership of
domestic companies by foreign nationals; (6) as a part of tax planning in order
to limit Exelon's exposure to U.S. and foreign taxes; (7) to further insulate
Exelon and the Utility Subsidiaries from operational or other business risks
that may be associated with investments in non-utility companies; or (8) for
other lawful business purposes.
Investments in Intermediate Subsidiaries may take the form of any
combination of the following: (1) purchases of capital shares, partnership
interests, member interests in limited liability companies, trust certificates
or other forms of voting or non-voting equity interests; (2) capital
contributions; (3) open account advances without interest; (4) loans; and (5)
guarantees issued, provided or arranged in respect of the securities or other
obligations of any Intermediate Subsidiaries. Funds for any direct or indirect
investment in any Intermediate Subsidiary will be derived from (1) borrowings,
sales of common stock and guarantees authorized under the Financing Order; (2)
any appropriate future debt or equity securities issuance authorization obtained
by Exelon from the Commission; and (3) other available cash resources, including
proceeds of securities sales by Non-Utility Subsidiaries pursuant to Rule 52. To
the extent that Exelon provides funds directly or indirectly to an Intermediate
Subsidiary which are used for the purpose of making an investment in any EWG or
FUCO or a Rule 58 Subsidiary, the amount of such funds will be included in
Exelon's "aggregate investment" in such entities, as calculated in accordance
with Rule 53 or Rule 58, as applicable.
Intermediate Subsidiaries have been approved by the Commission in
a number of instances./12/
(b) Financing Subsidiaries.
______________________________
/12/ See Cinergy Corp., Holding Co. Act Rel. No. 35-27124 (Jan 11, 2000); Ameren
Corporation, Holding Co. Act Rel. No. 35-27053 (July 23, 1999); New Century
Energies, Inc., Holding Co. Act Rel. No. 35-27000 (April 7, 1999).
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Exelon, Ventures, Enterprises and Genco each propose to acquire
directly or indirectly the securities of one or more corporations, trusts,
partnerships, limited liability companies or other entities ("Financing
Subsidiaries") created specifically for the purpose of facilitating the
financing of Exelon's and its Subsidiaries' authorized and exempt activities
(including exempt and authorized acquisitions) through the issuance of long-term
debt or equity securities to third parties and the transfer of the proceeds of
such financings to Exelon or any of its Subsidiaries. To the extent authorized
by the Commission pursuant to the Financing U-1 or otherwise, Exelon, Ventures,
Enterprises or Genco may, if required, guarantee or enter into expense or
support agreements in respect of the obligations of any such Financing
Subsidiaries and one or more Financing Subsidiaries may borrow from, make loans
to or otherwise provide for the use of the proceeds of the financings by
transfer of funds between Financing Subsidiaries and the Subsidiary for whose
benefit the financing is undertaken. Financing Subsidiaries have been approved
by the Commission in a number of instances./13/
(c) Commission Approved Entities
Exelon, Ventures, Enterprises and Genco each propose to acquire
directly or indirectly the securities of one or more corporations, trusts,
partnerships, limited liability companies or other entities ("Commission
Approved Entities") for the purpose of engaging in any "functionally related"
business for which Exelon has specific approval from the Commission. Commission
Approved Entities would include:
. any of the businesses or activities that Exelon is authorized to
engage in under the terms of the Commission's order approving the
Merger (the "Merger Order")(i.e., the existing non-utility
businesses of Unicom and PECO which would not otherwise qualify
---
as permitted businesses), but not including Exempt Subsidiaries
or Rule 58 Subsidiaries;
. additional investments in entities in which Unicom and PECO have
less than a 10% voting interest and are thus not Subsidiaries but
which were approved for retention by the Commission in the Merger
Order; and
. businesses engaged in any of the activities described under Item
1.E. regarding services to be provided outside the United States
but only to the extent such businesses do not qualify as Exempt
Subsidiaries or Rule 58 Subsidiaries.
To the extent that Exelon provides funds directly or indirectly for
the purpose of making an investment in any Commission Approved Entity, the
amount of such funds will count against Exelon's "aggregate investment" in Rule
58 Subsidiaries.
The Commission has approved a number of cases of investments in
functionally related businesses that did not come within Rule 58
requirements./14/
D. Sale Of Certain Goods And Services Outside The United States.
Rule 58 Subsidiaries and Commission Approved Entities request
authority to sell goods and services to customers not only within the United
States as permitted by Rule 58 but also outside the United States./15/
_____________________________
/13/ See Central and South West Corp., Holding Co. Act Rel. No. 35-27168 (April
20, 2000); SCANA Corporation, Holding Co. Act Rel. No. 35-27135 (February 14,
2000); Ameren Corporation, Holding Co. Act Rel. No. 35-27053 (July 23, 1999);
New Century Energies, Inc., Holding Co. Act Rel. No. 35-27000 (April 7, 1999);
Conectiv, Inc., Holding Co. Act Rel. No 35-26833 (February 26, 1998).
/14/ See, e.g., GPU, Inc., Holding Co. Act Rel. No. 35-27165 (April 14, 2000);
Cinergy Corp., Holding Co. Act Rel. No. 35-27124 (Jan. 11, 2000).
/15/ The Commission has heretofore authorized non-utility subsidiaries of a
registered holding company to provide various services outside the United
States. Cinergy Corp., Holding Co. Act Rel. No. 35-27124 (Jan. 11, 2000);
National Fuel Gas Co., Holding Co. Act Rel. No. 35-27114 (Dec. 16, 1999);
American Elect. Power Co., Holding Co. Act Rel. No. 35-27062 (Aug. 19, 1999);
Southern Energy, Inc., Holding Co. Act Rel. No. 35-27020 (May 13, 1999);
Interstate Energy Corp., Holding Co. Act Rel. No. 35-27069 (Aug. 26, 1999);
Central and South West Corp., Holding Co. Act Rel. No. 35-26767 (Oct. 21, 1997).
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Approval is sought to engage in sales of the following goods and services
outside the United States:
. the brokering and marketing of electricity, natural gas and other
energy commodities;/16/
. utility infrastructure services, including the services provided
by Exelon Infrastructure Services, Inc such as installing and
maintaining underground communications and energy networks, high
voltage transmission and distribution lines, substations and
towers for electric and telecommunications companies,
construction and ongoing maintenance services to industrial and
municipal owners of complex electric and communications
infrastructures on a nationwide basis, management of large
volumes of technical service and repair work for communications
and energy utilities and new residential design and construction
services, permitting a single point of contact for the design and
construction of all utility infrastructures (including electric,
gas, cable and telephone) and outdoor lighting;/17/
. mechanical services, including the installation, operation and
maintenance of heating, ventilating and air conditioning
equipment, building automation and temperature controls,
installation and maintenance of refrigeration systems, building
infrastructure wiring supporting data and controls networks,
environmental monitoring and control, ventilation system
calibration and maintenance, piping and fire protection systems,
and installation and maintenance of emergency power generation
systems;/18/
. energy management services, including the marketing, sale,
installation, operation and maintenance of various products and
services related to energy management and demand-side management,
including energy and efficiency audits; meter data management,
facility design and process control and enhancements;
construction, installation, testing, sales and maintenance of
(and training client personnel to operate) energy conservation
equipment; design, implementation, monitoring and evaluation of
energy conservation programs; development and review of
architectural, structural and engineering drawings for energy
efficiencies, design and specification of energy consuming
equipment; and general advice on programs; the design,
construction, installation, testing, sales and maintenance of new
and retrofit heating, ventilating, and air conditioning ("HVAC"),
electrical and power systems, alarm and warning systems, motors,
pumps, lighting, water, water-purification and plumbing systems,
and related structures, in connection
______________________________
/16/ See Cinergy Corp., Holding Co. Act Rel. No. 35-27124 (January 11, 2000);
American Elect. Power Co., Holding Co. Act Rel. No. 35-27062 (Aug. 19, 1999);
Southern Energy, Inc., Holding Co. Act Rel. No. 35-27020 (May 13, 1999).
/17/ GPU, Inc., Holding Co. Act Rel. No. 35-27165 (April 14, 2000). Interstate
Energy Corp., Holding Co. Act Rel. No. 35-27069 (Aug. 26, 1999). As noted in the
MErger U-1, EIS currently engages in such services outside the United States to
a limited degree.
/18/ GPU, Inc., Holding Co. Act Rel. No. 35-27165 (April 14, 2000).
9
<PAGE>
with energy-related needs; and the provision of services and
products designed to prevent, control, or mitigate adverse
effects of power disturbances on a customer's electrical
systems;/19/
. performance contracting services aimed at assisting
customers in realizing energy and other resource efficiency
goals in the areas of process control, fuel management, and
asset management services in respect of energy-related
systems, facilities and equipment located on or adjacent to
the premises of a customer and used by that customer in
connection with business activities. Such energy-related
systems, facilities and equipment could include: (a)
distribution systems and substations, (b) transmission,
storage and peak-shaving facilities, (c) gas supply and/or
electrical generation facilities (i.e., stand-by generators
and self-generation facilities), (d) boilers and chillers,
(e) alarm/warning systems, (f) HVAC, water and lighting
systems, and (g) environmental compliance, energy supply and
building automation systems and controls. These services may
be provided to, among others, QFs and to independent power
projects and district thermal energy systems and
municipalities and cooperatives. Rule 58 Subsidiaries may
directly or indirectly act as agent for these customers on
energy management matters, including the operation and
dispatch of generation facilities;
. technical support services ("Technical Support Services")
with respect to energy-related and gas-related matters for
associate companies and nonassociate companies, as well as
for individuals. Such Technical Support Services would
include technology assessments, power factor correction and
harmonics mitigation analysis, meter reading and repair,
rate schedule design and analysis, environmental services,
engineering services, billing services (including
consolidation billing and bill disaggregation tools), risk
management services, communications systems, information
systems/data processing, system planning, strategic
planning, finance, feasibility studies, and other similar
services;
. certain retail services, including the provision of
centralized bill payment centers for payment of all utility
and municipal bills and related services, and annual
inspection, maintenance and replacement of energy-related
equipment and appliances. These services also include
providing service line repair and extended warranties with
respect to all of the utility- or energy-related service
lines internal and external to a customer's premises, and
other similar or related services, including surge
protection. In addition, these services include marketing
services to associate and nonassociate businesses in the
form of bill insert and automated meter-reading services;
. monitoring and response goods and services, which include
products used in connection with energy and gas-related
activities that enhance safety, increase energy/process
efficiency, or provide energy-related information, as well
as repair services in connection with such problems as
carbon monoxide leaks and faulty equipment wiring. These may
also include the operation of call/dispatch centers on
behalf of associate and nonassociate companies in connection
with the
____________________
/19/ Columbia Energy Group, Holding Co. Act Rel. No. 35-26868 (May 6, 1998).
10
<PAGE>
proposed sale of goods and services or with activities that
Ventures associate companies are otherwise authorized to
engage in under the Act;
. energy-peaking services via propane-air or liquefied natural
gas ("LNG"), which involves the provision of back-up
electricity or gas supply in periods of high or "peak"
energy demand using a propane-air mixture or LNG as fuel
sources for such back-up services;
. project development and ownership activities, which involves
the installation and ownership of gas-fired turbines for on-
site generation and consumption of electricity;/20/
. thermal services such as chilled water, steam, district
heating and cooling and similar services; and
. development and demonstration of new technologies for the
generation, transmission or distribution of electricity
including new nuclear technology.
In addition, Exelon requests authority to provide through
Subsidiaries other energy-related goods and services. These include incidental
goods and services closely related to the consumption of energy and the
maintenance of energy consuming property by customers. The need for these goods
and services would arise as a result of, or evolve out of, the goods and
services described above and do not differ materially from those goods and
services. The proposed incidental goods and services would not involve the
manufacture of energy consuming equipment but could be related to, among other
things, the maintenance, financing, sale or installation of such equipment.
E. Payment Of Dividends Out Of Capital And Unearned Surplus.
Ventures also proposes, on behalf of itself and every direct
or indirect Rule 58 Subsidiary and Non-Exempt Subsidiary, that such companies be
permitted to pay dividends with respect to the securities of such companies,
from time to time through the Authorization Period, out of capital and unearned
surplus (including revaluation reserve), to the extent permitted under
applicable corporate law./21/
____________________________
/20/ Columbia Energy group, Holding Co. Act Rel. No. 35-26868 (May 6, 1998)
/21/ See, Conectiv Corporation, Holding Co. Act Rel. No. 35-27126 (January 28,
2000). Cinergy Corp., Holding Co. Act Rel. No. 35-26984 (Mar. 1, 1999); New
Century Energies, Inc., Holding Co. Act Rel. No. 35-027000 (April 7, 1999);
Southern Ohio Coal Co., Holding Co. Act Rel. No. 35-27083 (Oct. 8, 1999). The
Financing U-1 also seeks authority for ComEd, PECO and Exelon to pay dividends
out of capital and unearned surplus.
11
<PAGE>
F. Approval For Subsidiary Reorganizations.
Unicom and PECO currently engage directly or through Subsidiaries
in certain non-utility businesses identified in Exhibits I-1 and I-2 to the
Merger U-1. Exelon (as successor to Unicom), Enterprises (as successor to Unicom
Enterprises and the entity to which the PECO non-utility businesses will be
transferred) and PECO request authority, to the extent needed/22/, to sell or
otherwise transfer (i) such businesses, (ii) the securities of current
subsidiaries engaged in some or all of these businesses or (iii) investments
which do not involve a Subsidiary (i.e., less than 10% voting interest) to
Ventures or a Subsidiary of Ventures, and, to the extent approval is required,
Ventures or any such Subsidiary of Ventures request authority to acquire the
assets of such businesses, securities of subsidiaries of Unicom and PECO or
other investment interests. Alternatively, transfers of such securities or
assets may be effected by share exchanges, share distributions or dividends
followed by contribution of such securities or assets to the receiving entity.
The transactions proposed in this paragraph will not involve the sale or other
disposition of any utility assets of the Utility Subsidiaries/23/.
In the future, following its direct or indirect acquisition of the
securities of new Non-Utility Subsidiaries, Exelon may determine to transfer
such securities or the assets of such Non-Utility Subsidiaries and/or Non-
Utility Subsidiaries existing as of the date of the Merger, to other direct or
indirect Non-Utility Subsidiaries or to liquidate or merge Non-Utility
Subsidiaries. Such internal transactions would be undertaken in order to
eliminate corporate complexities, to combine related business segments for
staffing and management purposes, to eliminate administrative costs, to achieve
tax savings, or for other ordinary and necessary business purposes. Exelon
requests authority to engage in such transactions, to the extent that they are
not exempt under the Act and rule thereunder, through the Authorization Period.
G. Other Matters.
Ventures proposes to file a single consolidated quarterly report
pursuant to Rule 24 of all investments in Subsidiaries, commencing with the
quarterly report for the first full calendar quarter following the date of the
Merger. Concurrently with the filing of such report, a copy thereof will be
furnished to each state utilities commission having jurisdiction over retail
rates of ComEd and PECO./24/ It is proposed that such combined report also be in
lieu of any separate notification on Form U-6B-2 that would otherwise be
required with respect to exempt securities issuances. The Rule 24 report shall
include:
. A copy of the balance sheet and income statement for Ventures
Holding and its consolidated subsidiaries;
. A narrative description of Development Activities and of any
investments during the quarter just ended, organized by category
(Exempt Subsidiaries, Rule 58 Subsidiaries, other Non-Exempt
Subsidiaries).
. Amounts and forms of guarantees of, and similar provisions and
arrangements concerning, performing and undertaking of other
obligations by Ventures Holding or any direct or indirect Rule 58
Subsidiary or Non-Exempt Subsidiary on behalf of other direct or
indirect subsidiaries of Ventures Holding.
. A description of services obtained by Ventures, or any direct or
indirect Subsidiary of Ventures, from ComEd, PECO and Genco,
specifying the type of service, the number of personnel from each
associate company providing services during the quarter and the
total dollar value of such services.
. A chart, in the form of Exhibit I to the Merger U-1, showing, as
of the end of such quarterly period, all associate companies of
Exelon, in addition to Ventures Holding, that are Exempt
Subsidiaries (identifying each as an EWG, FUCO or ETC, as
applicable), Rule 58 Subsidiaries, and other Non-Exempt
Subsidiaries
___________________________
/22/ The sale of securities, assets or an interest in other business to an
associate company may, in some cases, be exempt pursuant to Rule 43(b).
/23/ The generating utility assets of ComEd and PECO (or the securities of
interim subsidiaries holding such assets and used to facilitate the
Restructurings) will be transferred to Genco pursuant to the Restructurings. To
the extent any Commission approval is required for such transactions, it is
sought in the Merger U-1.
/24/ Subsidiaries that are Rule 58 Subsidiaries will also continue to file
quarterly reports on Form U-9C-3. In addition, Exelon will provide such
information as may be required by Form U-5-S with respect to any EWGs or FUCOs
in which it may acquire an interest.
12
<PAGE>
(identifying each as an Intermediate Subsidiary or Financing
Subsidiary, as applicable); and Exelon's percentage equity
ownership in each such entity.
. A description of the type and amount and, if a debt instrument,
the maturity and interest rate, of any securities(including
guarantees) issued by Ventures Holding and each Non-Exempt
Subsidiary pursuant to Rule 52 or Rule 45(b), as applicable.
. The notional amount, identity of counterparty, and principal
terms of any Anticipatory Hedge transaction entered into by
Ventures Holding, or any direct or indirect Non-Exempt Subsidiary
of Ventures.
Item 2. Fees, Commissions and Expenses
Estimated Legal Fees and Expenses $ 75,000
Estimated Miscellaneous Expenses $ 25,000
--------
Total $100,000
--------
Item 3. Applicable Statutory Provisions
Sections 6(a), 7, 9(a), 10, 12 and 13 of the Act and Rules 42,
43, 45, 52, 54 and 88 are considered applicable to the proposed transactions as
described below:
<TABLE>
<CAPTION>
TRANSACTION APPLICABLE SECTION OR RULE
<S> <C>
Acquisition of initial securities of Intermediate Sections 9(a) and 10.
Subsidiaries, Financing Subsidiaries, and Commission
Approved Entities and Development Activities and
Administrative Activities
Sale or other transfer by Exelon or PECO of securities and Sections 12(c) or Section 12(f), to the
interests in businesses currently owned by Unicom, PECO extent not exempt pursuant to Rule 43, as
or their respective subsidiaries, and acquisition thereof applicable; Sections 9(a) and 10, to the
by Ventures any direct or indirect Subsidiary of Ventures; extent not exempt pursuant to Rule
reorganizations of Subsidiaries. 58 or Section 32, 33 or 34.
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
TRANSACTION APPLICABLE SECTION OR RULE
<S> <C>
Investment by Genco or its direct or indirect Sections 9(a) and 10.
Subsidiaries in Energy Assets.
Guarantees by Ventures (or any Non-Exempt Subsidiary) Section 6(a), 7 and 12(b) and Rule 45(a)
of obligations of any other Non-Utility Subsidiary of thereunder, unless exempt pursuant to Rules
Exelon; 45(b) and/or 52.
Payment Of Dividends Out Of Capital And Unearned Surplus. Section 12(c) and Rule 46(a)
Sale Of Certain Goods And Services Outside The United States Section 11(b)(1) and Rule 58
</TABLE>
To the extent that the proposed transactions are considered by
the Commission to required authorization, exemption or approval under any
section of the Act or the rules and regulations other than those set forth
above, request for such authorization, exemption or approval is hereby made.
Item 4. Regulatory Approvals
No state or federal regulatory agency other than the Commission
under the Act has jurisdiction over the proposed transactions.
Item 5. Procedure
The Applicants hereby request that there be no hearing on this
Application-Declaration and that the Commission issue its order as soon as
practicable after the filing hereof. The Commission is requested to issue and
publish the requisite notice under Rule 23 with respect to this Application-
Declaration by July 10, 2000; such notice specifying August 10, 2000 as the date
by which comments may be entered and the date on which an order of the
Commission granting and permitting the Application/Declaration to become
effective may be entered by the Commission. The Applicants hereby (i) waive a
recommended decision by a hearing officer, (ii) waive a recommended decision by
any other responsible officer or the Commission, (iii) consent that the Division
of Investment Management may assist in the preparation of the Commission's
decision and (iv) waive a 30-day waiting period between the issuance of the
Commission's order and the date on which it is to become effective.
Item 6. Exhibits and Financial Statements
A. Exhibits
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
Exhibit No. Description of Document Method of Filing
------------------------------------------------------------------------------------------------------------
<S> <C> <C>
</TABLE>
14
<PAGE>
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
Exhibit No. Description of Document Method of Filing
------------------------------------------------------------------------------------------------------------
<S> <C> <C>
A-1 Restated Articles of Incorporation of Exelon Incorporated by reference to S-4
Registration Statement, Exhibit
C-1
------------------------------------------------------------------------------------------------------------
A-2 Restated Articles of Incorporation of ComEd Incorporated by reference; File
effective February 20, 1985, including Statements No. 1-1839, Unicom Form 10-K for
of Resolution Establishing Series, relating to the year ended December 31, 1994,
the establishment of three new series of ComEd Exhibit (3)-2.
preference stock known as the "$9.00 Cumulative
Preference Stock," the "$6.875 Cumulative
Preference Stock" and the "$2.425 Cumulative
Preference Stock."
------------------------------------------------------------------------------------------------------------
A-3 Restated Articles of Incorporation of PECO Incorporated by reference; File
No. 1-1401, PECO 1993 Form 10-K,
Exhibit 3-1
------------------------------------------------------------------------------------------------------------
B-1 Amended and Restated Agreement and Plan of Incorporated by reference; Annex
Exchange and Merger (Merger Agreement) 1 to Exhibit C-1
------------------------------------------------------------------------------------------------------------
C-1 Registration Statement of Exelon on Form S-4 Incorporated by reference;
Registration Statement No.
333-37082.
------------------------------------------------------------------------------------------------------------
C-2 Joint Proxy Statement and Prospectus of Unicom Incorporated by reference;
and PECO included in Exhibit C-1
------------------------------------------------------------------------------------------------------------
D-1.1 Joint Application of ComEd and PECO to FERC re Incorporated by reference to
Merger (excluding exhibits and testimony which Exhibit D-1.1 to Form U-1 in File
Applicant will supply upon request of the No. 70-9645 ("Merger U-1")
Commission)
------------------------------------------------------------------------------------------------------------
D-1.2 Direct Testimony of Dr. William H. Heironymous Incorporated by reference to
(Exhibit No. APP-300 to FERC Joint Application). Exhibit D-1.2 to Merger U-1
------------------------------------------------------------------------------------------------------------
D-1.3 Order of FERC approving the Merger Incorporated by reference to
Exhibit D-1.3 to Merger U-1
------------------------------------------------------------------------------------------------------------
D-1.4 Application of ComEd to FERC for Authority to Incorporated by reference to
Transfer Jurisdictional Assets ("Restructuring Exhibit D-1.4 to Merger U-1
Filing") (excluding exhibits and testimony which
Applicant will supply upon request of the
Commission)
------------------------------------------------------------------------------------------------------------
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
Exhibit No. Description of Document Method of Filing
------------------------------------------------------------------------------------------------------------
<S> <C> <C>
D-1.5 Application of PECO to FERC for Authority to Incorporated by reference to
Transfer Jurisdictional Assets ("Restructuring Exhibit D-1.5 to Merger U-1
Filing") (excluding exhibits and testimony which
Applicant will supply upon request of the
Commission)
------------------------------------------------------------------------------------------------------------
D-2.1 Application of PECO before the Pennsylvania Incorporated by reference to
Commission regarding the Merger (excluding Exhibit D-2.1 to Merger U-1
exhibits and testimony which Applicant will
supply upon request of the Commission)
------------------------------------------------------------------------------------------------------------
D-2.2 Order of the Pennsylvania Commission approving Filed by amendment
the Merger
------------------------------------------------------------------------------------------------------------
D-2.3 Application of PECO before Pennsylvania Incorporated by reference to
Commission regarding Restructuring (excluding Exhibit D-2.3 to Merger U-1
exhibits and testimony which Applicant will
supply upon request of the Commission)
------------------------------------------------------------------------------------------------------------
D-3.1 Notice of ComEd to the Illinois Commission Incorporated by reference to
regarding the Merger (excluding exhibits and Exhibit D-3.1 to Merger U-1
attachments which Applicant will supply upon
request of the Commission)
------------------------------------------------------------------------------------------------------------
D-3.2 Application of ComEd to the Illinois Commission Incorporated by reference to
regarding Restructuring (excluding exhibits and Exhibit D-3.2 to Merger U-1
testimony which Applicant will supply upon
request of the Commission)
------------------------------------------------------------------------------------------------------------
D-4.1 Application of PECO, ComEd and AmerGen to the NRC Incorporated by reference to
regarding transfer of nuclear generating Exhibit D-4.1 to Merger U-1
operating licenses
------------------------------------------------------------------------------------------------------------
D-4.2 Order of the NRC finding that the transfer of Filed by amendment
certain operating licenses in connection with
the Merger is in compliance with The Atomic
Energy Act and consenting to such transfers
------------------------------------------------------------------------------------------------------------
E-1 Maps of service area and transmission system of Filed in paper under Form SE with
ComEd Merger U-1
------------------------------------------------------------------------------------------------------------
E-2 Maps electric and gas service areas and Filed in paper under Form SE with
transmission system of PECO Merger U-1
------------------------------------------------------------------------------------------------------------
</TABLE>
16
<PAGE>
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
Exhibit No. Description of Document Method of Filing
------------------------------------------------------------------------------------------------------------
<S> <C> <C>
E-3 Unicom corporate chart Filed in paper under Form SE with
Merger U-1
------------------------------------------------------------------------------------------------------------
E-4 PECO corporate chart Filed in paper under Form SE with
Merger U-1
------------------------------------------------------------------------------------------------------------
E-5 Exelon Company corporate chart Filed in paper under Form SE with
Merger U-1
------------------------------------------------------------------------------------------------------------
F-1 Preliminary opinion of counsel to Exelon Filed by amendment
------------------------------------------------------------------------------------------------------------
F-2 Past-tense opinion of counsel to Exelon Filed by amendment
------------------------------------------------------------------------------------------------------------
G Intentionally left available
------------------------------------------------------------------------------------------------------------
H-1 Annual Report of Unicom on Form 10-K for the year Incorporated by reference, File
ended December 31, 1999 No. 1-11375
------------------------------------------------------------------------------------------------------------
H-2 Annual Report of PECO on Form 10-K for the year Incorporated by reference, File
ended December 31, 1999 No. 1-1401
------------------------------------------------------------------------------------------------------------
H-3 Quarterly Reports of Unicom on Form 10-Q for the Incorporated by reference, File
quarter ended March 31, 2000 No. 1-11375
------------------------------------------------------------------------------------------------------------
H-4 Quarterly Reports of PECO on Form 10-Q for the Incorporated by reference, File
quarter ended March 31, 2000 No. 1-1401
------------------------------------------------------------------------------------------------------------
I-1 List and Description of Subsidiaries and Incorporated by reference to
Investments Of Unicom Corporation (Other than Exhibit I-1 to Merger U-1
"Public-Utility" Companies)
------------------------------------------------------------------------------------------------------------
I-2 List and Description of Subsidiaries and Incorporated by reference to
Investments Of PECO Energy (Other than Exhibit I-2 to Merger U-1
"Public-Utility" Companies)
------------------------------------------------------------------------------------------------------------
J-l Intentionally left available
------------------------------------------------------------------------------------------------------------
K-1 Intentionally left available
------------------------------------------------------------------------------------------------------------
L-1 Form of Notice of filing Filed by amendment
------------------------------------------------------------------------------------------------------------
</TABLE>
17
<PAGE>
B. Financial Statements
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
Statement No. Description Method of Filing
------------------------------------------------------------------------------------------------------------
<S> <C> <C>
FS-1 Historical consolidated financial statements of Incorporated by reference to
Unicom Annual Reports on Form 10-K for
the years ended 1999,1998 and 1997
------------------------------------------------------------------------------------------------------------
FS-2 Historical consolidated financial statements of Incorporated by reference to
PECO Annual Reports on Form 10-K for
the years ended 1999,1998 and 1997
------------------------------------------------------------------------------------------------------------
FS-3 Unaudited Pro Forma Financial Statements of Incorporated by reference; S-4
Exelon, giving effect to the Merger Registration Statement, Exhibit
C-1
------------------------------------------------------------------------------------------------------------
</TABLE>
Item 7. Information as to Environmental Effects
The proposed transaction involves neither a "major federal
action" nor "significantly affects the quality of the human environment" as
those terms are used in Section 102(2)(C) of the National Environmental Policy
Act, 42 U.S.C. Sec. 4321 et seq. No federal agency is preparing an environmental
impact statement with respect to this matter.
18
<PAGE>
SIGNATURE
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the Applicants have duly caused this Application/
Declaration to be signed on their behalf by the undersigned thereunto duly
authorized.
Date: June 9, 2000
--------------------------------------------------------------------------------
Exelon Corporation
By /s/ Corbin A. McNeill, Jr.
--------------------------------
Name: Corbin A. McNeill, Jr.
Title: Chairman, Chief Executive
Officer and President
--------------------------------------------------------------------------------
Exelon Business Services Company
Exelon Ventures Company
Exelon Enterprises Company LLC
Exelon Generation Company, LLC
By Exelon Corporation
By /s/ Corbin A. McNeill, Jr.
--------------------------------
Name: Corbin A. McNeill, Jr.
Title: Chairman, Chief Executive
Officer and President
--------------------------------------------------------------------------------
19
