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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 20, 2000
EXELON CORPORATION
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 1-16169 23-2990190
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
37th Floor, 10 South Dearborn
Post Office Box A-3005
Chicago, Illinois 60690-3005
(address of principal executive offices)
Registrant's telephone number, including area code: (312) 394-4321
N/A
(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On October 20, 2000, pursuant to a Second Amended and Restated Agreement
and Plan of Exchange and Merger dated as of September 22, 1999 as amended and
restated as of October 10, 2000, among PECO Energy Company, a Pennsylvania
corporation ("PECO Energy"), Exelon Corporation, a Pennsylvania corporation
("Exelon") and Unicom Corporation, an Illinois corporation ("Unicom"), PECO
Energy, Exelon and Unicom consummated the merger and exchange as described
below (the "Merger and Exchange").
The Merger and Exchange involved two transactions. The first step was a
share exchange between PECO Energy and its wholly owned subsidiary Exelon,
pursuant to which PECO Energy became a wholly owned subsidiary of Exelon. The
second step was a merger of Unicom into Exelon, pursuant to which Unicom's
separate corporate existence ended and its subsidiaries, including
Commonwealth Edison Company, became subsidiaries of Exelon.
In the first step exchange, each outstanding share of PECO Energy common
stock (other than shares owned by PECO Energy, which were automatically
canceled) was automatically converted into the right to receive one share of
Exelon common stock and all shares of Exelon common stock held by PECO Energy
were automatically canceled.
At the completion of the second step merger, which occurred shortly
following the completion of the first step exchange, Unicom was merged with
and into Exelon, and each share of Unicom common stock (other than shares
owned by Unicom or Exelon, which were automatically canceled) was
automatically converted into the right to receive 0.875 shares of Exelon
common stock and $3.00 in cash.
A copy of the press release issued by Exelon on October 20, 2000 with
respect to the effectiveness of the exchange and merger is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
On October 13, 2000, Exelon established a $1.25 billion bank credit
facility (the "Credit Facility") pursuant to the Term Loan Agreement dated as
of October 13, 2000 among Exelon, the banks listed on the signature pages
thereof, Bank One, N.A., as Administrative Agent, Credit Suisse First Boston,
as Documentation Agent, and Citibank, N.A., as Syndication Agent (the "Credit
Agreement"). Approximately $510,000,000 of the Credit Facility is being
borrowed to finance the cash consideration to be paid to former holders of
Unicom common stock in the second step merger. It is anticipated that
borrowings will be made under the remaining Credit Facility as needed.
A copy of the Credit Agreement is attached hereto as Exhibit 99.2 and is
incorporated herein by reference.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial statements of businesses acquired:
Pursuant to the instructions to Item 7 of Form 8-K, the financial
information required by Item 7(a) will be filed by Amendment within
60 days of the date of this filing.
(b) Pro forma financial information:
Pursuant to the instructions to Item 7 of Form 8-K, the financial
information required by Item 7(b) will be filed by Amendment within
60 days of the date of this filing.
(c) Exhibits:
EXHIBIT
NO. DESCRIPTION
99.1 Press Release issued by Exelon Corporation.
99.2 Term Loan Agreement dated as of October 13, 2000 among Exelon,
the banks listed on the signature pages thereof, Bank One,
N.A., as Administrative Agent, Credit Suisse First Boston, as
Documentation Agent, and Citibank, N.A., as Syndication Agent.
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SIGNATURE
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.
Date: October 20, 2000 EXELON CORPORATION
By: /s/ Ruth Ann M. Gillis
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Name: Ruth Ann M. Gillis
Title: Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
The following exhibits are filed herewith:
EXHIBIT
NO. DESCRIPTION
99.1 Press Release issued by Exelon Corporation on October 20, 2000.
99.2 Term Loan Agreement dated as of October 13, 2000 among Exelon,
the banks listed on the signature pages thereof, Bank One,
N.A., as Administrative Agent, Credit Suisse First Boston, as
Documentation Agent, and Citibank, N.A., as Syndication Agent.
