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Filed by EXELON CORPORATION
Pursuant to Rule 425
Under the Securities Act of 1933
Subject Company: EXELON CORPORATION
Commission File No.: 333-37082
Set forth below is the text of articles that appear in newsletters
distributed to employees of PECO Energy Company and Unicom Corporation.
The following communications contain certain "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. These statements are based on management's current expectations and
are naturally subject to uncertainty and changes in circumstances. Actual
results may vary materially from the expectations contained herein. The
forward-looking statements herein include statements about future financial and
operating results and the proposed merger involving PECO Energy Company and
Unicom Corporation. The following factors, among others, could cause actual
results to differ materially from those described herein: inability to obtain,
or meet conditions imposed for, governmental approvals for the merger; failure
of the PECO Energy Company or Unicom Corporation stockholders to approve the
merger; the risk that the PECO Energy Company and Unicom Corporation businesses
will not be integrated successfully; and other economic, business, competitive
and/or regulatory factors affecting PECO Energy Company's and Unicom's
businesses generally. More detailed information about those factors is set
forth in the joint proxy statement/prospectus regarding the proposed merger.
Neither PECO Energy Company nor Unicom Corporation is under any obligation to
(and expressly disclaims any such obligation to) update or alter its forward-
looking statements whether as a result of new information, future events or
otherwise.
* * * * * * * * * * * * * *
Investors and security holders are urged to read the joint proxy
statement/prospectus regarding the business combination transaction referenced
in the foregoing information because it contains important information. The
joint proxy statement/prospectus has been filed with the Securities and Exchange
Commission by Exelon Corporation. The joint proxy statement/prospectus was
declared effective by the Commission on May 15, 2000. Investors and security
holders may obtain a free copy of the joint proxy statement/prospectus and other
documents filed by PECO Energy Company and Unicom Corporation with the
Commission at the Commission's web site at www.sec.gov. The joint proxy
statement/prospectus and these other documents may also be obtained for free
from PECO Energy Company or from Unicom Corporation.
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Date Set for Annual Shareholders' Meetings
Peco Energy's annual meeting of shareholders will be held on Tuesday, June 27 at
the Loews Philadelphia Hotel on Market St. Unicom will hold its annual meeting
of shareholders on June 28 at the Hyatt Regency Hotel in Chicago.
The way was cleared on Tuesday, May 16 to formally move ahead with the annual
meetings when the Securities and Exchange Commission (SEC) declared the
registration statement containing the joint proxy/prospectus effective.
The proxy is currently being printed. Mailing to the shareholders is scheduled
to begin on May 18.
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Employee shareholders:
Vote "YES" to create Exelon
On May 16, 2000 the Securities and Exchange Commission (SEC) completed its
review of Unicom's and PECO Energy's joint proxy materials. Both companies have
begun mailing the proxy materials and annual reports to their respective
shareholders, and set firm dates for their annual shareholders meetings.
Exelon cannot be created without shareholder approval. For the merger to be
approved, Unicom needs a "YES" vote from two-thirds of all outstanding shares.
This means that if you are a Unicom shareholder and you do not vote, your
failure to vote will count as a "NO" vote. For PECO Energy, a majority of votes
cast must vote in favor of the merger - a less stringent requirement, but
equally important.
The proxy mailing starts the process of "getting out the vote" and every vote
counts. Both companies are taking significant steps, including meetings,
mailings and phone calls, to encourage shareholders to vote "YES," and to
provide them with the information they need to make an informed decision about
the merger.
Gaining approval from employee shareholders is equally important. Many employees
own stock, either through employee stock purchase plans or investment
portfolios. During the May 9 interactive broadcast, Unicom Chairman John Rowe
underscored the importance of the employee vote when he said, "I certainly hope
that we will get a large, positive turnout from our employees because I deeply
believe that making this merger work is the best chance we will ever have to be
one of the leaders in the energy business in the next decade."
Why should employee shareholders vote "YES"?
Whether you own 100 or 1,000 shares, your vote is essential to the future of
PECO Energy and Unicom. By voting "YES" you will help create Exelon - a company
capable of delivering value to its shareholders and providing opportunities to
its employees. Once formed, Exelon will be well positioned for earnings growth,
competitive success and industry leadership. With your vote, we can become a
premier national energy company.
[graphic: a campaign button labeled "Vote Yes! Unicom-PECO Energy Merger--Your
Vote Counts--Help Create Exelon"]
What will shareholders receive once the merger is approved?
PECO Energy shareholders will receive one share of Exelon common stock for each
share of PECO Energy common stock they hold. Unicom shareholders will receive
0.875 shares of Exelon common stock and $3.00 in cash for each share of Unicom
common stock they hold. Why the difference? Because PECO Energy's stock price
has been consistently higher than Unicom's, both before the merger agreement was
signed in September 1999 and when the companies revisited and restructured the
agreement in January 2000. The conversion ratios fairly
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reflect the difference in the companies' respective stock prices, and were
designed to preserve the pre-merger value of each company's shares.
How can you vote?
You can vote by mail, by phone, through the Internet or in person at your
company's annual meeting. Simply follow the instructions found on your proxy
card or voting instruction form. Remember, a mailed proxy card is only valid if
it is dated and signed by you.
If you have questions about the merger, or if you need additional copies of the
proxy statement or your proxy card, please contact our proxy solicitor Morrow &
Co., Inc. at 1-800-566-9061.
Investors and security holders are urged to read the joint proxy
statement/prospectus regarding the business combination transaction referenced
in the foregoing information because it contains important information. The
joint proxy statement/prospectus has been filed with the Securities and Exchange
Commission by PECO Energy Company and Unicom Corporation. Investors and security
holders may obtain a free copy of the joint proxy statement/prospectus and other
documents filed by PECO Energy Company and Unicom Corporation with the
Commission at the Commission's web site at www.sec.gov. The joint proxy
statement/prospectus and these other documents may also be obtained for free
from PECO Energy Company or from Unicom Corporation.
