UNITED STATES
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): November 20, 2014
State or Other
Jurisdiction of
Incorporation | | Exact Name of Registrant as specified in its Charter,
Address of Principal Executive Offices, Zip Code and
Telephone Number (Including Area Code) | | Commission
File Number | | IRS Employer
Identification No. |
| | | | | | | |
| Delaware | | PEPCO HOLDINGS, INC. 701 Ninth Street, N.W. Washington, D.C. 20068 Telephone: (202)872-2000 | | 001-31403 | | 52-2297449 |
| | | | | | | |
| District of Columbia and Virginia | | POTOMAC ELECTRIC POWER COMPANY 701 Ninth Street, N.W. Washington, D.C. 20068 Telephone: (202)872-2000 | | 001-01072 | | 53-0127880 |
| | | | | | | |
| Delaware and Virginia | | DELMARVA POWER & LIGHT COMPANY 500 North Wakefield Drive Newark, DE 19702 Telephone: (202)872-2000 | | 001-01405 | | 51-0084283 |
| | | | | | | |
| New Jersey | | ATLANTIC CITY ELECTRIC COMPANY 500 North Wakefield Drive Newark, DE 19702 Telephone: (202)872-2000 | | 001-03559 | | 21-0398280 |
| Not Applicable |
| (Former name or former address, if changed since last report.) |
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
THIS COMBINED FORM 8-K IS BEING SEPARATELY FILED BY EACH OF PEPCO HOLDINGS, INC., POTOMAC ELECTRIC POWER COMPANY, DELMARVA POWER & LIGHT COMPANY AND ATLANTIC CITY ELECTRIC COMPANY. INFORMATION CONTAINED HEREIN RELATING TO ANY INDIVIDUAL REGISTRANT IS FILED BY SUCH REGISTRANT ON ITS OWN BEHALF. NO REGISTRANT MAKES ANY REPRESENTATION AS TO INFORMATION RELATING TO ANY OTHER REGISTRANT.
Item 8.01. Other Events.
As previously disclosed, on April 29, 2014, Pepco Holdings, Inc., a Delaware corporation (Pepco Holdings), entered into an Agreement and Plan of Merger with Exelon Corporation, a Pennsylvania corporation (Exelon), and Purple Acquisition Corp., a Delaware corporation and an indirect, wholly owned subsidiary of Exelon (Merger Sub), which was amended and restated on July 18, 2014, providing for the merger of Merger Sub with and into Pepco Holdings (the Merger), with Pepco Holdings surviving the Merger as a wholly owned subsidiary of Exelon. Consummation of the Merger is subject to, among other things, regulatory approval from the Federal Energy Regulatory Commission (FERC).
On November 20, 2014, FERC issued an order approving the Merger. The news release dated November 21, 2014 announcing the FERC approval of the Merger has been filed as Exhibit 99 to this Form 8-K. A copy of the Order has been made available on Pepco Holdings’ Web site, which may be accessed through the “Regulatory Filings” hyperlink on the Investor Relations page of Pepco Holdings’ Web site (http://www.pepcoholdings.com).
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. | | Description of Exhibit |
| | |
| 99 | | News Release of Pepco Holdings and Exelon dated November 21, 2014. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | PEPCO HOLDINGS, INC. |
| | (Registrants) |
| | |
| Date: | November 21, 2014 | | /s/ DAVID M. VELAZQUEZ |
| | | | Name: David M. Velazquez
Title: Executive Vice President |
| | POTOMAC ELECTRIC POWER COMPANY
DELMARVA POWER & LIGHT COMPANY
ATLANTIC CITY ELECTRIC COMPANY |
| | (Registrant) |
| | |
| Date: | November 21, 2014 | | /s/ DAVID M. VELAZQUEZ |
| | | | Name: David M. Velazquez
Title: President and Chief Executive Officer |
EXHIBIT INDEX
| Exhibit No. | | Description of Exhibit |
| | | |
| 99 | | News Release of Pepco Holdings and Exelon dated November 21, 2014. |
