UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
August 27, 2001
(Date of earliest
event reported)
Commission File Name of Registrant; State of Incorporation; Address of IRS Employer
Number Principal Executive Offices; and Telephone Number Identification Number
- --------------------- --------------------------------------------------------- -------------------------
1-16169 EXELON CORPORATION 23-2990190
(a Pennsylvania corporation)
10 South Dearborn Street - 37th Floor
P.O. Box 805379
Chicago, Illinois 60680-5379
(312) 394-4321
1-1839 COMMONWEALTH EDISON COMPANY 36-0938600
(an Illinois corporation)
10 South Dearborn Street - 37th Floor
P.O. Box 805379
Chicago, Illinois 60680-5379
(312) 394-4321
Item 5. Other Events.
On August 27, 2001, Commonwealth Edison Company ("ComEd") and several other
utilities filed a business plan with the Federal Energy Regulatory Commission
("FERC") describing the creation of Alliance Transmission Company, LLC
("Alliance Transco") as an independent, for-profit transmission company. The
companies involved in the Alliance Regional Transmission Organization (the
"Alliance Companies") consist of Ameren Corporation, American Electric Power,
ComEd, Consumers Energy/Michigan Electric Transmission Company, Dayton Power &
Light Company, The Detroit Edison Company/International Transmission Company,
Dominion Virginia Electric Power Company, FirstEnergy Corporation, Illinois
Power Company, and Northern Indiana Public Service Company--a subsidiary of
Nisource Inc. A copy of the press release that the Alliance Companies issued
regarding the filing is attached hereto as Exhibit 99.
In connection with the process leading to the FERC filing, ComEd issued a
non-binding declaration of intent to divest to Alliance Transco transmission
facilities that have a net book value in excess of $1 billion. That declaration
is subject to a number of conditions, including reaching agreement as to the
price and consideration for the facilities to be transferred, negotiation and
execution of acceptable agreements with respect to the divestiture,
authorization of the Boards of Directors of Exelon Corporation, ComEd's parent
corporation ("Exelon"), and ComEd, confirmation that National Grid USA
("National Grid") or one of its affiliates will have the contractual right to
manage the operations of Alliance Transco and will make substantial capital
contributions to the Alliance Transco, and receipt of applicable regulatory
approvals and third party consents.
As part of its declaration of intent to divest, ComEd entered into a non-binding
memorandum of understanding with National Grid. The memorandum sets forth
general principles relating to the divestiture and Alliance Transco as a basis
for further discussion. It also notes that the exact amount and form of the
consideration that ComEd would receive as part of any divestiture of its
transmission facilities to Alliance Transco will be determined following further
discussion and analysis of valuation, available cash and tax considerations.
Among other conditions, the memorandum is subject to the negotiation and
execution of acceptable agreements and approval by the Boards of Directors of
Exelon, ComEd and National Grid.
There can be no assurances as to whether or when a divestiture of ComEd's
transmission facilities might take place. This report and the attached press
release contain forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements
regarding the possible divestiture of ComEd's transmission facilities and the
formation of the Alliance Transco are subject to risks and uncertainties. The
failure to obtain required regulatory approvals or to reach the necessary
definitive agreements could result in the transactions described being delayed
or failing to occur. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this report.
Exelon and ComEd undertake no obligation to publicly release any revision to
these forward-looking statements to reflect events or circumstances that may
occur after the date of this report.
EXHIBIT INDEX
Exhibit Number Description of Exhibit
- -------------- ----------------------
99 Press release issued by the Alliance Companies on August 28,
2001
SIGNATURES
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.
EXELON CORPORATION
COMMONWEALTH EDISON COMPANY
/S/ Randall E. Mehrberg
----------------------------------
Randall E. Mehrberg
Senior Vice President and General
Counsel -- Exelon Corporation
August 28, 2001