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
June 2, 2003
(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) 394-7398
333-85496 EXELON GENERATION COMPANY, LLC 23-3064219
(a Pennsylvania limited liability company)
300 Exelon Way
Kennett Square, Pennsylvania 19348
(610) 765-6900
Item 5. Other Events
As previously disclosed, Exelon Boston Generating, LLC (EBG), an indirect
subsidiary of Exelon Corporation (Exelon) and Exelon Generation Company, LLC
(Generation), has $1.1 billion of debt outstanding under a $1.25 billion credit
facility (EBG Facility). That facility was entered into primarily to finance the
construction of the Mystic 8 and 9 and Fore River generating units. The EBG
Facility requires that all of the projects achieve "Project Completion," as
defined in the EBG Facility, by June 12, 2003, which date will not be met. The
Mystic 8 unit is in commercial operation and the Mystic 9 unit is on-line and
ready for commercial operation. Construction of Fore River is substantially
complete, and the unit is currently undergoing testing.
The EBG Facility provides that if the June 12, 2003 date is not met, then the
EBG Facility lenders may, among other things, declare all amounts then
outstanding under the EBG Facility to be due, terminate the related interest
rate swap agreements, foreclose on all the pledged assets or ownership of the
project subsidiaries, and/or require that all cash held by the EBG project
subsidiaries be used to reduce the debt. The EBG Facility is non-recourse to
Exelon and Generation and an event of default under the EBG Facility does not
constitute an event of default under any other debt instruments of Exelon or its
subsidiaries. We are evaluating all of our options regarding the anticipated
failure to achieve "Project Completion" by June 12, 2003.
On June 2, 2003, EBG and the administrative agent for the EBG Facility submitted
to the lenders under the EBG Facility for their approval an amendment to the EBG
Facility, extending the date for "Project Completion" to July 11, 2003. EBG,
however, does not expect that all of the projects will achieve "Project
Completion," as defined in the EBG Facility, by that date. The proposed
amendment requires approval from 100% of the nineteen lenders in order to be
effective. EBG cannot predict whether all of the lenders will approve the
amendment and, if approved, whether EBG will be able to negotiate a further
amendment or a waiver of the EBG Facility with the lenders or what action the
lenders may take as a result of the failure to achieve "Project Completion" by
the required date.
This combined Form 8-K is being filed separately by Exelon Corporation and
Exelon Generation Company, LLC (Registrants). Information contained herein
relating to any individual registrant has been filed by such registrant on its
own behalf. No registrant makes any representation as to information relating to
any other registrant.
Except for the historical information contained herein, certain of the matters
discussed in this Report are forward-looking statements, within the meaning of
the Private Securities Litigation Reform Act of 1995, that are subject to risks
and uncertainties. The factors that could cause actual results to differ
materially from the forward-looking statements made by a registrant include
those discussed herein, as well as those discussed in (a) the Registrants' 2002
Annual Report on Form 10-K - ITEM 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations--Business Outlook and the
Challenges in Managing Our Business for Exelon, ComEd, PECO and Generation,
(b) the Registrants' 2002 Annual Report on Form 10-K - ITEM 8. Financial
Statements and Supplementary Data: Exelon - Note 19, ComEd - Note 16, PECO -
Note 18 and Generation - Note 13 and (c) other factors discussed in filings with
the United States Securities and Exchange Commission (SEC) by the Registrants.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which apply only as of the date of this Report. None of the
Registrants undertakes any obligation to publicly release any revision to its
forward-looking statements to reflect events or circumstances after the date of
this Report.
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
EXELON GENERATION COMPANY, LLC
/S/ Robert S. Shapard
------------------------------
Robert S. Shapard
Executive Vice President and
Chief Financial Officer
Exelon Corporation
June 6, 2003