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
September 29, 2004
Date of Report (Date of earliest event reported)
Commission File Exact Name of Registrant as Specified in Its Charter; State of IRS Employer
Number Incorporation; Address of Principal Executive Offices; and Identification Number
Telephone Number
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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
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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))
Section 8 - Other Events
Item 8.01 Other Events
On November 25, 2003, Exelon Generation Company, LLC (Generation), Reservoir
Capital Group (Reservoir) and Sithe Energies, Inc. (Sithe) completed a series of
transactions resulting in Generation and Reservoir each indirectly owning a 50%
interest in Sithe. Both Generation's and Reservoir's 50% interests in Sithe were
subject to put and call options that could result in either party owning 100% of
Sithe.
On September 29, 2004, Generation exercised its call option to acquire
Reservoir's 50% interest in Sithe for $97 million. The closing of the call is
subject to state and Federal regulatory approvals.
Generation's intent is to fully divest its interest in Sithe and it is actively
pursuing opportunities to dispose of Sithe. Generation believes that exercising
its call option will provide it with greater certainty of a timely exit from
Sithe on favorable terms and conditions.
*****
This combined Form 8-K is being furnished separately by Exelon Corporation
(Exelon) and Generation (Registrants). Information contained herein relating to
any individual registrant has been furnished 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 factors discussed herein, as well as the items discussed in (a) the
Registrants' 2003 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 each of Exelon, Commonwealth
Edison Company (ComEd), PECO Energy Company (PECO) and Generation, (b) the
Registrants' 2003 Annual Report on Form 10-K--ITEM 8. Financial Statements and
Supplementary Data: Exelon--Note 19, ComEd--Note 15, PECO--Note 14 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
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Robert S. Shapard
Executive Vice President and Chief Financial Officer
Exelon Corporation
September 29, 2004