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
November 1, 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 1 - Registrant's Business and Operations
Item 1.01. Entry into a Material Definitive Agreement
On September 29, 2004, Exelon Corporation (Exelon) and Exelon Generation
Company, LLC (Generation), announced that Generation had exercised its call
option to acquire Reservoir Capital Group's (Reservoir) 50% interest in Sithe
Energies, Inc. (Sithe) for $97 million. The announcement also stated that
Generation's intent is to fully divest its interest in Sithe and that Generation
is actively pursuing opportunities to dispose of Sithe.
On November 1, 2004, Generation entered into an agreement to sell Sithe to
Dynegy Inc. for $135 million in cash. Exelon expects that, prior to closing on
the sale to Dynegy, it will receive from Sithe approximately $60 million in cash
distributions. The sale will enable Exelon to deconsolidate from its balance
sheet approximately $836 million of debt associated with the Independence plant.
Exelon expects that the sale will not materially impact future earnings.
Sithe's remaining operating assets total approximately 1,350 MWs, including
1,020 MWs in the Independence plant. The sale will not include Sithe
International Inc. (Sithe International), which has been sold to a subsidiary of
Generation. Sithe International is the entity that indirectly owns a 49.5%
interest in the Mexican Business Trusts, which own the TEG projects consisting
of two gas-fired plants in Mexico that commenced commercial operations in the
second quarter of 2004.
The sale of Sithe to Dynegy is subject to Federal and state regulatory
approvals. The parties anticipate closing early in the first quarter 2005.
*****
This combined Form 8-K is being filed separately by Exelon and Generation
(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 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
November 2, 2004