UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POS-AMC
(Post-Effective Amendment No. 8)
to
FORM U-l
APPLICATION/DECLARATION
under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Exelon Corporation
Commonwealth Edison Company
10 South Dearborn Street
37/th/ Floor
Chicago, Illinois 60603
PECO Energy Company
2301 Market Street
Philadelphia, Pennsylvania 19101
Exelon Generation Company, LLC
300 Exelon Way
Kennett Square, Pennsylvania 19348
InfraSource, Inc.
500 W. Dutton Mill Road
Aston, Pennsylvania 19014
Exelon Services Inc.
2315 Enterprise Drive
Westchester, Illinois 60154
(Names of companies filing this statement and addresses of principal executive
offices)
--------------------------------------------------------
Exelon Corporation
(Name of top registered holding company parent of applicants)
---------------------------
Randall E. Mehrberg
Executive Vice President and General Counsel
Exelon Corporation
10 South Dearborn Street, 37/th/ Floor
Chicago, Illinois 60603
----------------------------
(Names and addresses of agents for service)
------------------------------------------------------
The Commission is requested to send copies of all notices, orders and
communications in connection with this Application/Declaration to:
William J. Harmon Constance Reinhard
Jones, Day, Reavis & Pogue Exelon Corporation
77 West Wacker, Suite 3500 10 South Dearborn Street, 37/th/ Floor
Chicago, Illinois 60601 Chicago, Illinois 60603
312-782-3939 312-394-3604
Post-Effective Amendment No. 1, filed in this proceeding on April 4, 2001,
as amended by Post-Effective Amendments Nos. 3, 4, 5, 6 and 7/1/ is hereby
amended as follows:
1. By replacing the last two paragraphs of Section 1.1 with the following
three paragraphs:
"Exelon, ComEd, PECO, Genco, ISI and ES ("Applicants") filed an
Application-Declaration on Form U-1 with the Commission in this file on April 4,
2000, as amended through Amendment No. 7 requesting a modification to the Merger
Order in order to eliminate this restriction so that ISI and ES might continue
to provide services and goods to the Utility Subsidiaries at market prices,
determined without regard to cost, subject to certain proposed conditions and
limitations. By supplemental orders dated December 20, 2001 (HCAR No. 27480, the
"First Supplemental Order") and June 28, 2002 (HCAR No. 27547, the "Second
Supplemental Order") in this proceeding, the Commission extended the interim
exemption granted under the Merger Order from December 31, 2001 until June 30,
2002, and then from June 30, 2002 until February 28, 2003. In the Second
Supplemental Order, the Applicants were required to complete the record herein
by November 30, 2002. In Amendment No. 7 to the Application-Declaration on Form
U-1 in this file, the Applicants completed the record herein as required by the
Second Supplemental Order.
Since the time of issuance of the Second Supplemental Order, ISI began
considering a possible sale of certain of its businesses, and Applicants have
determined that they will not pursue their request that the interim exemption
from the at cost rules be made permanent with respect to ES's provision of
services to ComEd, PECO, Genco, and any other Utility Subsidiary of Exelon.
In this Amendment No. 8 to the Application-Declaration on Form U-1 in this
file, the Applicants make two requests:
First, that the Commission issue a third supplemental order extending the
interim exemption permitting ISI to continue to provide services to ComEd, PECO,
Genco and any other Utility Subsidiary of Exelon at market prices, from February
28, 2003 until December 31, 2003. This extension will allow ISI time to complete
a possible sale to a non-associate company. Applicants request that they be
permitted to complete any ISI contracts that have been entered into under
authority of the interim exemption but that remain only partially performed at
February 28, 2003. With respect to new contracts entered into under authority of
the interim exemption between March 1, 2003 and December 31, 2003, such
contracts will either expire no later than December 31, 2003 or be continued
after that date in accordance with applicable Commission "at cost" rules. If ISI
is not sold by December 31, 2003, ISI will not enter into new contracts with the
Utility Subsidiaries after December 31, 2003 unless the contracts comply with
applicable Commission "at cost" rules, including Rules 90 and 91.
_______________________
/1/ Post-Effective Amendment No. 2, which was filed on October 1, 2001,
relates to matters that are not the subject of Post Effective Amendment No. 1.
Second, Applicants now propose that the interim exemption permitting
ES to provide services to ComEd, PECO, Genco and any other Utility Subsidiary of
Exelon at market prices will expire on February 28, 2003. Applicants will not
seek a further extension of the interim exemption for ES. However, Applicants
request that they be permitted to complete any ES contracts that have been
entered into under authority of the interim exemption but that remain only
partially performed at the time of the expiration of the interim exemption at
February 28, 2003. These contracts will either expire no later than December 31,
2003, or be continued after that date in accordance with applicable Commission
"at cost" rules. ES will not enter into new contracts with the Utility
Subsidiaries after February 28, 2003 unless the contracts comply with applicable
Commission "at cost" rules, including Rules 90 and 91."
2. By replacing Section 1.3 in its entirety with the following:
"Section 1.3. Request for Exemption under Section 13(b). Applicants
request that the Commission issue a third supplemental order extending the
interim exemption permitting ISI to continue to provide services to ComEd, PECO,
Genco and any other Utility Subsidiary of Exelon at market prices, from February
28, 2003 until December 31, 2003. This extension will allow ISI time to complete
a possible sale to a non-associate company. Applicants request that they be
permitted to complete any ISI contracts that have been entered into under
authority of the interim exemption but that remain only partially performed at
February 28, 2003. With respect to new contracts entered into under authority of
the interim exemption between March 1, 2003 and December 31, 2003, such
contracts will either expire no later than December 31, 2003 or be continued
after that date in accordance with applicable Commission "at cost" rules. If ISI
is not sold by December 31, 2003, ISI will not enter into new contracts with the
Utility Subsidiaries after December 31, 2003 unless the contracts comply with
applicable Commission "at cost" rules, including Rules 90 and 91. Applicants
propose that the interim exemption permitting ES to provide services to ComEd,
PECO, Genco and any other Utility Subsidiary of Exelon at market prices will
expire on February 28, 2003. Applicants request that they be permitted to
complete any ES contracts that have been entered into under authority of the
interim exemption but that remain only partially performed at the time of the
expiration of the interim exemption at February 28, 2003. These contracts will
either expire no later than December 31, 2003, or be continued after that date
in accordance with applicable Commission "at cost" rules."
3. By deleting paragraphs one, seven, and eleven of Section 3.2.
2
SIGNATURES
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned companies have duly caused this statement to be signed
on their behalves by the undersigned thereunto duly authorized.
Exelon Corporation
By: /s/Randall Mehrberg
-----------------------------------
Name: Randall Mehrberg
Title: Executive Vice President and General
Counsel
InfraSource, Inc.
By: /s/ Harvey B. Dikter
-----------------------------------
Name: Harvey B. Dikter
Title: Senior Vice President and General
Counsel
Exelon Services, Inc.
By: /s/ Mark Kilgore
--------------------------
Name: Mark Kilgore
Title: President
Commonwealth Edison Company
PECO Energy Company
Exelon Energy Generation Company, LLC
By Exelon Corporation
By: /s/ Randall Mehrberg
-----------------------------------
Name: Randall Mehrberg
Title: Executive Vice President and General
Counsel
Date: February 28, 2003
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