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 8, 2004
(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 3-2990190
(a Pennsylvania corporation)
10 South Dearborn Street--37th Floor
P.O. Box 805379
Chicago, Illinois 60680-5379
(312) 394-7398
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 November 8, 2004, Exelon Corporation ("Exelon") entered into an agreement
with Oliver D. Kingsley regarding the disposition of Exelon common shares that
he holds or has the right to acquire (collectively, "Shares"). As previously
reported, Mr. Kingsley retired on November 1, 2004 as President of Exelon. Under
the agreement, Exelon has agreed to repurchase 172,765 Shares on November 17,
2004 and 187,235 Shares on February 9, 2005. Those repurchases would be effected
at a price equal to the weighted-average of the closing prices of Exelon common
stock as reported on the New York Stock Exchange composite transactions tape for
each of the ten trading days ending immediately before the second business day
preceding the scheduled repurchase date. Mr. Kingsley will not transfer any of
his remaining Shares until after May 1, 2005, with respect to up to 360,000
shares, and after January 1, 2006, with respect to any remaining Shares. The
agreement permits transfers to two specified family trusts, which would be bound
by the provisions of the agreement following any such transfer.
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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, ComEd, 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
/s/ Robert S. Shapard
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Robert S. Shapard
Executive Vice President and Chief Financial
Officer
Exelon Corporation
November 15, 2004