exelonform8-k.htm
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
January
30, 2009
Date of Report (Date of earliest
event reported)
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Commission File
Number
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Exact
Name of Registrant as Specified in Its Charter; State of Incorporation;
Address of Principal Executive Offices; and Telephone
Number
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IRS
Employer
Identification Number
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1-16169
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EXELON
CORPORATION
(a
Pennsylvania corporation)
10
South Dearborn Street
P.O.
Box 805379
Chicago,
Illinois 60680-5379
(312)
394-7398
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23-2990190
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333-85496
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EXELON
GENERATION COMPANY, LLC
(a
Pennsylvania limited liability company)
300
Exelon Way
Kennett
Square, Pennsylvania 19348-2473
(610)
765-5959
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23-3064219
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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:
x 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
January 30, 2009, Exelon Corporation (Exelon) filed with the Nuclear Regulatory
Commission (NRC) an Application for Order Approving Indirect Transfer of Control
of Licenses (Application) relating to Exelon’s proposed acquisition of NRG
Energy, Inc. (NRG). The Application was filed in accordance with
Section 184 of the Atomic Energy Act of 1954, as amended, and 10 CFR 50.80,
“Transfer of licenses,” by Exelon acting on behalf of itself, Exelon Xchange
Corporation, Exelon Ventures Company, LLC, and Exelon Generation Company, LLC
(Exelon Generation). In the Application, Exelon requests that the NRC
consent to the indirect transfer, from NRG South Texas LP (NRG South Texas) and
its corporate parent NRG, of control of the NRC licenses for NRG South Texas’
44% ownership interest in South Texas Project, Units 1 and 2
(STP). Exelon has also requested that the NRC consent to the indirect
transfer of the NRC licenses for the nuclear stations now owned by Exelon
Generation, if NRC approval of such a transfer is required, in order for Exelon
to complete its proposed acquisition of NRG through a transaction structure that
results in a direct or indirect change of control of Exelon or Exelon
Generation, including a transaction in which Exelon merges with and into
NRG. A copy of the Application may be obtained in 10-14 days through
the NRC’s Agencywide Document Access and Management System at
www.nrc.gov.
* * * *
*
Important Additional
Information
This
filing relates, in part, to the offer (Offer) by Exelon through its direct
wholly-owned subsidiary, Exelon Xchange Corporation (Xchange), to exchange each
issued and outstanding share of common stock (NRG shares) of NRG for 0.485 of a
share of Exelon common stock. This filing is for informational purposes only and
does not constitute
an offer to exchange, or a solicitation of an offer to exchange, NRG shares, nor
is it a substitute for the Tender Offer Statement on Schedule TO or the
Prospectus/Offer to Exchange included in the Registration Statement on Form S-4
(Reg. No. 333-155278) (including the Letter of Transmittal and related
documents and as amended from time to time, Exchange Offer Documents) previously
filed by Exelon and Xchange with the Securities and Exchange Commission (SEC).
The Offer is made only through the Exchange Offer Documents. Investors and security holders are
urged to read these documents and other relevant materials as they become
available, because they will contain important information.
Exelon
expects to file a proxy statement on Schedule 14A and other relevant documents
with the SEC in connection with the solicitation of proxies (NRG Meeting Proxy
Statement) for the 2009 annual meeting of NRG stockholders (NRG Meeting). Exelon
will also file a proxy statement on Schedule 14A and other relevant
documents with the SEC in connection with its solicitation of proxies
for a meeting of Exelon shareholders (Exelon Meeting) to be called in order to
approve the issuance of shares of Exelon common stock pursuant to the Offer
(Exelon Meeting Proxy Statement). Investors and security holders are
urged to read the NRG Meeting Proxy Statement and the Exelon Meeting Proxy
Statement and other relevant materials as they become available, because they
will contain important information.
Investors
and security holders can obtain copies of the materials described above (and all
other related documents filed with the SEC) at no charge on the SEC’s website:
www.sec.gov. Copies can also be obtained at no charge by directing a request for
such materials to Innisfree M&A Incorporated, 501 Madison Avenue, 20th
Floor, New York, New York 10022, toll free at 1-877-750-9501. Investors and
security holders may also read and copy any reports, statements and other
information filed by Exelon, Xchange or NRG with the SEC, at the SEC public
reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the
SEC at 1-800-SEC-0330 or visit the SEC’s website for further information on its
public reference room.
Exelon,
Xchange and the individuals to be nominated by Exelon for election to NRG’s
Board of Directors will be participants in the solicitation of proxies from NRG
stockholders for the NRG Meeting or any adjournment or postponement thereof.
Exelon and Xchange will be participants in the solicitation of proxies from
Exelon shareholders for the Exelon Meeting or any adjournment or postponement
thereof. In addition, certain directors and executive officers of Exelon and
Xchange may solicit proxies for the Exelon Meeting and the NRG
Meeting. Information about Exelon and Exelon’s directors and
executive officers is available in Exelon’s proxy statement, dated March 20,
2008, filed with the SEC in connection with Exelon’s 2008 annual meeting of
shareholders. Information about Xchange and Xchange’s directors and executive
officers is available in Schedule II to the Prospectus/Offer to
Exchange. Information about any other participants will be included
in the NRG Meeting Proxy Statement or the Exelon Meeting Proxy Statement, as
applicable.
Forward
Looking Statements
This
communication includes forward-looking statements including, for example,
statements regarding benefits of the proposed merger, integration plans and
expected synergies. There are a number of risks and uncertainties
that could cause actual results to differ materially from the forward-looking
statements made herein. The factors that could cause actual
results to differ materially from these forward-looking statements include
Exelon’s ability to achieve the synergies contemplated by the proposed
transaction, Exelon’s ability to promptly and effectively integrate the
businesses of NRG and Exelon, and the timing to consummate the proposed
transaction and obtain required regulatory approvals as well as those discussed
in (1) Exelon’s preliminary prospectus/offer to exchange that is contained in
the Registration Statement on Form S-4, Reg. No. 333-155278, that Exelon has
filed with the SEC in connection with the offer; (2) Exelon’s 2007 Annual Report
on Form 10-K in (a) ITEM 1A. Risk Factors, (b) ITEM 7. Management’s Discussion
and Analysis of Financial Condition and Results of Operations and (c) ITEM 8.
Financial Statements and Supplementary Data: Note 19; (3) Exelon’s Third Quarter
2008 Quarterly Report on Form 10-Q in (a) Part II, Other Information, ITEM 1A.
Risk Factors and (b) Part I, Financial Information, ITEM 1. Financial
Statements: Note 12; and (4) other factors discussed in Exelon’s filings with
the SEC. Readers are cautioned not to place undue reliance on these
forward-looking statements, which apply only as of the date of this
communication. Exelon does not undertake any obligation to publicly
release any revision to its forward-looking statements to reflect events or
circumstances after the date of this communication, except as required by
law.
Statements
made in connection with the exchange offer are not subject to the safe harbor
protections provided to forward-looking statements under the Private Securities
Litigation Reform Act of 1995.
All
information in this communication concerning NRG, including its business,
operations, and financial results, was obtained from public
sources. While Exelon has no knowledge that any such information is
inaccurate or incomplete, Exelon has not had the opportunity to verify any of
that information.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, each Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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EXELON
CORPORATION
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EXELON
GENERATION COMPANY, LLC
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/s/
Matthew F.
Hilzinger
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Matthew
F.
Hilzinger
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Senior
Vice President and Chief Financial Officer
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Exelon
Corporation
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