[Federal Register Volume 65, Number 166 (Friday, August 25, 2000)]
[Notices]
[Pages 51874-51878]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 00-21751]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-27214]


Filings Under the Public Utility Holding Company Act of 1935, as 
Amended (``Act'')

August 21, 2000.
    Notice is hereby given that the following filing(s) has/have been 
made with the Commission pursuant to provisions of the Act and rules 
promulgated under the Act. All interested persons are referred to the 
applicant(s) and/or declaration(s) for complete statements of the 
proposed transaction(s) summarized below. The application(s) and/or 
declaration(s) and any amendment(s) is/are available for public 
inspection through the Commission's Branch of Public Reference.
    Interested persons wishing to comment or request a hearing on the 
application(s) and/or declaration(s) should submit their views in 
writing by September 14, 2000, to the Secretary, Securities and 
Exchange Commission, Washington, D.C. 20549-0609, and serve a copy on 
the relevant applicant(s) and/or declarant(s) at the address(es) 
specified below. Proof of service (by affidavit or, in the case of an 
attorney at law, by certificate) should be filed with the request. Any 
request for hearing should identify specifically the issues of facts or 
law that are disputed. A person who so requests will be notified of any 
hearing, if ordered, and will receive a copy of any notice or order 
issued in the matter. After September 14, 2000, the application(s) and/
or declaration(s), as filed or as amended, may be granted and/or 
permitted to become effective.

Exelon Corporation (70-9645)

    Exelon Corporation (``Exelon'' or ``Applicant''), a Pennsylvania 
corporation located at 10 South Dearborn Street, Chicago, Illinois 
60603, and a subsidiary of PEPCO Energy Company (``PECO''), a 
combination electric and gas utility holding company claiming exemption 
from registration under section 3(a)(1) of the Act by rule 2, has filed 
an amended application-declaration under sections 3(a)(1), 4, 5, 6(a), 
7, 8, 9(a)(1), 9(a)(2), 9(c)(3), 10, 11(b), 12, and 13, and rules 43, 
44, 54, and 80 through 92 under the Act.
    Under the terms of an Agreement and Plan of Exchange and Merger 
(``Merger Agreement''), dated September 22, 1999 and amended and 
restated on January 7, 2000. Exelon proposes to acquire all of the 
issued and outstanding shares of common stock of PECO and of Unicom 
Corporation (``Unicom''), a public utility holding company exempt from 
registration under section 3(a)(1) of the Act by order of the 
Commission,\1\ through a two-step process. First, the Merger Agreement 
provides for a mandatory share exchange of the outstanding common stock 
of PEPO for common stock of Exelon. Following this exchange, Unicom 
will merge with and into Exelon, with Exelon as the surviving 
corporation. Together, these two transactions are referred to as the 
``Merger.'' After the Merger, Exelon will register as a holding company 
under the Act. In addition, Exelon proposes to engage in various 
related transactions, including intrasystem transactions.
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    \1\ HCAR No. 26900 (July 22, 1994).
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    Exelon further seeks authority to engage in certain corporate 
restructurings following consummation of the Merger, including (1) Re-
aligning the ownership of its nonutility subsidiary companies; (2) 
transferring all of its generating capacity to Exelon Generation 
Company, LLC (``Genco''), a subsidiary company to be organized by 
Exelon; and (3) creating two additional subsidiary utility holding 
companies (together, the ``Restructurings''). \2\
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    \2\ Exelon states that the Restructurings are subject to certain 
federal and state regulatory approvals and other actions that may be 
completed at the time the Merger is otherwise ready to close. 
Accordingly, Exelon requests authority to complete the Merger with 
or without the Restructurings.

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[[Page 51875]]

I. Parties to the Merger

A. Exelon

    Exelon currently has no assets and has conducted no business 
operations to date. Under the terms of the Merger Agreement, Exelon 
will become the parent holding company of PECO, Unicom's electric-
utility subsidiary Commonwealth Edison Company (``ComEd''), Genco, the 
electric-utility subsidiaries of ComEd and PECO, and the nonutility 
subsidiaries of Unicom and PECO.

B. PECO

    PECO provides retail electric service to approximately 1.5 million 
customers in the City of Philadelphia and five nearby counties. PECO 
has an estimated aggregate net installed electric generating capacity 
of 9,262 megawatts (``MW''), and its transmission facilities are within 
the Pennsylvania-New Jersey-Maryland (``PJM'') control area. PECO also 
provides natural gas distribution service to over 400,000 retail 
customers in southeastern Pennsylvania. For the year ended December 31, 
1999, PECO had electric utility revenues of $4.85 billion and gas 
utility revenues of $481 million.
    As of December 31, 1999, PECO had 1,930,920 shares of cumulative 
preferred stock of various series issued and outstanding, and, as of 
May 5, 2000, PECO had 169,570,844 shares of common stock outstanding. 
Its consolidated assets as of December 31, 1999 totaled approximately 
$13 billion, representing $4 billion in net electric utility property, 
plant and equipment; $931 million in net gas utility property, plant 
and equipment; $138 million in nonutility subsidiary assets; and $8 
billion in other corporate assets, PECO is subject to regulation by the 
Pennsylvania Public Utility Commission with respect to retail rates, 
accounting, service standards, issuance of securities, and other 
matters, by the Federal Energy Regulatory Commission (``FERC'') with 
respect to wholesale electric and electric transmission rates and other 
matters, and by the Nuclear Regulatory Commission (``NRC'') with 
respect to the ownership and operation of its nuclear generating 
stations.
    PECO directly owns all of the issued and outstanding common stock 
of two public utility companies: (1) Susquehanna Electric Company 
(``SECO''); and (2) PECO Energy Power Company (``PEPCO''). PEPCO is a 
registered holding company that wholly owns another public utility 
company, Susquehanna Power Company (``SPCO''). All three of these 
subsidiaries are exclusively engaged in owning and operating the 
Conowingo Hydroelectric Project on the Susquehanna River at the 
Pennsylvania/Maryland border (``Conowingo Project'').
    PECO is engaged in various nonutility businesses through 
subsidiaries and through affiliated business ventures, including the 
following: (1) System financing; (2) exempt wholesale generators 
(``EWGs''), as defined in section 32 of the Act; (3) 
telecommunications; (4) real estate development and management; (5) 
investment in various businesses providing energy services and other 
services; (6) infrastructure services; (7) other energy services 
relating to cogeneration facilities and natural gas distribution.\3\
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    \3\ The names of PECO's nonutility subsidiaries, investments, 
and other businesses are listed in Exhibit A to this notice.
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C. Unicom

    Unicom's principal subsidiary is ComEd,\4\ an electric utility that 
is also a holding company exempt from registration under section 
3(a)(1) of the Act by order of the Commission \5\ and by rule 2. ComEd 
provides retail electric service to approximately 3.4 million customers 
in and around Chicago. ComEd recently sold all of its fossil fuel-fired 
generating capacity, but it retains 9,550 MW of nuclear generating 
capacity from its ten remaining nuclear generating units. ComEd 
participates in both the Mid-America Interconnected Network and the 
Midwest Independent System Operator, Inc.\6\ ComEd is subject to 
regulation by the Illinois Commerce Commission with respect to retail 
electric rates and charges, issuance of most of its securities, service 
and facilities, affiliated transactions, and other matters, by FERC 
with respect to wholesale electric and electric transmission rates and 
other matters, and by the NRC with respect to the operation of its 
nuclear generating stations.
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    \4\ Unicom owns all but 4,859 shares of the outstanding common 
stock of ComEd.
    \5\ HCAR No. 26090 (July 22, 1994).
    \6\ ComEd has applied to FERC for approval of a proposed plan to 
transfer control of its transmission assets to an independent 
transmission company.
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    ComEd's only utility subsidiary is Commonwealth Edison of Indiana 
(the ``Indiana Company''). The Indiana Company originally was formed to 
hold a generating station built on the Indiana side of the Illinois-
Indiana border near Chicago. The generating station was sold in 1997, 
and the Indiana Company now has no customers. Currently, its only 
business is holding a small amount of electric transmission property in 
Indiana.
    For the year ended December 31, 1999, Unicom had electric utility 
revenues of $6.8 billion. As of March 31, 2000, Unicom had 177,646,782 
shares of common stock outstanding.\7\ Its consolidated assets as of 
December 31, 1999 totaled approximately $23.4 billion, representing 
$12.1 billion in net electric property, plant and equipment; $521.3 
million in nonutility subsidiary property, plant and equipment; and 
$10.8 billion in other corporate assets.
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    \7\ Under the Merger Agreement, Unicom has agreed to repurchase 
$1.0 billion of its common stock. As of March 31, 2000, Unicom had 
acquired 14 million shares.
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    Unicom's direct and indirect nonutility businesses include the 
following: (1) Mechanical services; (2) leasehold investments; (3) 
energy services and marketing; (4) district cooling/district energy 
systems; (5) intra-system insurance and health-care management; (6) 
system financing; and (7) real estate development.\8\
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    \8\ A complete list of the names of the nonutility businesses in 
which Unicom has an interest is provided in Exhibit A.
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II. Description of Merger

A. Merger Agreement

    Under the Merger Agreement, each outstanding share of Unicom common 
stock will be exchanged for 0.875 shares of Exelon common stock and 
$3.00 in cash,\9\ and each outstanding share of PECO common stock will 
be exchanged for one share of Exelon common stock.\10\ Following the 
Merger, PECO's former shareholders will own about 54% of Exelon, and 
Unicom's former shareholders will own approximately 46%. On June 27 and 
28, 2000, the shareholders of PECO and Unicom approved the Merger.
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    \9\ No new long-term debt is expected to be issued to finance 
the approximately $500 million cash payment to Unicom shareholders.
    \10\ The existing debt securities and preferred stock of ComEd 
and PECO will remain outstanding without change.
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    Exelon will account for the Merger under the ``purchase method'' of 
accounting, with PECO being deemed to have acquired Unicom. The total 
purchase price consideration will be $5.759 billion, including PECO's 
estimated transaction costs.\11\ Exelon estimates that the premium paid 
for goodwill will be $2.293 billion, which will be amortized over a 40-
year period.
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    \11\ The Merger consideration includes approximately 145.6 
million shares of Exelon common stock at a price of $35.89 per share 
based on the average closing price of PECO common stock between 
January 3 and 12, 2000.
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    The Merger Agreement provides that, after the Merger takes effect, 
Exelon's principal corporate office will be located in Chicago, 
Illinois. Exelon will

[[Page 51876]]

also maintain PECO Energy's corporate headquarters in Philadelphia, and 
Exelon's generation business will be headquartered in southeastern 
Pennsylvania.

B. Proposed Restructurings and Combined Operations

    As stated above, Exelon proposes to restructure its post-Merger 
operations by realigning the ownership of its various utility and 
nonutility businesses. As part of these Restructurings, Exelon seeks 
approval to form two intermediate holding companies, Exelon Ventures 
Company (``Ventures'') and Exelon Energy Delivery Company (``Exelon 
Delivery''). It also proposes to create one nonutility subsidiary 
holding company, Exelon Enterprises Company, LLC (``Enterprises''). 
Ventures will own both Genco and Enterprises, and Exelon Delivery will 
hold both PECO and ComEd.\12\ Enterprises, in turn, will own the 
existing nonutility interests of both PECO and Unicom.\13\
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    \12\ Exelon further requests a finding by the Commission that 
Exelon Delivery, Ventures and Genco would not be considered 
``holding companies'' or ``subsidiary companies'' solely for 
purposes of section 11(b)(2) of the Act.
    \13\ Following the Merger and the Restructurings, Exelon 
Delivery, Ventures and Genco each will register as holding companies 
under the Act.
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    Exelon seeks Commission authority to retain the existing nonutility 
businesses and interests of ComEd and PECO after the Merger, including 
those nonutility investments that are ``energy related'' within the 
meaning of rule 58 under the Act. Exelon further requests that the 
Commission not include its existing ``energy related'' nonutility 
businesses in any calculation of the investment limitations set forth 
in rule 58 under the Act.\14\
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    \14\ Rule 58(a)(1)(ii) provides that a registered holding 
company system's investments in nonutility activities that are 
exempt under rule 58 cannot exceed 15% of the consolidated 
capitalization of the registered holding company.
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    At or about the time of the Merger, ComEd and PECO will transfer 
all of their generating facilities to Genco, a public utility company 
that will supply power both to its affiliates and to non-affiliated 
customers (``Genco Restructuring''). Genco therefore will become the 
parent of PEPCO, SECO, and PEPCO's subsidiary SPCO, which collectively 
hold and operate the Conowingo Project.\15\
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    \15\ PEPCO, as the parent of SPCO, will remain a registered 
holding company.
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    The Applicant states that Genco will coordinate the efficient use 
of the generation formerly held by ComEd and PECO for the benefit of 
the Exelon system. Exelon Delivery, through its ownership of ComEd an 
PECO, will hold the transmission and distribution functions of the 
Exelon system.
    Exelon states that it expects all necessary approvals to be in 
place shortly after completion of the Merger. However, in the event 
there is a delay between closing of the Merger and completion of the 
Genco Restructuring, the Applicant seeks authority to engage in a 
system of interim operations pending the transfer of the generating 
assets of ComEd and PECO to Genco.
    The Applicant states that the electric utility properties will be 
operated as a single integrated system.\16\ Exelon intends to 
interconnect the electric utility systems via a 100 MW firm, west to 
east, contract path (``Contract Path'') over American Electric Power 
(``AEP''), Virginia Power, and PJM transmission systems.\17\ The 
Contract Path, which commences on November 1, 2000, will extend from 
the interface of the AEP and ComEd transmission systems to the 
interface of the Virginia Power and PJM transmission systems, and 
through PJM's system to PECO. Exelon commits to keep the Contract Path 
in place for three years after the date of the order in this case, or 
until the Commission determines that an alternate path or some other 
arrangement is adequate to keep Exelon in compliance with the 
integration requirement of the Act.
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    \16\ Exelon states that it proposes to retain PECO's gas utility 
operations as an additional single, integrated gas utility system.
    \17\ With respect to the PJM leg of the Contract Path, Exelon 
will rely on PECO's rights as a Load-Serving Entity to use 
``Secondary Service'' as defined by section 28.4 of the PJM Open 
Access Transmission Tariff rather than obtain from PJM 100 MW of 
firm point-to-point transmission service. Secondary Service has 
rights equivalent to firm point-to-point service.
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    The Applicant states that it will not use traditional joint 
economic dispatch of the systems of ComEd and PECO as do other 
registered systems that effectively operate as tight power pools. Given 
that ComEd and PECO are in separate ``control areas,'' Exelon states 
that this true joint dispatch would not be feasible. However, Exelon 
will centralize all its generating assets and activities in Genco. 
Genco will provide power to ComEd and PECO as one of several competing 
options to meet those companies' bundled load or provider of last 
resort load obligations. Because of this organizational structure, 
Exelon states that it will have no need for the type of ``joint 
operating agreement'' that many registered public utility systems, 
have. Exelon states that, while those agreements may be necessary to 
achieve integrated operations among several separate subsidiary utility 
companies, in Exelon's case all generation resources are controlled in 
a single entity and these types of agreements are not required. The 
Applicant states that Genco would conduct marketing efforts, both as a 
buyer and a seller, for the Exelon system.
    Exelon further states that it expects to achieve the coordination 
and integration of the combined system through the coordination and 
integration of information system networks; customer service; 
procurement organizations; organizational structures for power 
generation, energy delivery and customer relations; and support 
services.

III. Affiliate Transactions

A. Exelon Business Services Company

    Exelon requests that the Commission authorize the designation of 
Exelon Business Services Company (``Exelon Services'') as a subsidiary 
service company in accordance with rule 88(b) under the Act.\18\ After 
the Merger, Exelon Services proposes to provide Exelon, ComEd, PECO, 
Genco and Exelon's nonutility subsidiaries with various corporate, 
administrative, management and support services, including services 
relating to support of electric and gas plant operations.\19\
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    \18\ In addition, Exelon requests that the Commission find that 
this application is deemed to constitute a filing on Form U-13-1 for 
purposes of rule 88 under the Act, or, alternatively, that the 
filing of a Form U-13-1 is not necessary under the Act.
    \19\ Exelon also may establish a specialized service company for 
Genco operations (``GenServCo''). Genco would reimburse GenServCo 
for its expenses on a full cost basis in compliance with the 
requirements of section 13 of the Act. Exelon will provide 
information regarding GenServCo by pre- or post-effective amendment 
to this application.
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    Exelon Services will enter into a service agreement with PECO, 
ComEd, Genco and other affiliates, including nonutility affiliates 
(``General Service Agreement''), which will be structured to comply 
with the requirements of section 13 of the Act and the Commission's 
rules under the Act. Under the General Service Agreement, charges for 
services provided by Exelon Services to affiliated utility companies 
will be at cost, in compliance with rules 90 and 91 under the Act. 
Except for certain requested exceptions discussed below, services 
provided by Exelon Services to affiliated nonutility companies will 
also be charged at cost.
    Exelon requests authority for Exelon Services and Exelon's 
nonutility subsidiaries to provide certain construction, goods or 
services at fair market value, under certain circumstances, to any 
nonutility associate company in the Exelon system.

[[Page 51877]]

    Exelon Services will be staffed primarily by transferring existing 
personnel from the current employee rosters of Unicom, PECO, and their 
subsidiaries. Exelon Services will be headquartered in Chicago and will 
conduct substantial operations in both Chicago and Philadelphia. Exelon 
states that Exelon Services' capitalization will consist of not more 
than 1,000 shares of common stock, and that Exelon Services' total 
equity capital will not exceed $10,000.
    Exelon expects Exelon Services to be operational within 30 days 
after the effective date of the Merger. However, in order to allow time 
to develop all required systems, the Applicant seeks authority to delay 
the full implementation of all services and systems applicable to 
Exelon Services under the Act for a period of not longer than 12 months 
following the effective date of the Merger.

B. Other Affiliate Transactions

    Both ComEd and PECO currently participate in certain transactions 
with affiliates at rates that may exceed cost under existing 
arrangements. Exelon requests an interim exemption from the cost 
standards of rules 90 and 91 under the Act to allow PECO and ComEd to 
continue participating in these arrangements for a period of not longer 
than 15 months following the date of the Commission's order in this 
matter. Exelon also states that ComEd, PECO, and PECO's subsidiaries 
will continue to provide energy services to U.S. governmental agencies 
at rates approved by their respective state public utility commissions, 
where these companies act as ``conduits'' for the services being 
provided.
    Exelon also seeks approval under rule 87(a)(3) under the Act or 
other applicable authority for: (1) Genco, any future subsidiary of 
Genco, and AmerGen Energy Company, L.L.C., a nonutility subsidiary of 
PECO, to provide certain energy-related services to each other at cost; 
(2) Genco, ComEd and PECO to provide certain energy-related services to 
each other at cost; and (3) Exelon Infrastructure Services, Inc. 
(``EIS'') and Unicom Mechanical Services (``Mechanical Services''), 
presently nonutility subsidiaries of, respectively, PECO and Unicom, to 
provide services to ComEd, PECO and Genco. Exelon further requests an 
exemption from the cost standards of the Act for EIS and Mechanical 
Services to provide services to ComEd, PECO, Genco, and any other 
Exelon utility subsidiary, as well as any subsidiary that is involved 
in directly providing goods, construction, or services to these 
companies, at market prices for a period of not longer than 15 months 
following the date of the Commission's order in this matter.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Margaret H. McFarland,
Deputy Secretary.

Exhibit A

Nonutility Businesses

Subsidiaries and Investments of Unicom

    Unicom owns directly or indirectly all of the outstanding equity 
securities of the following nonutility subsidiaries: Unicom 
Enterprises, Inc. is a first tier holding company for Unicom's non-
regulated investments which fall in the following general categories:
Mechanical Services Business
    The following companies are in the mechanical services businesses: 
Unicom Mechanical Services Inc., Access Systems, Inc., Hoekstra 
Building Automation, Inc., Metropolitan Mechanical Contractors Inc., 
and Reliance Mechanical Corp.
Like-Kind Exchange Tax Advantaged Transaction
    The following companies are engaged in tax-advantaged transactions 
related to the sale of ComEd's fossil generation: Unicom Investment 
Inc., Scherer Holdings 1, LLC; Scherer Holdings 2, LLC; and Scherer 
Holdings 3, LLC; Wansley Holdings 1, LLC and Wansley Holdings 2, LLC, 
Spruce Holdings G.P. 2000 LLC and Spruce Holdings L.P. 2000 LLC, Spruce 
Equity Holdings L.P., and Spruce Holdings Trust.
Energy Services/Marketing
    The following companies are engaged in energy services or 
marketing: Unicom Energy Services Inc., Unicom Energy Inc., Unicom 
Energy Ohio, Inc., and Unicom Power Marketing Inc.
District Cooling/District Energy Systems
    The following companies are engaged in district cooling or district 
energy businesses: UT Holdings Inc. (``UT''), Unicom Thermal 
Development Inc., Unicom Thermal Technologies Inc., Unicom Thermal 
Technologies Houston Inc., Unicom Thermal Technologies Boston Inc., 
Unicom Thermal Technologies North America Inc., UTT National Power 
Inc., UTT Nevada Inc., and UTT Phoenix, Inc. Unicom Thermal 
Technologies Boston Inc. holds a 25% membership interest in Northwind 
Boston LLC. Unicom Thermal Technologies Houston Inc. holds a 25% 
membership interest in Northwind Houston LLC. Northwind Houston LLC, in 
turn, holds 25% of the partnership in Northwind Houston LP. Unicom 
Thermal Technologies North America Inc. operates in Canada through its 
subsidiary Northwind Thermal Technologies Canada Inc. and its 
subsidiary Unicom Thermal Technologies Inc. Northwind Midway LLC is a 
subsidiary of UTT National Power Inc. UTT Nevada Inc. holds a 75% 
membership interest in Northwind Aladdin LLC, and a 50% membership 
interest in Northwind Las Vegas LLC. UT holds a 50% membership interest 
in Northwind Chicago LLC. UTT Phoenix, Inc. holds 50% membership 
interests in Northwind Arizona Development LLC and in Northwind Phoenix 
LLC.
Others
    Unicom Power Holdings Inc., Unicom HealthCare Management Inc., 
Unicom Resources Inc. (inactive), and Unicom Assurance Company Limited 
(``UACL''), a direct subsidiary of Unicom.

Subsidiaries of Commonwealth Edison

Special Purpose Financing Subsidiaries/Trusts
    ComEd Financing I, ComEd Financing II, ComEd Funding, LLC, ComEd 
Transitional Funding Trust, and Edison Finance Partnership.
Real Estate/Real Estate Joint Ventures
    Edison Development Company owns 50% of Lincoln Commerce Center, the 
Commerce Distribution Center Joint venture, the Concepts II Building 
joint venture, and the Concepts III Building joint venture.
Others
    Commonwealth Research Corporation, Concomber Ltd., and Edison 
Development Canada Inc.
Non-Subsidiary investments of Unicom
    Except for Pantellos Corporation, of which Unicom owns 5.4% of the 
equity, Unicom has less than 5% of the common stock of the following 
entities: Apeco Corporation, Chicago Community Ventures, Inc., Chicago 
Equity Fund, Dearborn Park Corporation, I.L.P. Fund C/O Chicago Capital 
Fund, Illinois Venture Fund (Unibanc Trust), Boston Financial 
Institutional Tax Credit Fund X, Related Corporate Partners IV. L.P., 
Boston Financial Institutional Tax Credit Fund XIX, Related to 
Corporate Partners XII, L.P., Boston Capital Corp. XIV, Boston 
Financial Institutional Tax Credit Fund XXI, Related Corporate Partners 
XIV, L.P., Summit Corporate Tax Credit Fund II, USA Institutional Tax 
Credit Fund XXII, Pantellos Corporation (5.4% of the equity),

[[Page 51878]]

Automated Power Exchange, UTECH Climate Challenge Fund, L.P., Utility 
Competitive Advantage Fund I, LLC and Utility Competitive Advantage 
Fund II, LLC

Subsidiaries and Investment of PECO

Financing Subsidiaries
    The following are special purpose financing subsidiaries: PECO 
Energy Capital Corp. (PECC); PECO Energy Capital, L.P. (PECLP) (3% is 
held by PECC); PECO Energy Capital Corp. Trust 2; PECO Energy Capital 
Corp. Trust 3; PECO Energy Transition Trust (PETT); ATNP Finance 
Company (ATNP), wholly-owned by PECO Wireless, LLC (PEWI); and PEC 
Financial Services, LLC (PEC), which is wholly-owned by PEWI.
Exempt Wholesale Generators
    AmerGen Energy Company, LLC (50% LLC membership interest held by 
PECO); AmerGen Vermont, LLC (owned by AmerGen).
Telecommunications Companies
    PECO Wireless, LLC (PEWI) is a wholly-owned LLC which serves as a 
holding company of PECO's telecommunications ventures and interests. 
AT&T Wireless PCS of Philadelphia, LLC (PPC), in which PEWI holds a 49% 
LLC membership interest, is a joint venture with AT&T Wireless 
Services. PECO Hyperion Telecommunications (d/b/a PECO Adelphia 
Communications) is a general partnership in which PECO is a 50% 
partner.
Real Estate Companies
    Eastern Pennsylvania Development Company (EPDC), EPDC owns Adwin 
Realty Company
Investments
    Energy Assets (f/k/a Energy Performance Services, Inc., f/k/a 
Heatac Energy) (EDPC owns a 10% interest); Adwin (Schuykill) 
Cogeneration, Inc. (inactive); Utility Competitive Advantage Fund I, 
LLC, (11% ownership interest); Enertech Capital Partners II (6.4% 
ownership interest); Energy Trading Company (ETC), wholly-owned by 
PECO, holds interests in: (1) WorldWide Web NetworX Corporation and (2) 
Entrade, Inc.; Exelon Ventures Corp., wholly-owned by PECO, is 
currently the holding company of Exelon Capital Partners. Exelon 
Ventures owns: UniGridEnergy LCC, a 50% joint venture and Exelon 
Capital Partners, Inc. Exelon Capital Partners, Inc. holds (1) a 12% 
interest in Extant, Inc., (2) a 14.9% interest in Permits Now (f/k/a 
Softcomp), (3) a 50% interest in CIC Global, LLC, (4) a  
16.8% interest in VITTS Network Group Inc., (5) a 34.88% interest 
(preferred stock) in OmniChoice.com, Inc. and (6) $500,000 of financing 
to Exotrope.
Infrastructure Service Companies
    Exelon Infrastructure Services, Inc. (EIS), owned approximately 95% 
by PECO, directly or indirectly holds all of the following companies: 
Exelon Infrastructure Services of PA, Inc., Chowns Communications, Inc. 
(CCI), Fischbach and Moore Electric, Inc., Syracuse Merit Electric, 
Inc., NEWCOTRA, Inc., Fischbach and Moore Electric, Incorporated (FMI), 
Fischbach and Moore Electical Contracting, Inc., T.H. Green Electric 
Co., Inc., Trinity Industries, Inc., OSP Consultants, Inc., 
International Communications Services, Inc., OSP Inc., OSP Servicios, 
S.A. de C.V. (Mexico), OSP Telecom, Inc., OSP Telcomm de Mexico, S.A. 
de C.V. (Mexico), OSP Telcom de Colombia, LTDA (in the process of 
liquidation), OSP Telecommunications, Ltd. (Bermuda), RJE Telecom, 
Inc., Utility Locate & Mapping Services, Inc., Dashiell Holdings Corp., 
Dashiell Corporation, Dacon Corporation, VSI Group Inc., International 
Vital Solutions Group, Inc., Michigan Trenching Service, Inc., and 
Lyons Equipment, Inc. The OSP foreign subsidiaries are inactive.
Other Energy Services Companies
    Adwin Equipment Company (AECO), Horizon Energy Company (f/k/a PECO 
Gas Supply Company) (inactive), and East Coast Natural Gas Cooperative, 
LLP (16.66% LLP interest).
Miscellaneous Companies
    Exelon Corporation (f/k/a NEWHOLDCO Corporation f/k/a PECO Energy 
Corporation), a wholly-owned inactive subsidiary of PECO will become 
the parent registered holding company in the Exelon system upon the 
consummation of the Merger, Exelon (Fossil) Holdings, Inc. (inactive), 
and The Proprietors of the Susquehanna Canal (inactive).
[FR Doc. 00-21751 Filed 8-24-00; 8:45 am]
BILLING CODE 8010-01-M