[Federal Register Volume 70, Number 108 (Tuesday, June 7, 2005)]
[Notices]
[Pages 33225-33226]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E5-2898]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-27978]


Notice of Proposal To Amend Articles of Incorporation; Order 
Authorizing the Solicitation of Proxies

June 1, 2005.
    Notice is hereby given that the following filing has been made with 
the Commission pursuant to provisions of the Act and rules promulgated 
under the Act. All interested persons are referred to the declaration 
for complete statements of the proposed transactions summarized below. 
The declaration and any amendments are available for public inspection 
through the Commission's Branch of Public Reference.
    Interested persons wishing to comment or request a hearing on the 
declaration should submit their views in writing by June 24, 2005 to 
the Secretary, Securities and Exchange Commission, Washington DC 20549-
0609 and serve a copy on the declarant at the address specified below. 
Proof of service (by affidavit or, in case of an attorney at law, by 
certificate) should be filed with the request. Any request for hearing 
should specifically identify the issues of facts or law that are 
disputed. A person who so desires will be notified of any hearing, if 
ordered, and will receive a copy of any notice or order issued in this 
matter. After June 24, 2005, the declaration, as filed or amended, may 
be granted or permitted to become effective.

Exelon Corporation (70-10291)

    Exelon Corporation (``Exelon''), 10 South Dearborn Street, 37th 
Floor, Chicago, Illinois, 60603, a registered holding company, has 
filed a declaration, as amended (``Declaration'') under sections 6(a), 
7 and 12(e) of the Public Utility Holding Company Act of 1935 as 
amended (``Act''), and rules 54 and 62 under the Act.
    Exelon seeks authority to amend its Amended and Restated Articles 
of Incorporation to increase the amount of the Exelon's authorized 
capital stock and authority to solicit the proxies of the holders of 
common stock of Exelon.
    On December 20, 2004, Exelon and Public Service Enterprise Group 
Incorporated (``PSEG''), an electric and gas utility holding company 
that claims exemption from registration pursuant to rule 2 under 
section 3(a)(1) of the Act, entered into an Agreement and Plan of 
Merger (``Merger Agreement'').\1\ Under the terms of the Merger 
Agreement, PSEG would merge into Exelon (``Merger''), thereby ending 
the separate corporate existence of PSEG. Each PSEG shareholder will be 
entitled to receive 1.225 shares of Exelon common stock for each PSEG 
share held and cash in lieu of any fraction of an Exelon share that a 
PSEG shareholder would have otherwise been entitled to receive. Exelon 
common stock will be unaffected by the Merger, with each issued and 
outstanding share remaining outstanding following the Merger as a share 
in the surviving company. Upon completion of the Merger, Exelon will 
change its name to Exelon Electric & Gas Corporation (``Exelon'').
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    \1\ The Merger is subject to a number of conditions, including 
the approval of the Commission under the Act and other regulatory 
approvals. On March 15, 2005 Exelon filed an application with this 
Commission seeking approval of the Merger and related transactions. 
SEC File No. 70-10294.
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    As the surviving company in the Merger, Exelon will remain the 
ultimate corporate parent of Commonwealth Edison Company (``ComEd''), 
PECO Energy Company (``PECO''), Exelon Generation Company, LLC 
(``Exelon Generation'') and the other Exelon subsidiaries, and become 
the ultimate corporate parent of Public Service Electric and Gas 
Company (``PSE&G''), a public utility company under the Act, and the 
other PSEG subsidiaries.
    Exelon will continue to be a registered public utility holding 
company under the Act, and ComEd, PECO and PSE&G will continue to be 
operating franchised public utility companies. Exelon will remain 
headquartered in Chicago, but will also have energy trading and nuclear 
headquarters in southeastern Pennsylvania and generation headquarters 
in Newark, New Jersey. PSE&G will remain headquartered in Newark. PECO 
will remain headquartered in Philadelphia and ComEd will remain 
headquartered in Chicago.
    Under the terms of the Merger Agreement, Exelon and PSEG have 
agreed to convene meetings of their respective shareholders for the 
purpose of obtaining required stockholder approvals relating to the 
Merger. Exelon will seek to obtain the affirmative vote of a majority 
of votes cast by holders of the outstanding shares of the common stock 
of Exelon (``Exelon Shares'') represented at the Exelon shareholders 
meeting (``Exelon Shareholders Meeting'') (provided that at least a 
majority of the Exelon Shares are represented in person or by proxy at 
such meeting). Exelon is seeking authority to solicit proxies with 
respect to proposals for Exelon shareholders to approve the issuance of 
shares of Exelon common stock as contemplated by the Merger Agreement, 
and an amendment to Exelon's Amended and Restated Articles of 
Incorporation to increase the number of authorized shares of Exelon 
common stock from 1,200,000,000 to 2,000,000,000. In addition, Exelon's 
shareholders will be asked to vote on the election of five directors to 
Exelon's Board of Directors, the ratification of the Company's 
independent accountants for 2005, and the approval of the Exelon 2006 
Long-Term Incentive Plan and the Exelon Employee Stock Purchase Plan 
for Unincorporated Subsidiaries.
    Exelon further asks the Commission to issue an order authorizing 
Exelon to amend its Amended and Restated Articles of Incorporation to 
increase the number of authorized shares of Exelon common stock from 
1,200,000,000 to 2,000,000,000.
    Fees and expenses in the estimated amount of $2,140,750.00 are 
expected by Exelon to be incurred in connection

[[Page 33226]]

with the proposed transactions (including costs associated with the 
solicitation of proxies). Exelon states that no state or federal 
commission, other than this Commission, has jurisdiction over the 
transactions proposed in the Application.
    Exelon has filed its proxy solicitation materials and requests that 
its proposal to solicit proxies be permitted to become effective 
immediately, as provided in rule 62(d) under the Act. It appears to the 
Commission that the Declaration, with respect to the proposed 
solicitation of proxies, should be permitted to become effective 
immediately under rule 62(d).
    It is ordered, under rule 62 under the Act, that the Declaration 
regarding the proposed solicitation of proxies be, and it hereby is, 
permitted to become effective immediately, subject to the terms and 
conditions contained in rule 24 under the Act.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary. 4
[FR Doc. E5-2898 Filed 6-6-05; 8:45 am]
BILLING CODE 8010-01-P