Summary
Exelon Corporation (EXC) has filed an 8-K detailing a material definitive agreement entered into on November 8, 2004, with Oliver D. Kingsley, the former President of Exelon who retired on November 1, 2004. This agreement primarily concerns the repurchase of Exelon common shares held by Mr. Kingsley. The agreement outlines a structured plan for Exelon to repurchase a significant number of Mr. Kingsley's shares in two tranches, on November 17, 2004, and February 9, 2005. The repurchase price will be based on the average closing price of Exelon's stock over a specific ten-day trading period prior to each repurchase date, reflecting a market-based valuation. Additionally, Mr. Kingsley has agreed to restrictions on transferring his remaining shares until May 1, 2005, and January 1, 2006, with provisions for transfers to family trusts.
Key Highlights
- 1Exelon Corporation entered into a share repurchase agreement with former President Oliver D. Kingsley on November 8, 2004.
- 2The agreement provides for the repurchase of 172,765 Exelon shares on November 17, 2004.
- 3A second repurchase of 187,235 Exelon shares is scheduled for February 9, 2005.
- 4The repurchase price will be determined by the weighted-average closing prices of Exelon common stock over a ten-day trading period preceding each repurchase date.
- 5Mr. Kingsley is subject to restrictions on transferring his remaining shares until May 1, 2005, and January 1, 2006.
- 6The agreement includes provisions for transfers to specified family trusts, which would then be bound by the same transfer restrictions.
- 7This filing also contains forward-looking statements subject to risks and uncertainties, as detailed in Exelon's previous filings.