What is the primary purpose of this 8-K filing?

The primary purpose of this 8-K filing is to provide additional information and reiterate forward-looking statements concerning the proposed merger between Exelon Corporation and Public Service Enterprise Group Incorporated (PSEG). It outlines potential benefits, integration plans, and importantly, the significant risks and uncertainties associated with the transaction.

What are the main risks associated with the Exelon-PSEG merger mentioned in the filing?

The filing highlights several key risks, including the possibility of not obtaining required shareholder or regulatory approvals, delays or adverse conditions imposed by regulators, challenges in integrating the businesses, failure to achieve expected synergies, unexpected merger costs or liabilities, potential impact on credit ratings, difficulties with nuclear generating facilities, and the realization of expected values from asset divestitures.

Where can investors find more detailed information about the proposed merger?

Investors are strongly urged to read the definitive joint proxy statement/prospectus, which is part of the Registration Statement on Form S-4 filed with the SEC (Registration No. 333-122704). This document will contain crucial information about both Exelon and PSEG, as well as the proposed merger. It will be available on the SEC's website (www.sec.gov) and can be obtained directly from Exelon or PSEG Investor Relations once available.

What is the significance of the exhibits listed in Item 9.01?

The exhibits listed, particularly the joint press release (Exhibit 99.1) and the answer in connection with the application for authorization of disposition of jurisdictional assets (Exhibit 99.2), indicate that the companies are actively communicating about the merger and progressing through necessary regulatory steps, such as seeking approvals for asset dispositions related to the transaction.

EXC 8-K SEC Disclosure — May 10, 2005

Summary

This 8-K filing by Exelon Corporation and its subsidiaries, along with Public Service Enterprise Group Incorporated (PSEG) and its subsidiaries, primarily concerns the proposed merger between Exelon and PSEG. The filing reiterates the forward-looking statements made regarding the merger, emphasizing potential benefits, integration plans, and expected financial and operational outcomes. It also details the significant risks and uncertainties that could impact the successful completion and eventual performance of the combined entity, including regulatory approvals, shareholder consents, integration challenges, and potential divestitures. Investors are urged to review the definitive joint proxy statement/prospectus filed on Form S-4, which will provide comprehensive details on the merger, the companies involved, and associated risks. The filing also lists exhibits, including a press release and an answer related to the disposition of jurisdictional assets, indicating ongoing procedural steps related to the merger.

Key Highlights

1Filing jointly made by Exelon, ComEd, PECO, Exelon Generation, PSEG, PSE&G, PSEG Power, and PSEG Holdings regarding the proposed merger.
2Contains forward-looking statements regarding the benefits, integration, and financial/operational expectations of the merger.
3Details numerous risks and uncertainties that could affect the merger's completion and the combined company's performance, including regulatory hurdles, shareholder approvals, integration difficulties, and potential divestitures.
4Investors are strongly encouraged to read the definitive joint proxy statement/prospectus on Form S-4 for detailed information.
5Mentions that directors and officers of Exelon and PSEG may be considered participants in proxy solicitation for the transaction.
6Exhibits include a joint press release and an answer concerning the disposition of jurisdictional assets, suggesting progress in regulatory processes.
7The filing emphasizes that forward-looking statements are based on current expectations and actual results may differ materially.

EXELON CORP 8-K Report, Corporate Update (May 10, 2005)

Summary

Key Highlights

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