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EX-99 - EXHIBIT 99 - PEPCO HOLDINGS LLCt1402313_ex99.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):        November 20, 2014      

 

State or Other
Jurisdiction of
Incorporation
  Exact Name of Registrant as specified in its Charter,
Address of Principal Executive Offices, Zip Code and
Telephone Number (Including Area Code)
  Commission
File Number
  IRS Employer
Identification No.
             
Delaware  

PEPCO HOLDINGS, INC.

701 Ninth Street, N.W.

Washington, D.C. 20068

Telephone: (202)872-2000

  001-31403   52-2297449
             
District of Columbia and Virginia  

POTOMAC ELECTRIC POWER COMPANY

701 Ninth Street, N.W.

Washington, D.C. 20068

Telephone: (202)872-2000

  001-01072   53-0127880
             
Delaware and Virginia  

DELMARVA POWER & LIGHT COMPANY

500 North Wakefield Drive

Newark, DE 19702

Telephone: (202)872-2000

  001-01405   51-0084283
             
New Jersey  

ATLANTIC CITY ELECTRIC COMPANY

500 North Wakefield Drive

Newark, DE 19702

Telephone: (202)872-2000

  001-03559   21-0398280

 

Not Applicable
(Former name or former address, if changed since last report.)

  

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:

 

¨ 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))

 

THIS COMBINED FORM 8-K IS BEING SEPARATELY FILED BY EACH OF PEPCO HOLDINGS, INC., POTOMAC ELECTRIC POWER COMPANY, DELMARVA POWER & LIGHT COMPANY AND ATLANTIC CITY ELECTRIC COMPANY. INFORMATION CONTAINED HEREIN RELATING TO ANY INDIVIDUAL REGISTRANT IS FILED BY SUCH REGISTRANT ON ITS OWN BEHALF. NO REGISTRANT MAKES ANY REPRESENTATION AS TO INFORMATION RELATING TO ANY OTHER REGISTRANT.

 

 

 
  

 

Item 8.01.           Other Events.

 

As previously disclosed, on April 29, 2014, Pepco Holdings, Inc., a Delaware corporation (Pepco Holdings), entered into an Agreement and Plan of Merger with Exelon Corporation, a Pennsylvania corporation (Exelon), and Purple Acquisition Corp., a Delaware corporation and an indirect, wholly owned subsidiary of Exelon (Merger Sub), which was amended and restated on July 18, 2014, providing for the merger of Merger Sub with and into Pepco Holdings (the Merger), with Pepco Holdings surviving the Merger as a wholly owned subsidiary of Exelon. Consummation of the Merger is subject to, among other things, regulatory approval from the Federal Energy Regulatory Commission (FERC).

 

On November 20, 2014, FERC issued an order approving the Merger. The news release dated November 21, 2014 announcing the FERC approval of the Merger has been filed as Exhibit 99 to this Form 8-K. A copy of the Order has been made available on Pepco Holdings’ Web site, which may be accessed through the “Regulatory Filings” hyperlink on the Investor Relations page of Pepco Holdings’ Web site (http://www.pepcoholdings.com).

 

Item 9.01.           Financial Statements and Exhibits.

(d)    Exhibits

Exhibit
No.

 

Description of Exhibit

   
99   News Release of Pepco Holdings and Exelon dated November 21, 2014.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  PEPCO HOLDINGS, INC.
              (Registrants)
   
Date: November 21, 2014   /s/ DAVID M. VELAZQUEZ
      Name:  David M. Velazquez
Title:    Executive Vice President

 

  POTOMAC ELECTRIC POWER COMPANY
DELMARVA POWER & LIGHT COMPANY
ATLANTIC CITY ELECTRIC COMPANY
              (Registrant)
   
Date: November 21, 2014   /s/ DAVID M. VELAZQUEZ
      Name:  David M. Velazquez
Title:    President and Chief Executive Officer

 

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EXHIBIT INDEX

 

Exhibit No.   Description of Exhibit
     
99   News Release of Pepco Holdings and Exelon dated November 21, 2014.