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): October 28, 2015
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State or Other Jurisdiction of Incorporation
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Exact Name of Registrant as specified in its Charter, Address of Principal Executive Offices, Zip Code and Telephone Number (Including Area Code)
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Commission File Number
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IRS Employer Identification No.
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Delaware
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PEPCO HOLDINGS, INC.
701 Ninth Street, N.W.
Washington, D.C. 20068
Telephone: (202) 872-2000
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001-31403
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52-2297449
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New Jersey
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ATLANTIC CITY ELECTRIC COMPANY
500 North Wakefield Drive
Newark, DE 19702
Telephone: (202) 872-2000
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001-03559
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21-0398280
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District of Columbia and Virginia
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POTOMAC ELECTRIC POWER COMPANY
701 Ninth Street, N.W.
Washington, D.C. 20068
Telephone: (202)872-2000
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001-01072
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53-0127880
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Delaware and Virginia
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DELMARVA POWER & LIGHT COMPANY
500 North Wakefield Drive
Newark, DE 19702
Telephone: (202)872-2000
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001-01405
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51-0084283
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Not Applicable
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(Former name or former address, if changed since last report.)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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THIS COMBINED FORM 8-K IS BEING SEPARATELY FILED BY EACH OF PEPCO HOLDINGS, INC., ATLANTIC CITY ELECTRIC COMPANY, POTOMAC ELECTRIC POWER COMPANY AND DELMARVA POWER & LIGHT 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 (the Merger Agreement), 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.
As previously disclosed, on June 18, 2014, Pepco Holdings and its wholly owned subsidiary Potomac Electric Power Company (Pepco), Exelon, and certain of their respective affiliates (collectively, the Joint Applicants), filed an application with the District of Columbia Public Service Commission (the DCPSC) seeking approval of the Merger. On September 28, 2015, the Joint Applicants filed an application for reconsideration with the DCPSC requesting reconsideration of the DCPSC’s August 27, 2015 order denying the merger application.
On October 6, 2015, the Joint Applicants entered into a Nonunanimous Full Settlement Agreement and Stipulation (the Settlement Agreement) with the District of Columbia Government, the Office of the People’s Counsel and other parties, and filed with the DCPSC a Motion of Joint Applicants to Reopen the Record in Formal Case No. 1119 to Allow for Consideration of the Settlement Agreement (the Motion to Reopen), requesting that the DCPSC consider approval of the Merger on such terms and conditions set forth in the Settlement Agreement.
On October 28, 2015, the DCPSC announced at a public meeting that it had approved the Motion to Reopen and set a procedural schedule for its review of this matter that would require all briefs to be filed by December 18, 2015. Although District of Columbia law does not impose any time limit on the DCPSC’s review of the Merger, the procedural schedule issued by the DCPSC would permit a decision on the Merger in the first quarter of 2016.
Once issued, a copy of the written order of the DCPSC will made available on Pepco Holdings’ Web site (http://www.pepcoholdings.com). Investors may access copies of this information (among other documents and information) through the “Regulatory Filings” hyperlink on the Investor Relations page of this Web site.
Cautionary Statements Regarding Forward-Looking Information
Certain of the matters discussed in this Current Report on Form 8-K constitute “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, both as amended by the Private Securities Litigation Reform Act of 1995. Words such as “may,” “might,” “will,” “should,” “could,” “anticipate,” “estimate,” “expect,” “predict,” “project,” “future”, “potential,” “intend,” “seek to,” “plan,” “assume,” “believe,” “target,” “forecast,” “goal,” “objective,” “continue” or the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding benefits of the proposed Merger, integration plans and expected synergies, the expected timing of completion of the Merger, anticipated future financial
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and operating performance and results, including estimates for growth. These statements are based on the current expectations of management of Pepco Holdings and its utility subsidiaries. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this Current Report on Form 8-K. For example, (1) uncertainty surrounding the DCPSC’s review and approval of the Merger on the terms set forth in the Settlement Agreement; (2) conditions to the closing of the Merger may not be satisfied; (3) problems may arise in successfully integrating the businesses of the companies, which may result in the combined company not operating as effectively and efficiently as expected; (4) the combined company may be unable to achieve cost-cutting synergies or it may take longer than expected to achieve those synergies; (5) the Merger may involve unexpected costs, unexpected liabilities or unexpected delays, or the effects of purchase accounting may be different from the companies’ expectations; (6) the credit ratings of the combined company or its subsidiaries may be different from what the companies expect; (7) the businesses of Pepco Holdings and its utility subsidiaries may suffer as a result of uncertainty surrounding the Merger; (8) Pepco Holdings and its utility subsidiaries may not realize the values expected to be obtained for properties expected or required to be sold; (9) the industry may be subject to future regulatory or legislative actions that could adversely affect Pepco Holdings and its utility subsidiaries; and (10) Pepco Holdings and its utility subsidiaries may be adversely affected by other economic, business, and/or competitive factors. Other unknown or unpredictable factors could also have material adverse effects on future results, performance or achievements of the combined company. Therefore, forward-looking statements are not guarantees or assurances of future performance, and actual results could differ materially from those indicated by the forward-looking statements. Discussions of some of these other important factors and assumptions are contained in Pepco Holdings’ and its utility subsidiaries’ filings with the Securities and Exchange Commission (SEC), and available at the SEC’s website at www.sec.gov, including: (1) the definitive proxy statement that Pepco Holdings filed with the SEC on August 12, 2014 and mailed to its stockholders in connection with the proposed Merger; (2) Pepco Holdings’ Current Report on Form 8-K filed with the SEC on September 12, 2014, which provides supplemental disclosures to the definitive proxy statement; (3) Pepco Holdings’ and its utility subsidiaries’ Annual Report on Form 10-K for the year ended December 31, 2014 in (a) Part I, Item 1A. “Risk Factors,” (b) Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and (c) Note (16), “Commitments and Contingencies” to the consolidated financial statements of Pepco Holdings included in Part II, Item 8. “Financial Statements and Supplementary Data; and (4) Pepco Holdings’ and its utility subsidiaries’ Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 in (a) Part I, Item 1. “Financial Statements,” (b) Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and (c) Part II, Item 1A. “Risk Factors.” In light of these risks, uncertainties, assumptions and factors, the forward-looking events discussed in this communication may not occur. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this communication. Pepco Holdings and its utility subsidiaries do not undertake any obligation to publicly release any revision to these forward-looking statements to reflect events or circumstances after the date of this communication. New factors emerge from time to time, and it is not possible for Pepco Holdings or its utility subsidiaries to predict all such factors. Furthermore, it may not be possible to assess the impact of any such factor on Pepco Holdings’ or its utility subsidiaries’ businesses or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. Any specific factors that may be provided should not be construed as exhaustive.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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PEPCO HOLDINGS, INC.
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DELMARVA POWER & LIGHT COMPANY
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POTOMAC ELECTRIC POWER COMPANY
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ATLANTIC CITY ELECTRIC COMPANY
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Date:
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October 28, 2015
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/s/ JOSEPH M. RIGBY
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Name:
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Joseph M. Rigby
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Title:
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Chairman of the Board, President and Chief Executive Officer of Pepco Holdings, Inc., and Chairman of Potomac Electric Power Company, Delmarva Power & Light Company and Atlantic City Electric Company
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