<PAGE>
OMB APPROVAL
OMB NUMBER 3235-0145
EXPIRES: OCTOBER 3L, 1994
ESTIMATED AVERAGE BURDEN
HOURS PER RESPONSE . . . 14.90
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Commonwealth Edison Company
- -------------------------------------------------------------------------------
(Name of Issuer)
CUMULATIVE PREFERENCE STOCK WITHOUT PAR VALUE
- --------------------------------------------------------------------------------
(Title of Class of Securities)
202795746
------------------------------------------------
(CUSIP Number)
Check the following box if a fee is being paid with this statement / /. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SEC 1745 PAGE 1 OF 12 PAGES
<PAGE>
CUSIP NO. 202795746 13G PAGE 2 OF 12 PAGES
<TABLE>
<CAPTION>
<S> <C> <C>
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John Hancock Mutual Life Insurance Company
I.R.S. No. 04-1414660
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
N/A
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Commonwealth of Massachusetts
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
5 SOLE VOTING POWER
Number of
-0-
Shares
-----------------------------------------------------
Beneficially 6 SHARED VOTING POWER
Owned by Each -0-
Reporting -----------------------------------------------------
7 SOLE DISPOSITIVE POWER
Person
-0-
With
-----------------------------------------------------
8 SHARED DISPOSITIVE POWER
-0-
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
- -------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None except through its indirect, wholly-owned subsidiary, John Hancock
Advisers, Inc.
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
See line 9, above.
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IC, BD, IA, HC
- --------------------------------------------------------------------------------
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 2 OF 12 PAGES
<PAGE>
CUSIP NO. 202795746 13G PAGE 3 OF 12 PAGES
<TABLE>
<CAPTION>
<S> <C> <C>
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John Hancock Subsidiaries, Inc.
I.R.S. No. 04-2687223
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
N/A
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
5 SOLE VOTING POWER
Number of
-0-
Shares
----------------------------------------------------
Beneficially 6 SHARED VOTING POWER
Owned by Each -0-
Reporting -----------------------------------------------------
7 SOLE DISPOSITIVE POWER
Person
-0-
With
-----------------------------------------------------
8 SHARED DISPOSITIVE POWER
-0-
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None except through its indirect, wholly-owned subsidiary, John Hancock
Advisers, Inc.
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
See line 9, above.
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
HC
- --------------------------------------------------------------------------------
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 3 OF 12 PAGES
<PAGE>
CUSIP NO. 202795746 13G PAGE 4 OF 12 PAGES
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Berkeley Financial Group
I.R.S. No. 04-3145626
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
N/A
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Commonwealth of Massachusetts
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
5 SOLE VOTING POWER
Number of
-0-
Shares
-----------------------------------------------------
Beneficially 6 SHARED VOTING POWER
Owned by Each -0-
Reporting -----------------------------------------------------
7 SOLE DISPOSITIVE POWER
Person
-0-
With
-----------------------------------------------------
8 SHARED DISPOSITIVE POWER
-0-
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
- -------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None except through its direct, wholly-owned subsidiary, John Hancock
Advisers, Inc.
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
- -------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
See line 9, above.
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
HC
- --------------------------------------------------------------------------------
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 4 OF 12 PAGES
<PAGE>
CUSIP NO. 202795746 13G PAGE 5 OF 12 PAGES
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John Hancock Advisers, Inc.
I.R.S. No. 04-2441573
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
N/A
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
5 SOLE VOTING POWER
Number of
90,000
Shares
-----------------------------------------------------------------
Beneficially 6 SHARED VOTING POWER
Owned by Each -0-
Reporting -----------------------------------------------------------------
7 SOLE DISPOSITIVE POWER
Person
90,000
With
-----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
-0-
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
90,000
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.9%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IA
- --------------------------------------------------------------------------------
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 5 OF 12 PAGES
<PAGE>
INSTRUCTIONS FOR SCHEDULE 13G
Instructions for Cover Page
(1) Names and Social Security Numbers of Reporting Persons--Furnish the full
legal name of each person for whom the report is filed--i.e., each person
required to sign the schedule itself--including each member of a group. Do
not include the name of a person required to be identified in the report
but who is not a reporting person. Reporting persons are also requested to
furnish their Social Security or I.R.S. numbers, although disclosure of
such numbers are voluntary, not mandatory (see "SPECIAL INSTRUCTIONS FOR
COMPLYING WITH SCHEDULE 13G," below).
(2) If any of the shares benefically owned by a reprting person are held as a
member of a group and such membership is expressly affirmed, please check
row 2(a). If the membership in a group is disclaimed or the reporting
person describe a relationship with other persons but does not affirm
the existence of a group, please check row 2(b) [unless a joint filing
pursuant to Rule 13d-1(e)(1) in which case it may not be necessary to
check row 2(b)].
(3) The third row is for SEC internal use; please leave blank.
(4) Citizenship or Place of Organization--Furnish citizenship if the named
reporting person is a natural person. Otherwise furnish place of
organization.
(5)-(9), (11) Aggregate Amount Beneficially Owned By EAch Reporting Person,
Etc.--Rows (5) through (9) inclusive, and (11) are to be competed in
accordance with the provisions of Item 4 of Schedule 13G. All percentages
are to be rounded off the nearest tenth (one place after the deciaml
point).
(10) Check if the aggregate amount reported as beneficially owned in row (9)
does not include shares as to which beneficial ownership is disclaimed
pursuant to Rule 13d-4 [17 CFR 240.13d-4] under the Securities Exchange
Act of 1934.
(12) Type of Reporting Person--Please classify each "reporting" according to
the following breakdown (see Item __ of Schedule 13G) and place the
appropriate symbol on the form:
<TABLE>
<CAPTION>
Category Symbol
<S> <C>
Broker Dealer BD
Bank BK
Insurance Company IC
Investment Company IV
Investment Adviser IA
Employee Benefit Plan, Pension Fund,
or Endowment Fund EP
Parent Holding Company HC
Corporation CO
Partnership PN
Individual IN
Other OO
</TABLE>
Notes:
Attach as many copies of the second part of the cover page as are needed, one
reporting person per page.
Filing persons may, in order to avoid unnecessary duplication, answer items on
the schedules (Sehedule 13D, 13G or 14D-1) by appropriate cross references to an
item or items on the cover page(s). This approach may only be used where the
cover page item or items provide all the disclosure required by the schedule
item. Moreover, such a use of a cover page item will result in the item becoming
a part of the schedule and accordingly being considered as "filed" for purposes
of Section 18 of the Securities Exchange Act or otherwise subject to the
liabilities of that section of the Act.
Reporting persons may comply with their cover page filing requirements by
filing either complete copies of the blank forms available from the Commission,
printed or typed facsimiles, or computer printed facsimiles, provided the
documents filed have identical formats to the forms prescribed in the
Commission's regulations and meet existing Securities Exchange Act rules as to
such matters as clarity and size (Securities Exchange Act Rule 12b-12).
SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G
Under Sections 13(d), 13(g), and 23 of the Securities Exchange Act of 1934 and
the rules and regulations thereunder, the Commission is authorized to solicit
the information required to be supplied by this schedule by certain security
holders of certain issuers.
Disclosure of the information specified in this schedule is mandatory, except
for Social Security or I.R.S. identification numbers, disclosure of which is
voluntary. The information will be used for the purpose of determining and
disclosing the holdings of certain beneficial owners of certain equity
securities. This statement will be a matter of public record. Therefore, any
information given will be available for inspection by any member of the public.
Page 6 of 12 pages
<PAGE>
Because of the public nature of the information, the Commission can utilize it
for a variety of purposes, including referral to other governmental authorities
or securities self-regulatory organizations for investigatory purposes or in
connection with litigation involving the Federal securities laws or other civil,
criminal or regulatory statutes or provisions. Social Security or I.R.S.
identification numbers, if furnished, will assist the Commission in identifying
security holders and, therefore, in promptly processing statements of beneficial
ownership of securities.
Failure to disclose the information requested by this schedule, except for
Social Security or I.R.S. identification numbers, may result in civil or
criminal action against the persons involved for violation of the Federal
securities laws and rules promulgated thereunder.
GENERAL INSTRUCTIONS
A. Statements containing the information required by this schedule shall be
filed not later than February 14 following the calendar year covered by the
statement or within the time specified in Rule 13d-1(b)(2), if applicable.
B. Information contained in a form which is required to be filed by rules
under section 13(f)(15 U.S.C. 78m(f)) for the same calendar year as that
covered by a statement on this schedule may be incorporated by reference in
response to any of the items of this schedule. If such information is
incorporated by reference in this schedule, copies of the relevant pages of
such form shall be filed as an exhibit to this schedule.
C. The item numbers and captions of the items shall be included but the text of
the items is to be omitted. The answers to the items shall be so prepared
as to indicate clearly the coverage of the items without referring to the
text of the items. Answer every item. If an item is inapplicable or the
answer is in the negative, so state.
Item 1.
(a) Name of Issuer
(b) Address of Issuer's Principal Executive Offices
Item 2.
(a) Name of Person Filing
(b) Address of Principal Business Office or, if none, Residence
(c) Citizenship
(d) Title of Class of Securities
(e) CUSIP Number
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
check whether the person filing is a :
(a) [ ]Broker or Dealer registered under Section 15 of the Act
(b) [ ]Bank as defined in section 3(a)(6) of the Act
(c) [ ]Insurance Company as defined in section 3(a)(19) of the act
(d) [ ]Investment Company registered under section 8 of the Investment
Company Act
(e) [ ]Investment Adviser registered under section 203 of the Investment
Advisers Act of 1940
(f) [ ]Employee Benefit Plan, Pension Fund which is subject to the provisions
of the Employee Retirement Income Security Act of 1974 or Endowment
Fund; see (s)240.13d-1(b)(1)(ii)(F)
(g) [ ]Parent Holding Company, in accordance with (s)240.13d-(b)(ii)(G) (Note:
See Item 7)
(h) [ ]Group, in accordance with (s)240.13d-1(b)(1)(ii)(H)
Item 4. Ownership
If the percent of the class owned, as of December 31 of the year covered by
the statement, or as of the last day of any month described in Rule 13d-1(b)(2),
if applicable, exceeds five percent, provide the following information as of
that date and identify those shares which there is a right to acquire.
(a) Amount Beneficially Owned
(b) Percent of Class
Page 7 of 12 pages
<PAGE>
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
(ii) shared power to vote or to direct the vote
(iii) sole power to dispose or to direct the disposition of
(iv) shared power to dispose or to direct the disposition of
Instruction: For computations regarding securities which represent a right to
acquire an underlying security see Rule 13d-3(d)(1).
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following / /.
Instruction: Dissolution of a group requires a response to this item.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the
identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company has filed this schedule pursuant to Rule 13d-1(c), attach an
exhibit stating the identification of the relevant subsidiary.
Item 8. Identification and Classification of Members of the Group
If a group has filed this schedule pursuant to Rule 13d-1(b)(ii)(H), so
indicate under Item 3(h) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
to Rule 13d-1(c), attach an exhibit stating the identity of each member of the
group.
Item 9. Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.
Item 10. Certification
The following certification shall be included if the statement is filed
pursuant to Rule 13d-1(b):
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not have the effect of changing
or influencing the control of the issuer of such securities and were not
acquired in connection with or as a participant in any transaction having such
purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
---------------------------------
Date
---------------------------------
Signature
---------------------------------
Name/Title
Page 8 of 12 pages
<PAGE>
EXHIBIT A
JOINT FILING AGREEMENT
----------------------
John Hancock Mutual Life Insurance Company, John Hancock Subsidiaries,
Inc., The Berkeley Financial Group and John Hancock Advisers, Inc. agree that
the Schedule 13G to which this Agreement is attached, relating to the $6.875
Cumulative Preference Stock without Par Value of Commonwealth Edison Company is
filed on behalf of each of them.
JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY
By: /s/ JOHN T. FARADY
----------------------------------------
Name: JOHN T. FARADY
---------------------------------------
Dated: February 2, 1994 Title: VICE PRESIDENT and TREASURER
------------------- --------------------------------------
JOHN HANCOCK SUBSIDIARIES, INC.
By: /s/ JOHN T. FARADY
----------------------------------------
Name: JOHN T. FARADY
---------------------------------------
Dated: February 2, 1994 Title: VICE PRESIDENT and TREASURER
------------------- --------------------------------------
THE BERKELEY FINANCIAL GROUP
By: /s/ SUSAN S. NEWTON
----------------------------------------
Name: SUSAN S. NEWTON
---------------------------------------
Dated: January 31, 1994 Title: VICE PRESIDENT
------------------- --------------------------------------
JOHN HANCOCK ADVISERS, INC.
By: /s/ SUSAN S. NEWTON
----------------------------------------
Name: SUSAN S. NEWTON
---------------------------------------
Dated: January 31, 1994 Title: VICE PRESIDENT
------------------- --------------------------------------
PAGE 12 OF 12 PAGES
