FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMONWEALTH EDISON COMPANY
(Exact name of registrant as specified in its charter)
Illinois 36-0938600
(State of Incorporation) (I.R.S. Employer
Identification No.)
37th Floor 60690-0767
10 South Dearborn Street (Zip Code)
Post Office Box 767
Chicago, Illinois
(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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$2.425 Cumulative New York Stock Exchange, Inc.
Preference Stock
(Liquidation Preference
$25 Per Share)
Securities to be registered pursuant to Section 12(g) of the Act:
None
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Item 1. Description of Registrant's Securities to be Registered.
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The information included under the caption "$2.425
Cumulative Preference Stock" and "Description of Stock" in the
Prospectus dated June 29, 1994, filed on July 1, 1994 pursuant to
Rule 424(b)(v) under the Securities Act of 1933, as amended, is
incorporated herein by reference.
Item 2. Exhibits.
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The following exhibits are filed herewith or
incorporated herein by reference. Documents indicated by an
asterisk (*) are incorporated herein by reference to the File No.
indicated.
*(4)-1 Restated Articles of Incorporation of the Company effective
February 20, 1985 (File No. 1-1839, Form 10-K for the year
ended December 31, 1985, Exhibit (3)-1).
*(4)-2 Statement of Resolution Establishing Series, relating to the
establishment of a new series of preference stock known as
the "$9.30 Cumulative Preference Stock," dated December 10,
1985 (File No. 1-1839, Form 10-K for the year ended December
31, 1992, Exhibit (3)-2).
*(4)-3 Statement of Resolution Establishing Series, relating to the
establishment of a new series of preference stock known as
the "$9.00 Cumulative Preference Stock," dated July 25, 1990
(File No. 1-1839, Form 10-K for the year ended December 31,
1990, Exhibit (3)-2).
*(4)-4 Statement of Resolution Establishing Series, relating to the
establishment of a new series of preference stock known as
the $6.875 Cumulative Preference Stock," dated May 21, 1993
(File No. 1-1839, Form 8-K dated May 21, 1993, Exhibit (3)-
1).
*(4)-5 By-Laws of the Company, effective September 2, 1988 (File
No. 1-1839, Form 10-Q for the quarter ended September 30,
1988, Exhibit (3)).
*(4)-6 Amendment to By-Laws of the Company, effective July 1, 1989
(File No. 1-1839, Form 10-Q for the quarter ended June 30,
1989, Exhibit (3)).
*(4)-7 Amendment to By-Laws of the Company, effective February 1,
1991 (File No. 1-1839, Form 10-K for the year ended December
31, 1990, Exhibit (3)-4).
*(4)-8 Amendment to By-Laws of the Company, effective September 10,
1992 (File No. 1-1839, Form 10-K for the year ended December
31, 1992, Exhibit (3)-6).
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(4)-9 Form BCA-6.10 statement of resolution establishing the
$2.425 Cumulative Preference Stock of the Company.
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SIGNATURE
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Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the Registrant has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, this 6th day of July,
1994.
COMMONWEALTH EDISON COMPANY
By: /s/ John C. Bukovski
-----------------------
John C. Bukovski
Vice President
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<PAGE>
LIST OF EXHIBITS TO FORM 8-A OF COMMONWEALTH EDISON COMPANY
-----------------------------------------------------------
Exhibit
-------
The following exhibits are filed herewith or
incorporated herein by reference. Documents indicated by an
asterisk (*) are incorporated herein by reference to the File No.
indicated.
*(4)-1 Restated Articles of Incorporation of the Company effective
February 20, 1985 (File No. 1-1839, Form 10-K for the year
ended December 31, 1985, Exhibit (3)-1).
*(4)-2 Statement of Resolution Establishing Series, relating to the
establishment of a new series of preference stock known as
the "$9.30 Cumulative Preference Stock," dated December 10,
1985 (File No. 1-1839, Form 10-K for the year ended December
31, 1992, Exhibit (3)-2).
*(4)-3 Statement of Resolution Establishing Series, relating to the
establishment of a new series of preference stock known as
the "$9.00 Cumulative Preference Stock," dated July 25, 1990
(File No. 1-1839, Form 10-K for the year ended December 31,
1990, Exhibit (3)-2).
*(4)-4 Statement of Resolution Establishing Series, relating to the
establishment of a new series of preference stock known as
the "$6.875 Cumulative Preference Stock," dated May 21, 1993
(File No. 1-1839, Form 8-K dated May 21, 1993, Exhibit (3)-
1).
*(4)-5 By-Laws of the Company, effective September 2, 1988 (File
No. 1-1839, Form 10-Q for the quarter ended September 30,
1988, Exhibit (3)).
*(4)-6 Amendment to By-Laws of the Company, effective July 1, 1989
(File No. 1-1839, Form 10-Q for the quarter ended June 30,
1989, Exhibit (3)).
*(4)-7 Amendment to By-Laws of the Company, effective February 1,
1991 (File No. 1-1839, Form 10-K for the year ended December
31, 1990, Exhibit (3)-4).
*(4)-8 Amendment to By-Laws of the Company, effective September 10,
1992 (File No. 1-1839, Form 10-K for the year ended December
31, 1992, Exhibit (3)-6).
(4)-9 Form BCA-6.10 statement of resolution establishing the
$2.425 Cumulative Preference Stock of the Company.
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Exhibit (4)-9
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FORM BCA 6.10: Statement of Resolution Establishing Series
(Secretary of State of Illinois)
1. CORPORATE NAME: Commonwealth Edison Company
2. The Board of Directors on July 1, 1994 duly adopted
the following resolution establishing and designating one or more
series and fixing and determining the relative rights and
preferences thereof:
RESOLVED, that, pursuant to authority expressly vested
in the Board of Directors by the Company's Restated Articles of
Incorporation, as amended, there be, and there hereby is,
established a series of the Preference Stock, without par value,
of the Company, the designation of such series, the number of
shares to be issuable therein, and certain of the terms and
provisions thereof to be as follows:
I. Designation of Series and Number of Shares to Be
Issuable Therein. The series of Preference Stock established
hereby shall be designated $2.425 Cumulative Preference Stock
(hereinafter called the "$2.425 Series"), in which 3,000,000
shares shall be issuable.
II. Dividends. Dividends shall be payable on the
shares of the $2.425 Series at the rate of $2.425 per share
per annum, and no more. The first dividend payable on
shares, if any, of the $2.425 Series issued on or prior to
August 1, 1994, shall accrue from the date of issue of the
first issued shares of the $2.425 Series. The first
dividend payment date for the shares of the $2.425 Series
shall be August 1, 1994.
III. Redemption. The $2.425 Series will not be
redeemable prior to August 1, 1999. On and after that date,
shares of the $2.425 Series may be called for redemption and
redeemed, at the option of the Company, in whole at any time
or in part from time to time, at a redemption price of $25
per share, plus accrued and unpaid dividends to the date of
redemption, and upon the notice and in the manner prescribed
in the applicable provisions of the Company's Articles of
Incorporation, as amended.
IV. Liquidation Prices. In the event of any voluntary
or involuntary liquidation, dissolution or winding up of the
Company, the holders of the $2.425 Series at the time
outstanding will be entitled to receive out of assets of the
Company available for distribution to shareholders, before
any distribution of assets is made to holders of Common
Stock or any other class of stock ranking junior to the
$2.425 Series upon liquidation, liquidating distributions in
the amount of
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$25 per share, plus accrued and unpaid dividends, if any,
thereon to the date fixed for payment and no more.
3. The undersigned corporation has caused this
statement to be signed by its duly authorized officers, each of
whom affirms, under penalties of perjury, that the facts stated
herein are true.
Dated: July 1, 1994 Commonwealth Edison Company
attested by /s/ David A. Scholz by /s/ J. C. Bukovski
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David A. Scholz, Secretary J. C. Bukovski, Vice President
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