<PAGE>
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): December 17, 1998
Commission Registrant; State of Incorporation; IRS Employer
File Number Address; and Telephone Number Identification No.
1-11375 UNICOM CORPORATION 36-3961038
(an Illinois corporation)
37th Floor, 10 South Dearborn Street
Post Office Box A-3005
Chicago, Illinois 60690-3005
312/394-7399
1-1839 COMMONWEALTH EDISON COMPANY 36-0938600
(an Illinois corporation)
37th Floor, 10 South Dearborn Street
Post Office Box 767
Chicago, Illinois 60690-0767
312/394-4321
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Item 5. Other Events.
Commonwealth Edison Company announced on December 16, 1998
it had closed, and received the proceeds from, its issuance of
$3.4 billion in asset-backed securities. As approved by the
Illinois Commerce Commission, these proceeds will be used to
reduce the company's cost of capital through debt and equity
redemptions.
ComEd is redeeming $788 million in debt and $534 million in
preference stock in January and February 1999 following approval
by its board of directors. The company also announced that it
will use approximately $500 million in proceeds to reduce short-
term debt. Details on the redemptions are given below:
FIRST MORTGAGE BONDS
TO BE REDEEMED JANUARY 27, 1999*
<TABLE>
<CAPTION>
RATE (%) SERIES ORIGINAL PRINCIPAL ($M) REDEMPTION
MATURITY PRICE**
DATE
<S> <C> <C> <C> <C>
9.125 79 10/15/2021 125 105.74%
8.875 77 10/01/2021 100 105.19%
8.125 35 01/15/2007 180 101.84%
8.000 26 10/15/2003 125 101.24%
7.625 25 06/01/2003 100 101.09%
7.500 22 01/01/2001 100 100.28%
$730
</TABLE>
*On the redemption date, these bonds will cease to bear interest.
**Plus accrued unpaid interest through the redemption date.
SINKING FUND DEBENTURES
TO BE REDEEMED FEBRUARY 15, 1999*
<TABLE>
<CAPTION>
RATE SERIES PRINCIPAL($M) REDEMPTION PRICE**
<S> <C> <C> <C>
7.625% 1, due February 15, 2003 2 100.25%
(SINKING FUND REDEMPTION)
7.625% 1, due February 15, 2003 56 101.13%
(OPTIONAL REDEMPTION)
58
</TABLE>
*On the redemption date, these bonds will cease to bear interest.
**Plus accrued unpaid interest through the redemption date.
<PAGE>
PREFERENCE STOCK
TO BE REDEEMED JANUARY 19, 1999
<TABLE>
<CAPTION>
SERIES PRINCIPAL ($M) REDEMPTION PRICE*
<S> <C> <C>
$8.40 74 $ 101.00
8.38 74 100.16
2.00 52 26.04
1.96 52 27.11
1.90 106 25.25
7.24 74 101.00
9.25 45 103.00
8.85 19 101.00
8.40B 24 101.00
8.20 14 101.00
$534
</TABLE>
*Plus accrued and unpaid dividends through the redemption date.
Costs related to the early redemption of long-term debt and
preference stock are expected to reduce net income on common
stock by $27 million (after tax) in the first quarter of 1999.
Notice of redemption of the first mortgage bonds will be
published, and registered holders of the first mortgage bonds,
sinking fund debentures and preference stock to be redeemed, will
be mailed notices of redemption.
The Company said it expects to announce further information
on debt and equity buy-backs in January.
In separate press releases, ComEd announced quarterly
dividends for its common stock and three classes of preferred and
preference stock that were not called and Unicom announced common
stock dividends of 40 cents per share. All dividends are payable
February 1, 1999 to shareholders of record at 5 p.m. (New York
time) December 31, 1998.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrants have duly caused this report to be
signed on their behalf by the undersigned thereunto duly
authorized.
UNICOM CORPORATION
(Registrant)
Date: December 17, 1998 By: John C. Bukovski
----------------------
John C. Bukovski
Senior Vice President
COMMONWEALTH EDISON COMPANY
(Registrant)
Date: December 17, 1998 By: John C. Bukovski
------------------------
John C. Bukovski
Senior Vice President
