<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): April 23, 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 ("ComEd"), a subsidiary of Unicom
Corporation ("Unicom"), issued a news release on April 23, 1998 (a
copy of which is filed as an exhibit to this report and is hereby
incorporated by reference) announcing that ComEd had filed an
application with the Illinois Commerce Commission that seeks approval
for ComEd to issue up to $3.4 billion in asset-backed securities,
which will be secured by certain revenue streams of ComEd. The
issuance of the asset-backed securities is permitted by the Illinois
Electric Service Customer Choice and Rate Relief Act of 1997. ComEd
indicated that it plans to use the proceeds of the sale of the
asset-backed securities to refinance its debt and equity, and
anticipates using between $750 million and $1.14 billion to
repurchase shares of ComEd common stock held by Unicom. Unicom in
turn will use the funds it receives from ComEd's share repurchase to
repurchase shares of Unicom's common stock, which is publicly traded.
The Boards of Directors of Unicom and ComEd have each approved the
repurchase of up to 33 million shares of common stock. ComEd plans
to use the remaining proceeds to redeem preference stock and debt.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
No financial statements or pro forma financial information are
required to be filed as a part of this report. The exhibit filed as
part of this report is listed in the Exhibit Index hereto.
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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: April 23, 1998 By: Robert E. Berdelle
------------------------
Robert E. Berdelle
Comptroller
COMMONWEALTH EDISON COMPANY
(Registrant)
Date: April 23, 1998 By: Robert E. Berdelle
------------------------
Robert E. Berdelle
Comptroller
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
1. None
2. None
4. None
16. None
17. None
20. None
23. None
24. None
27. None
99. News release dated April 23, 1998 issued by Commonwealth
Edison Company
<PAGE>
Exhibit (99)
Unicom Corporation and Commonwealth Edison Company
Form 8-K File Nos. 1-11375 and 1-1839
<News Release> <ComEd Letterhead>
From: Corporate Communications
One First National Plaza
Chicago, IL 60690
http://www.ucm.com
Contact: Matthew Triaca
312-394-3003 FOR IMMEDIATE RELEASE
7:00am CST, Thursday April 23, 1998
ComEd Seeks ICC Approval to Issue $3.4 Billion
in Asset-Backed Securities
Chicago - ComEd, a subsidiary of Unicom Corporation,
announced today a filing with the Illinois Commerce Commission
(ICC) that seeks approval for the utility to issue up to $3.4
billion in asset-backed securities, which will be secured by
certain revenue streams of the company.
The Illinois Electric Service Customer Choice and Rate Relief Law
of 1997 permits ComEd to issue a total of up to $6.8 billion of
asset-backed securities, which is one-half of its total 1996
capitalization. Up to $3.4 billion can be issued between August
1998 and August 1999. ComEd plans to use the proceeds to
refinance its debt and equity.
According to Unicom/ComEd Vice President and Treasurer Ruth
Ann Gillis, refinancing capital will ultimately help facilitate
ComEd's transition to the competitive marketplace.
"As electricity choice comes to Illinois, it is important
that ComEd use available tools to prepare the company for
competition," said Gillis. "Asset-backed securities typically
carry a high quality credit rating and favorable interest rates.
Therefore, refinancing debt and equity with such securities will
reduce the cost of capital, strengthen ComEd and Unicom's
financial position, and enhance shareholder value."
The company anticipates that between $750 million and $1.14
billion of the proceeds will be used to repurchase shares of
Unicom's stock. At current market prices, this would represent
22 million to 33 million shares, or 10 to 15 percent of
outstanding common stock. The Boards of Directors of Unicom and
ComEd have approved the repurchase of up to 33 million shares of
common stock. The remaining proceeds will be used to redeem
preference stock and debt.
(more)
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ComEd Seeks ICC Approval
April 23, 1998
Page 2
ComEd has named Goldman, Sachs & Co. the lead manager.
Salomon Smith Barney and Merrill Lynch & Co. will be the co-lead
managers.
ComEd, a subsidiary of Chicago-based Unicom Corporation
(NYSE:UCM), is engaged primarily in the production, purchase,
transmission, distribution and sale of electricity to wholesale
and retail customers. ComEd provides service across the
northern fifth of Illinois, serving about 3.4 million customers,
or 70 percent of the state's population.
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Analysts/Investors contact: Eunice Collins
312-394-8354
