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): March 22, 1999
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
On March 22, 1999, Commonwealth Edison Company
("ComEd") entered into an Asset Sale Agreement providing for the
sale of substantially all of the assets of its fossil generation
business to Edison Mission Energy for a cash purchase price of
$4.813 billion. The assets include ComEd's six coal-fired
generating plants, an oil and gas-fired plant, and nine peaking
unit sites, which together represent an aggregate generating
capacity of approximately 9,772 megawatts. Completion of the
sale is subject to certain regulatory filings and approvals and
is expected to occur during the fourth quarter of 1999.
The sale is expected to produce a net after-tax gain of
approximately $1.7 billion after recognizing the costs associated
with ComEd's long-term coal contract obligations and certain
employee related costs. However, the net gain will be offset by
the after-tax effect of amortization of the regulatory asset
established in 1998 as a result of an impairment evaluation of
production plant costs. At December 31, 1998, the regulatory
asset for impaired production plant was approximately $3.0
billion and is expected to be fully amortized by year end 1999 as
a result of the gain on the fossil plants. Net cash proceeds
from the sale are expected to exceed $3 billion and will be used
to fund ComEd's program to reinforce and enhance its transmission
and distribution system, to support ComEd's improvement of its
nuclear generation operations and to provide a foundation for
growth in other business opportunities.
As part of the sale transaction, ComEd will enter into
transitional power purchase agreements with the buyer. The
agreement regarding the coal-fired units would cover a declining
number of generating units over a five-year term, subject to an
option in favor of ComEd to restore some or all of the units in
later years of the agreement. The agreements regarding the oil
and gas-fired plant and the peaking units cover the entire
capacity of such generating units for a five-year term, subject
to ComEd's option commencing in year three to terminate the
agreements as to some or all of the generating units.
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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: March 22,1999 By: John C. Bukovski
------------------------
John C. Bukovski
Senior Vice President
COMMONWEALTH EDISON COMPANY
(Registrant)
Date: March 22, 1999 By: John C. Bukovski
-------------------------
John C. Bukovski
Senior Vice President
