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): January 7, 2000
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
<PAGE>
Item 5. Other Events
Unicom Corporation and PECO Energy Company issued a press release
today announcing their agreement to accelerate the repurchase of
stock and to adjust shareholder consideration under their
Agreement and Plan of Exchange and Merger, dated as of September
22, 1999. The press release is attached as Exhibit 99 and
incorporated herein by reference.
<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: January 7, 2000 By: Ruth Ann M. Gillis
------------------------
Ruth Ann M. Gillis
Senior Vice President
COMMONWEALTH EDISON COMPANY
(Registrant)
Date: January 7, 2000 By: Ruth Ann M. Gillis
-------------------------
Ruth Ann M. Gillis
Senior Vice President
<PAGE>
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. Press release dated January 7, 2000
FOR IMMEDIATE RELEASE
Friday, January 7, 2000
PECO ENERGY AND UNICOM AGREE TO ACCELERATE REPURCHASE OF
$1.5 BILLION IN STOCK AND ADJUST SHAREHOLDER CONSIDERATION
Chicago, IL and Philadelphia, PA-Unicom Corporation
(NYSE: UCM) and PECO Energy Company (NYSE: PE) today
announced that their respective Boards of Directors have
approved the accelerated repurchase of $1.5 billion in stock
prior to the closing of their previously announced merger.
The acceleration takes advantage of the companies' lower
current stock prices. Additionally, the Boards adjusted the
consideration to be received by shareholders in the merger
forming Exelon Corporation.
Unicom intends to repurchase approximately $1.0 billion
of its outstanding shares and PECO Energy intends to
repurchase approximately $500 million of its outstanding
shares prior to closing. At closing, Unicom shareholders
will receive 0.875 shares of Exelon common stock and $3.00
in cash for each of their shares of Unicom common stock; the
cash consideration component totals approximately $500
million. PECO Energy shareholders will receive one share of
Exelon common stock for each share of PECO Energy common
stock that they own. The cash election feature of the
transaction has been eliminated. Overall, the revised merger
consideration is designed to be comparable to that of the
original agreement.
"Shareholders are getting enhanced value in Exelon,
while retaining the benefits of the original agreement.
These pre-closing stock repurchases reflect our belief that
Unicom and PECO Energy represent tremendous values at
current stock prices, and our certainty in the success of
this merger of equals," said Unicom Chairman, President and
CEO John W. Rowe.
"Even as we pursue regulatory approvals, we continue to
take advantage of opportunities to increase shareholder
value. We believe that these steps will have a positive
effect on Exelon's earnings per share and not change the
anticipated closing date of the merger," added Corbin A.
McNeill, Jr., Chairman, President and CEO of PECO Energy.
(more)
PECO Energy and Unicom
Add One
These actions by the Boards relate only to the stock
repurchase and shareholder consideration aspects of the
merger. The revised consideration results in an increase
from $1.5 billion to $2.0 billion in the amount of cash used
to reduce outstanding shares. Further, the revision may
result in a reduction in merger-related goodwill for
accounting purposes. Financial advisors to each company have
delivered fairness opinions in light of the revised
transaction.
The other elements of the PECO Energy and Unicom merger
remain unchanged, including provisions regarding Board and
senior management composition, headquarters and the
corporate structure of the transaction.
PECO Energy Company is an electric and gas utility with
6,500 employees serving 1.5 million electric customers in
the five-county Philadelphia region and more than 400,000
natural gas customers. It has aggressively forged into the
deregulated marketplace, trading wholesale power 24 hours a
day in 47 states and Canada, purchasing and operating
nuclear generation and establishing unregulated ventures in
retail energy sales, telecommunications and utility
infrastructure management.
Based in Chicago, Unicom Corporation is the parent of
Commonwealth Edison Company ("ComEd"), which provides
electric service across northern Illinois, serving
approximately 3.4 million customers or 70 percent of the
state's population. ComEd has the largest nuclear fleet in
the country, with a total of 9,400 megawatts from 10
generating units at five sites. With more than $7 billion
in revenues in 1998 and nearly 15,000 employees, Unicom is
also the parent of Unicom Enterprises, Inc., the holding
company for its unregulated subsidiaries.
This press release contains certain forward-looking
statements within the meaning of the safe-harbor provisions
of the Securities Exchange Act of 1934; these forward-
looking statements are subject to various risks and
uncertainties. The factors that could cause actual results
to differ materially from the projections, forecasts,
estimates and expectations discussed herein may include
factors that are beyond the companies' ability to control or
estimate precisely, such as estimates of future market
conditions, the behavior of other market participants and
the actions of Federal and State regulators. Other factors
include, but are not limited to, actions in the financial
markets, weather conditions, economic conditions in the two
companies' service territories, fluctuations in energy-
related commodity prices, conversion activity, other
marketing efforts and other uncertainties. Other risk
factors are detailed from time to time in the two companies'
SEC reports. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak
only as of the date of this press release. The companies do
not undertake any obligation to publicly release any
revisions to these forward-looking statements to reflect
events or circumstances after the date of this press
release.
(more)
Unicom-PECO Agreement
Add Two
Contact for Unicom: Contacts for PECO Energy:
Media: Media:
Steve Solomon Neil McDermott
(312) 394-3003 (215) 841-5555
Investors: Investors:
Eunice Collins Susan Coan
(312) 394-8354 (215) 841-5747
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