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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
November 28, 2000
(Date of earliest
event reported)
COMMONWEALTH EDISON COMPANY
(Exact name of registrant as specified in its charter)
Illinois 1-1839 36-0938600
(State or other (SEC (IRS Employer
jurisdiction of file number) Identification
incorporation) Number)
37th Floor, 10 South Dearborn Street
Post Office Box 767
Chicago, Illinois 60690-0767
(Address of principal executive offices)
Registrant's telephone number, including area code:
(312) 394-4321
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Item 4. Changes in Registrant's Certifying Accountant.
On October 20, 2000, PECO Energy Company (PECO Energy) and
Unicom Corporation (Unicom) completed their merger creating
the holding company Exelon Corporation (Exelon). Effective
with the merger, Unicom ceased to exist and Commonwealth
Edison Company (ComEd), a 99.9% owned subsidiary of Unicom,
became a 99.9% owned subsidiary of Exelon. On November 28,
2000, the Board of Directors of Exelon selected
PricewaterhouseCoopers LLP (PwC) as the independent accountant
of Exelon and its subsidiaries, including ComEd, effective
immediately. PwC was the independent accountant of PECO
Energy and its subsidiaries prior to the merger. Arthur
Andersen LLP (Arthur Andersen) was the certifying accountant
for ComEd. Arthur Andersen was dismissed by ComEd on November
28, 2000. The Exelon Audit Committee participated in and
approved the decision to engage PwC.
The reports of Arthur Andersen on the financial statements of
ComEd for the past two years ended December 31, 1999, and the
interim periods ended September 30, 2000 contained no adverse
opinion or disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope or accounting
principle.
In connection with its audits for the two most recent fiscal
years and through November 27, 2000, there have been no
disagreements with Arthur Andersen on any matter of accounting
principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements if not
resolved to the satisfaction of Arthur Andersen would have
caused them to make reference thereto in their report on the
financial statements for such years.
During the two most recent fiscal years and through November
28, 2000, ComEd consulted with PwC regarding the application
of accounting principles to two related transactions that were
completed in 2000. In June 2000, prior to the initiation of
the auditor selection process that led to the accountant
changes reported in this Form 8-K, ComEd received written
advice from PwC, who was also the financial advisor regarding
two like-kind exchange transactions involving one of ComEd's
affiliates, Unicom Investments Inc. (UII). PwC was asked to
report to ComEd pursuant to AICPA Statement Of Auditing
Standards (SAS) No. 50 on the appropriate application of
United States generally accepted accounting principles to the
proposed like-kind exchange transactions. Concurrently, ComEd
requested that Arthur Andersen review the proposed accounting
for the proposed transactions, and Arthur Andersen concurred
with the accounting conclusions proposed by PwC. PwC's
reports providing accounting conclusions were presented in two
separate letters dated June 9, 2000 and June 22, 2000, which
are filed as Exhibits 99-1 and 99-2, respectively, to this
Form 8-K and incorporated herein by this reference.
ComEd has requested that Arthur Andersen furnish it with a
letter addressed to the Securities and Exchange Commission
stating whether or not it agrees with the above statements. A
copy of such letter, dated November 29, 2000 is filed as
Exhibit 16 to this Form 8-K. PwC was provided an opportunity
to comment on the contents of the disclosures made herein, and
no comments were made.
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Item 7. Financial Statements and Exhibits.
(c) Exhibits.
16 Arthur Andersen letter to the Securities and Exchange Commission
regarding the change in certifying accountants.
99-1 PwC SAS No. 50 report dated June 9, 2000.
99-2 PwC SAS No. 50 report dated June 22, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
COMMONWEALTH EDISON COMPANY
/S/ Ruth Ann M. Gillis
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Principal Financial Officer
November 29, 2000
