<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
FORM 10-K/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to Form 10-K
(Mark
one)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1999
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
<TABLE>
<CAPTION>
Commission Registrant; State of Incorporation; IRS Employer
File Number Address; and Telephone Number Identification No.
----------- ----------------------------------- ------------------
<C> <S> <C>
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
</TABLE>
Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange
- --------------------------- on Which Registered
-------------------------
Unicom Corporation
Common Stock, without par value New York, Chicago and Pacific
Commonwealth Edison Company
(Listed on inside cover)
Indicate by check mark whether the registrants (1) have filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) have been subject to such filing
requirements for the past 90 days.
Yes X . No .
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrants' knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
UNICOM CORPORATION
and
COMMONWEALTH EDISON COMPANY
FORM 10-K/A
For the Fiscal Year Ended December 31, 1999
This document contains amendments to the Annual Reports on Form 10-K for the
fiscal year ended December 31, 1999 for each of Unicom Corporation and
Commonwealth Edison Company. Information contained herein relating to an
individual registrant is filed by such registrant on its own behalf.
Accordingly, except for its subsidiaries, Commonwealth Edison Company makes no
representations as to information relating to Unicom Corporation or to any
other companies affiliated with Unicom Corporation.
UNICOM CORPORATION
The undersigned Registrant hereby amends the following items of its Annual
Report on Form 10-K for the fiscal year ended December 31, 1999 as set forth
on the pages attached hereto:
1. Part III: Item 10--Directors and Executive Officers of the Registrant.
2. Part III: Item 11--Executive Compensation.
3. Part III: Item 12--Security Ownership of Certain Beneficial Owners and
Management.
4. Part III: Item 13--Certain Relationships and Related Transactions.
PART III
Item 10. Directors and Executive Officers of the Registrant.
Elizabeth Anne Moler resigned from the Unicom and ComEd boards of directors on
December 31, 1999, to become a Senior Vice President of Unicom and ComEd.
Donald P. Jacobs is retiring as a director of Unicom and ComEd after serving
as a director of Unicom since its incorporation in 1994 and as a director of
ComEd since 1979. His contributions to Unicom and to ComEd have been many and
are gratefully appreciated. The vacancies created by Ms. Moler's resignation
and Mr. Jacob's retirement are not being filled, and the number of directors
is being reduced to nine.
Nine directors are to be elected at the annual meeting to serve terms of one
year and until their respective successors have been elected. The nominees for
director, all of whom are now serving as directors of Unicom and ComEd, are
listed below together with certain biographical information. Except as
otherwise indicated, each nominee for director has been engaged in his or her
present principal occupation for at least the past five years. Unicom was
formed in 1994.
Biographical Information of Unicom Directors
Edward A. Brennan, age 66. Director of Unicom and ComEd since 1995. Retired.
Chairman and CEO of Sears, Roebuck and Co. (retail merchandiser) for more than
five years prior to his retirement in August 1995. Chairman of Compensation
Committee. Other directorships: The Allstate Corporation, AMR Corporation,
Dean Foods Company, Minnesota Mining and Manufacturing Company, Morgan Stanley
Dean Witter & Co. and The SABRE Group Holdings, Inc.
Carlos H. Cantu, age 66. Director of Unicom and ComEd since July 31, 1998.
Retired. President and Chief Executive Officer of The ServiceMaster Company
(service businesses) from January 1, 1994 through October 1, 1999. Other
directorships: The ServiceMaster Company, First Tennessee National
Corporation.
1
<PAGE>
James W. Compton, age 62. Director of Unicom since 1994 and ComEd since 1989.
President and Chief Executive Officer of the Chicago Urban League (a non-
profit agency). Chairman of Audit and Compliance Committee and member of
Compensation Committee. Other directorships: Ariel Mutual Funds and Highland
Community Bank.
Bruce DeMars, age 64. Director of Unicom and ComEd since 1996. Vice President
and Secretary of DeMars, Inc. (consulting firm) since May 1997 and Partner,
Trident Merchant Group since May 1998. Admiral, United States Navy and
Director, Naval Nuclear Propulsion Program for more than five years prior to
his retirement in October 1996. Member of Audit and Compliance Committee.
Other directorship: McDermott International.
Sue L. Gin, age 58. Director of Unicom since 1994 and ComEd since 1993.
Founder, Owner, Chairman and Chief Executive Officer of Flying Food Group,
Inc. (in-flight catering company). Chairperson of Business Development
Committee and member of Audit and Compliance and Governance and Nominating
Committees.
Edgar D. Jannotta, age 68. Director of Unicom and ComEd since 1994. Senior
Director of William Blair & Company, L.L.C. (investment banking and brokerage
company) since January 1996. For more than five years prior thereto, Managing
Partner of William Blair & Company and Senior Partner during 1995. Chairman of
Governance and Nominating Committee and member of Business Development
Committee. Other directorships: AAR Corp., AON Corporation, Bandag,
Incorporated and Molex Incorporated.
John W. Rogers, Jr., age 42. Director of Unicom and ComEd since 1999.
President of Ariel Capital Management, Inc., an institutional money management
firm which he founded in 1983. Ariel Capital Management also serves as the
investment advisor, administrator and distributor for Ariel Mutual Funds.
Member of Governance and Nominating and Business Development Committees. Other
directorships: AON Corporation, Bank One Corporation, Burrell Communications
Group, Inc. and GATX Corporation.
John W. Rowe, age 54. Director, Chairman, President and Chief Executive
Officer of Unicom and ComEd since March 16, 1998. President and Chief
Executive Officer of New England Electric System from February 1989 to March
1998. Other directorships: Fleet Boston Financial, UnumProvident Corporation
and Wisconsin Central Transportation Corporation.
Richard L. Thomas, age 69. Director of Unicom and ComEd since July 31, 1998.
Retired. Chairman of First Chicago NBD Corporation (banking and financial
services) from 1995 to 1996 and of The First National Bank of Chicago from
1992 to 1996. Member of the Audit and Compliance and Compensation Committees.
Other directorships: IMC Global Inc., The PMI Group, Inc., The SABRE Group
Holdings, Inc. and Sara Lee Corporation.
2
<PAGE>
Item 11. Executive Compensation.
Executive Compensation
The following table sets forth certain information relating to the
compensation during the past three calendar years of the person who served as
the Chief Executive Officer during 1999 and the other four most highly
compensated executive officers of Unicom or ComEd at December 31, 1999.
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
----------------------------------- --------------------------------------
Bonus Awards Payouts
---------------- --------------------- ----------------
LTIP Payouts
----------------
Other Securities
Annual Underlying All Other
Stock- Compen- Restricted Options/ Stock- Compen-
Name and Salary Cash Based(1) sation(2) Stock(3) SARs Cash Based(1) sation(4)
Principal Position Year $ $ $ $ $ # $ $ $
------------------ ---- ------- ------- -------- --------- ---------- ---------- ------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
John W. Rowe(5)........ 1999 957,692 529,125 529,125* 55,112 -- 123,000 475,246 203,677* 42,478
Chairman (Chief 1998 726,923 484,209 484,209* 215,117 -- 250,000 343,219 52,537* 2,728,076
Executive Officer) 1997 -- -- -- -- -- -- -- -- --
Unicom and ComEd
Oliver D. Kingsley,
Jr.(6)................ 1999 544,385 -- 594,000* 175,502 231,562 40,000 -- 322,488* 24,139
Executive Vice
President 1998 475,000 -- 383,332* 220,713 -- 35,000 -- 187,984* 20,994
Unicom and ComEd 1997 82,212 -- -- 202,828 560,000 25,000 182,712 10,777* 378,395
Robert J. Manning...... 1999 401,931 210,456 70,152* -- -- 40,000 102,229 102,229* 18,327
Executive Vice
President 1998 375,035 184,958 61,653* -- -- 35,000 43,469 43,469* 22,132
Unicom and ComEd 1997 312,802 86,319 28,773* -- 291,250 25,000 42,153 42,153* 19,894
Pamela B. Strobel...... 1999 375,131 208,961 69,654* -- -- 30,000 84,410 84,410* 16,483
Executive Vice
President 1998 341,000 137,341 58,861* -- -- 20,000 42,528 42,528* 20,347
and General Counsel 1997 304,970 41,742 13,914* -- 291,250 17,500 33,605 33,605* 19,247
Unicom and ComEd
David R. Helwig(7)..... 1999 355,115 177,071 177,071* -- 479,256 25,000 -- 144,206* 15,702
Senior Vice President 1998 312,500 -- 196,727* -- -- 22,000 -- 85,747* 285,875
Unicom and ComEd 1997 -- -- -- -- -- -- -- -- --
</TABLE>
- -------
(1) All of the amounts shown under "Bonus--Stock-Based" and "LTIP Payouts--
Stock-Based" were either paid in shares of Unicom common stock or were
deferred and are deemed to be invested in shares of Unicom's common
stock, and thus fully "at risk" until the end of the deferral period.
Deferred amounts are noted with an asterisk. See note 7 to the "Security
Ownership of Certain Beneficial Owners and Management" table on page 15.
(2) Excludes perquisites and other benefits, unless the aggregate amount of
such compensation is at least the lesser of either $50,000 or 10% of the
total annual salary and bonus reported for the named executive officer.
For 1999, includes $13,276 and $66,345 paid to Messrs. Rowe and Kingsley
for the payment of taxes and $75,000 paid to Mr. Kingsley as a living
cost allowance and $15,395 paid for financial and legal services for Mr.
Rowe. For 1998, includes $89,381 and $132,077 paid to Messrs. Rowe and
Kingsley, respectively, for reimbursements for the payment of taxes,
$108,340 paid to Mr. Rowe for moving expenses and $75,000 paid to Mr.
Kingsley as a living cost allowance. For 1997, includes payments to Mr.
Kingsley of $74,065 for moving expenses, $75,000 as a living cost
allowance and $53,251 for reimbursement of taxes.
(3) The value shown is as of the date of grant. Dividends are paid or accrued
on restricted stock awards at the same rate as paid to all shareholders.
As of December 31, 1999, Mr. Manning had an aggregate of 5,000 shares of
restricted stock worth $167,500, Ms. Strobel had an aggregate of 10,000
shares of restricted stock worth $335,000, Mr. Helwig had an aggregate of
12,000 shares of restricted stock worth $402,000 and Mr. Kingsley had an
aggregate of 16,500 shares of restricted stock worth $552,750.
(4) Amounts shown include matching contributions made by ComEd pursuant to the
ComEd Employee Savings and Investment Plan ("ESIP"), matching
contributions made by ComEd pursuant to the ComEd Excess
3
<PAGE>
Benefit Savings Plan and premiums and administrative service fees paid by
ComEd on behalf of the named individuals under various group life insurance
plans. For the year 1999, contributions made to the ESIP amounted to $6,960,
$6,960, $4,184, $4,518 and $4,547 on behalf of Mr. Rowe, Mr. Kingsley,
Mr. Manning, Ms. Strobel and Mr. Helwig, respectively. Contributions made to
the ComEd Excess Benefit Savings Plan during 1999 totaled $34,700, $16,720,
$12,311, $11,104 and $10,901 on behalf of Mr. Rowe, Mr. Kingsley, Mr.
Manning, Ms. Strobel and Mr. Helwig, respectively. Premiums and
administrative service fees paid during 1999 for Split Dollar Life,
Accidental Death and Travel Accident insurance policies for Mr. Rowe, Mr.
Kingsley, Mr. Manning, Ms. Strobel and Mr. Helwig, respectively, are as
follows: $818, $459, $1,832, $861 and $254. For the year 1998, contributions
made to the ESIP amounted to $7,287, $4,246, $4,350 and $1,915 on behalf of
Mr. Kingsley, Mr. Manning, Ms. Strobel and Mr. Helwig, respectively.
Contributions made to the ComEd Excess Benefit Savings Plan during 1998
totaled $31,621, $13,375, $11,079, $9,787 and $8,960 on behalf of Mr. Rowe,
Mr. Kingsley, Mr. Manning, Ms. Strobel and Mr. Helwig, respectively.
Premiums and administrative service fees paid during 1998 for Split Dollar
Life, Accidental Death and Travel Accident insurance policies for Mr. Rowe,
Mr. Kingsley, Mr. Manning and Ms. Strobel, respectively, are as follows:
$96,455, $332, $6,807 and $6,210. ComEd is entitled to recover the premiums
and administrative service fees from any amounts paid by the insurer on such
Split Dollar Life policies and has retained a collateral interest on each
policy to the extent of the premiums and administrative service fees paid
with respect to such policy. Includes a $2,000,000 lump sum payment to Mr.
Rowe in 1998 as partial compensation for actual compensation, benefits and
programs which Mr. Rowe was, or was reasonably expected to become, entitled
to receive from his previous employer, and a payment of $600,000 as an
inducement to enter into his employment agreement. For 1997, includes
$375,000 paid to Mr. Kingsley as an inducement to enter into his employment
agreement. For 1998, includes $275,000 paid to Mr. Helwig as an inducement
to enter into his employment agreement.
(5) Mr. Rowe commenced employment on March 16, 1998.
(6) Mr. Kingsley commenced employment on November 1, 1997.
(7) Mr. Helwig commenced employment on January 19, 1998.
Option/SAR Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Individual Grants
----------------------------------------------
Number of
Securities % of Total
Underlying Options/SARs Exercise Grant Date
Options/SARs Granted to or Base Present
Granted(1) Employees in Price Expiration Value(2)
Name # Fiscal Year $ /Share Date $
---- ------------ ------------ -------- ---------- ----------
<S> <C> <C> <C> <C> <C>
John W. Rowe (CEO)...... 110,000 5.99 35.75 1/24/09 $712,250
John W. Rowe (CEO)...... 13,000(3) 0.71 35.563 3/03/09 84,175
Oliver D. Kingsley,
Jr..................... 40,000 2.18 35.75 1/24/09 259,000
Robert J. Manning....... 40,000 2.18 35.75 1/24/09 259,000
Pamela B. Strobel....... 30,000 1.63 35.75 1/24/09 194,250
David R. Helwig......... 25,000 1.36 35.75 1/24/09 161,875
</TABLE>
- -------
(1) Except as noted in note 3 below, each option becomes exercisable in equal
annual increments on the first, second and third anniversaries of the
grant date, subject to acceleration in the event that termination after a
change in control of Unicom occurs. The options do not include any stock
appreciation rights.
(2) The "grant date present value" is based upon the Black-Scholes option-
pricing model. The actual value, if any, an executive may realize upon
exercise of the option will depend on the excess of the stock price over
the exercise price on the date the option is exercised. Consequently,
there is no assurance the value realized by an executive will be at or
near the value estimated by the Black-Scholes model. The principal
assumptions incorporated into the valuation model by Unicom for the
options expiring 1/24/09 and 3/03/09 are as follows: (i) expected time to
exercise of seven years, (ii) dividend yield rate of 4.5%, (iii) risk-free
interest rate of 4.83% and (iv) expected volatility of 23.02%.
(3) Mr. Rowe received this grant of options as a premium for deferring half of
his 1998 Annual Incentive Award. Half of this grant vested immediately and
the balance vested on the first anniversary of the grant date.
4
<PAGE>
Aggregated Option Exercises in 1999 and 1999 Year-End Option Value
<TABLE>
<CAPTION>
Underlying Unexercised Value of Unexercised
Shares Options at In-The-Money Options at
Name Acquired December 31, 1999 December 31, 1999(1)
---- on Value ------------------------- -------------------------
Exercise Realized(1) Exercisable Unexercisable Exercisable Unexercisable
# $ # # $ $
-------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
John W. Rowe (CEO)...... 0 0 89,834 283,166 5,167 10,333
Oliver D. Kingsley,
Jr..................... 0 0 28,334 71,666 91,669 45,831
Robert J. Manning....... 0 0 45,834 71,666 326,454 93,221
Pamela B. Strobel....... 0 0 30,334 49,166 226,519 65,254
David R. Helwig......... 0 0 7,334 39,666 6,875 13,745
</TABLE>
- --------
(1) Market value less exercise price, before payment of applicable income
taxes.
Long-term Incentive Plans--Awards in Last Fiscal Year
<TABLE>
<CAPTION>
Estimated Future Payouts Under
Number of Performance or Other Non-Stock Price-Based Plans
Shares, Units Period Until --------------------------------
or Other Maturation Threshold Target Maximum
Name Rights(1) or Payout(2) Number Number Number
---- ------------- -------------------- --------------------- ----------
(Number of Performance Units)
<S> <C> <C> <C> <C> <C>
John W. Rowe (CEO)...... 12,694.32 3 years 6,347.16 12,694.32 25,388.64
Oliver D. Kingsley,
Jr..................... 6,093.27 3 years 3,046.64 6,093.27 12,186.55
Robert J. Manning....... 4,804.31 3 years 2,402.16 4,804.31 9,608.62
Pamela B. Strobel....... 3,905.94 3 years 1,952.97 3,905.94 7,811.89
David R. Helwig......... 3,235.42 3 years 1,617.71 3,235.42 6,470.85
</TABLE>
- --------
(1) Long-term performance unit awards were established in 1994 for executive
and group level employees under the Unicom Corporation Long-Term
Incentive Plan. The awards are based on a three-year performance period.
For the awards described in the table, the number of units initially
awarded to a participant is determined by dividing a percentage of base
salary (including income from current compensation units under Unicom's
and ComEd's Deferred Compensation Unit Plans) by $38.403. The applicable
percentages for the individuals shown in the table are: 50% for Mr. Rowe;
45% for Mr. Kingsley; 45% for Mr. Manning; 40% for Ms. Strobel; and 35%
for Mr. Helwig. If a promotion changes the applicable percentage of
salary, awards are pro-rated accordingly. Payouts are based on
achievement of corporate shareholder value added and customer
satisfaction goals as well as specific business unit strategic
initiatives over the three-year performance period ending December 31,
2001. The dollar value of a payout will be determined by multiplying (a)
the number of units applicable by (b) the average closing price of Unicom
common stock as reported in the Wall Street Journal as New York Stock
Exchange Composite Transactions during the calendar quarter ending on
December 31, 2001 by (c) the level of performance achieved. Payments will
be made half in cash and half in the form of unrestricted shares of
Unicom common stock. A participant may elect to defer receipt of up to
100% of the total award (net of applicable taxes) under the Unicom
Corporation Stock Bonus Deferral Plan and receive, after such deferral,
the deferred amount in the form of unrestricted shares of Unicom common
stock.
(2) Three-year period ending December 31, 2001.
Service Annuity System
The following table sets forth the annual retirement benefits payable under
ComEd's Service Annuity System (including payments under a supplemental
management retirement plan) to employees who retire at age 65 at stated levels
of compensation and years of service at retirement (in 1999).
5
<PAGE>
PENSION PLAN TABLE
<TABLE>
<CAPTION>
Highest
4-Year
Average Annual Normal Retirement Benefits After Specified Years of
Earnings Service*
-------- ----------------------------------------------------------
15 20 25 30 35 40
-- -- -- -- -- --
<S> <C> <C> <C> <C> <C> <C>
$ 100,000 $ 31,936 $ 42,472 $ 52,368 $ 61,784 $ 70,842 $ 79,633
200,000 63,872 84,945 104,735 123,568 141,684 159,266
300,000 95,808 127,417 157,103 185,351 212,526 238,899
400,000 127,744 169,889 209,470 247,135 283,368 318,532
500,000 159,681 212,362 261,838 308,919 354,211 398,165
600,000 191,617 254,834 314,206 370,703 425,053 477,798
700,000 223,553 297,307 366,573 432,487 495,895 557,431
800,000 255,489 339,779 418,941 494,271 566,737 637,064
900,000 287,425 382,251 471,308 556,054 637,579 716,696
1,000,000 319,361 424,724 523,676 617,838 708,421 796,329
1,100,000 351,297 467,196 576,044 679,622 779,263 875,962
1,200,000 383,233 509,668 628,411 741,406 850,105 955,595
1,300,000 415,169 552,141 680,779 803,190 920,948 1,035,228
1,400,000 447,106 594,613 733,146 864,974 991,790 1,114,861
1,500,000 479,042 637,085 785,514 926,757 1,062,632 1,194,494
1,600,000 510,978 679,558 837,882 988,541 1,133,474 1,274,127
1,700,000 542,914 722,030 890,249 1,050,325 1,204,316 1,353,760
1,800,000 574,850 764,503 942,617 1,112,109 1,275,158 1,433,393
1,900,000 606,786 806,975 994,984 1,173,893 1,346,000 1,513,026
2,000,000 638,722 849,447 1,047,352 1,235,677 1,416,842 1,592,659
</TABLE>
- --------
* An employee may elect a marital annuity for a surviving spouse which would
reduce the employee's normal retirement benefits. The amounts shown reflect
certain assumptions as to total earnings, but do not reflect any reduction
for Social Security benefits.
Service Annuity System. ComEd maintains a non-contributory pension plan, the
Service Annuity System, for all regular employees of ComEd. The Service
Annuity System ("Plan") provides benefits upon retirement at age 65 which are
based upon years of credited service and percentages of the employee's highest
consecutive four-year average annual base pay, which includes basic
compensation and certain incentive pay. An employee with at least 10 years of
service may retire prior to attaining age 65 (but not prior to age 50) and
will receive reduced benefits if retirement is prior to age 60. A non-
executive employee may work beyond age 65 with additional benefits accruing
for earnings and service after age 65. Contributions to the Plan by ComEd are
based upon actuarial determinations that take into account the amount
deductible for income tax purposes and the minimum contribution required under
the Employee Retirement Income Security Act of 1974, as amended. Compensation
used in the computation of annual retirement benefits under the Plan is
substantially equivalent to the amounts shown in the "Salary" and "Bonus"
columns under the "Annual Compensation" heading of the Summary Compensation
Table. The compensation used in the computation of annual retirement benefits
under the Plan is limited by the Internal Revenue Code as of January 1, 2000
to $170,000 (which number is subject to adjustment for increases in the cost
of living) for any one employee. Any reduction in the annual retirement
benefits payable to management employees under the Plan as a result of any
limitations imposed by the Internal Revenue Code is restored under a
supplemental management retirement plan maintained by ComEd, which also
provides retirement benefits granted under employment agreements or other
arrangements. Thus, annual retirement benefits, as set forth in the Pension
Plan Table above, are based on the amounts shown in the "Salary" and "Bonus"
columns under the "Annual Compensation" heading of the Summary Compensation
Table, without limitation
6
<PAGE>
as a result of the application of the provisions of the Internal Revenue Code.
The approximate number of years of credited service under the Plan or, if
applicable, under the supplemental management retirement plan, for the persons
named in the Summary Compensation Table are as follows: John W. Rowe, 22
years; Robert J. Manning, 36 years; Oliver D. Kingsley, 17 years; Pamela B.
Strobel, 7 years; and David R. Helwig, 2 years.
Employment Agreements
John W. Rowe
Unicom and ComEd have an employment agreement with John W. Rowe, pursuant to
which he became Chairman, President and Chief Executive Officer of each
company on March 16, 1998. The agreement provides that Mr. Rowe will be paid
an annual base salary of at least $900,000. Unicom also granted Mr. Rowe an
option to purchase 250,000 shares of common stock with an option price equal
to the fair market value of the common stock as of March 16, 1998. Such
options become exercisable in equal installments on March 16 of 1999, 2000,
and 2001, and expire on March 15, 2008. In accordance with the terms of his
employment agreement, Mr. Rowe was not entitled to any additional grants of
stock options during 1998.
The employment agreement with Mr. Rowe further provides that Mr. Rowe will
participate in Unicom's Annual Incentive Award Program and will receive an
annual incentive award for 1998 and 1999 that shall equal at least $600,000.
The employment agreement was amended to provide that Mr. Rowe's annual
incentive awards for 1998 and 1999 would be paid half in cash and half in
Unicom common stock, and that the guaranteed portion of Mr. Rowe's annual
incentive award for 1998 and 1999 would be paid 50% in cash and 50% as a grant
of shares of Unicom common stock, half of which vested on the date the annual
incentive would otherwise be paid (the "Grant Date") and half of which vested
on the anniversary of the Grant Date. In connection with this grant of shares,
Mr. Rowe also received, on the Grant Date, an option to purchase 13,000 of
Unicom common stock, which was the number of shares with a value as of the
Grant Date of $90,000 (determined using the pricing models used by the
Compensation Committee). Such option became exercisable 50% on the Grant Date
and 50% on the first anniversary thereof.
Mr. Rowe participates in the Unicom Long-Term Performance Unit Award Program,
and any award payable under such Program with respect to the three-year
performance periods ending on December 31, 1998, 1999, or 2000 will be made as
though he had participated in the Program throughout such performance periods
(except in the case of a termination of employment). Mr. Rowe agreed to defer
receipt of the stock portion of any incentive award under the Unicom
Corporation Stock Bonus Deferral Plan. As partial compensation for actual
compensation, benefits and programs that Mr. Rowe was, or was reasonably
expected to become, entitled to receive from his previous employer, he
received a lump-sum payment of $2,000,000. In addition, Mr. Rowe received
$600,000 as an inducement to enter into the employment agreement.
Mr. Rowe's employment agreement provides for a retirement benefit equal to the
amount that would have been payable under the Service Annuity System (plus
amounts payable under the ComEd Supplemental Management Retirement Plan) for
an employee who retires at age 60 (or such greater age if Mr. Rowe should
become eligible for the retirement benefit after attaining the age of 60)
calculated based on the assumption that Mr. Rowe had completed 20 years of
credited service as well as his actual years of credited service.
The employment agreement with Mr. Rowe provides for severance payments to Mr.
Rowe if he should be terminated without cause or if he should terminate the
employment agreement for good reason (as defined in the agreement) equal to
his base salary at the time of such termination, together with a formula
annual incentive award (as defined in the agreement), until the later of March
16, 2001 or one
7
<PAGE>
year after termination (if such termination should occur before March 16,
2001), or one year after the date of termination (if such termination should
occur after March 16, 2001), and a continuation of health and life insurance
benefits during such period, plus retirement benefits. In addition, any
unvested options shall continue to become exercisable during such period,
except that any unvested portion of the deferred shares and additional option
granted to Mr. Rowe pursuant to the amendment to his employment agreement
described above will immediately become fully exercisable upon any such
termination of employment. If the termination occurs within 24 months
following a change in control of Unicom, such benefits will be paid for three
years after the date of termination.
Mr. Rowe agreed not to use for his own benefit or disclose any confidential
information of Unicom or ComEd during or after the term of his employment, and
not to compete with Unicom or ComEd or solicit any key employee or interfere
with the relationship with any material customer or supplier of either company
until two years after the term of his employment with the companies.
The employment agreement has been amended and restated, effective upon the
completion of the merger, as described under "The Merger--Interests of
Unicom's Directors and Management in the Merger" in Chapter I.
Oliver D. Kingsley, Jr.
ComEd entered into an employment agreement with Oliver D. Kingsley, Jr.
pursuant to which he became Executive Vice President and President and Chief
Nuclear Officer--Nuclear Generation Group, effective November 1, 1997. The
agreement provides for an annual base salary for 1997 and 1998 equal to
$475,000, and further provides for a guaranteed increase of at least 4% per
year, beginning in 1999.
Mr. Kingsley received an option to purchase 25,000 shares of common stock with
an option price equal to the fair market value of the common stock as of
November 1, 1997. Such options become exercisable in equal installments on
November 1 of 1998, 1999 and 2000, and expire on October 31, 2007. Mr.
Kingsley also received a grant of 20,000 shares of restricted stock that vests
in equal installments on November 1 of 1998, 1999 and 2000.
The employment agreement with Mr. Kingsley provides that Mr. Kingsley will
participate in Unicom's Annual Incentive Award Program and will receive an
annual incentive award for 1998 and 1999 at least equal to the target award of
$213,750.
Mr. Kingsley participates in the Unicom Long-Term Performance Unit Award
Program, and any award payable under such Program with respect to the three-
year performance periods ending on December 31, 1997, 1998, or 1999 will be
made as though he had participated in the Program throughout such performance
periods (except in the case of a termination of employment). In addition, Mr.
Kingsley received $375,000 as an inducement to enter into the employment
agreement, and an annual living cost allowance equal to $75,000 (increased by
the amount of applicable taxes on such amount as so increased) for the first
three years of the agreement term.
Mr. Kingsley's employment agreement provides for a retirement benefit equal to
the amount that would have been payable under the Service Annuity System (plus
amounts payable under the ComEd Supplemental Management Retirement Plan) for
an employee who retires at age 60 calculated based on the assumption that Mr.
Kingsley had completed 15 years of credited service beginning with the third
year of his employment and that such credited service increased by five years
during each of the next two years, in addition to his actual years of credited
service after five years of employment.
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The employment agreement with Mr. Kingsley provides for a lump sum severance
payment to Mr. Kingsley if he should be terminated without cause equal to two
times his base salary at the time of such termination, and a continuation of
health and life insurance benefits for two years after the date of
termination, plus retirement benefits (calculated as though he had completed
at least 15 years of credited service if such termination occurs during the
first two years of employment) and retiree health care coverage. In addition,
any unvested portion of the restricted stock granted under the agreement will
immediately become fully vested and nonforfeitable.
Mr. Kingsley agreed not to use for his own benefit or disclose any
confidential information of Unicom or ComEd during or after the term of his
employment, and not to solicit any employee of ComEd for one year after the
term of his employment with ComEd.
Severance Plans
Unicom established the Key Management Severance Plan in 1998 to provide key
employees, including the named executive officers, certain benefits in the
event their employment is terminated by their employer without cause, or in
the event they resign for good reason (both terms as defined in the Plan).
Benefits under the Plan include severance pay equal to the sum of a terminated
executive's current annual base salary plus the average of his annual
incentive awards for the two years preceding the termination, annual incentive
awards and long-term incentive awards (with respect to any performance cycle
for which the executive has completed 24 months) prorated through the date of
termination, continuation of health care coverage, life insurance and long-
term disability coverage, and outplacement services. Payment of severance pay
and continuation of the benefits described above is made over two years, and
the amount of the severance pay and incentive and the payment period is
included for purposes of calculating retirement benefits under the
supplemental management retirement plan and determining eligibility for
retiree health care coverage. As a condition of receiving plan benefits, an
executive must agree not to use for his own benefit or disclose any
confidential information of Unicom or ComEd during or after the term of his
employment, and not to compete with Unicom or ComEd or solicit any key
employee or interfere with the relationship with any material customer or
supplier of either company until two years after the term of his employment
with the companies, and must release Unicom from all claims arising out of his
employment as of the date of termination. In the case of Mr. Rowe and
Mr. Kingsley, the severance benefits provided under the terms of their
employment agreements will control, to the extent they exceed the benefits
provided under the Plan.
The boards of directors of Unicom and ComEd approved a change in control
policy (the "Policy") in 1998 pursuant to which Mr. Rowe and the other named
executive officers will receive benefits in the event their employment is
terminated without cause or if they resign for good reason (as such terms are
defined under the Policy) within 24 months following a change in control of
Unicom. The change in control benefits are provided in the form of individual
agreements for the named executives, and Mr. Rowe's employment agreement was
amended, effective March 8, 1999, to reflect the Policy provisions. The
benefits provided in the event of a change in control, including approval of
the merger, are described under "The Merger--Interests of Unicom's Directors
and Management in the Merger" in Chapter I.
Compensation Committee Report on Executive Compensation
The Compensation Committee of the Boards of Directors of Unicom and ComEd has
furnished the following report on executive compensation:
Introduction. The Committee is responsible for Unicom's executive compensation
philosophy and policies, which form the basis for the Committee's decisions.
The overall objectives of the executive
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compensation programs are to drive and reinforce achievement of financial
objectives and strategic initiatives, to provide compensation opportunities
that are competitive with top performing energy services companies and general
industry firms, and to ensure that compensation is linked to performance and
increasing shareholder value.
It is the policy of the Committee to compensate executive officers based on
fulfillment of their responsibilities and their achievement of established
corporate and business unit goals. The business challenges resulting from the
restructuring of the utility industry make it critical that Unicom's
compensation programs drive and reinforce achievement of financial,
operational and strategic goals. A study of management compensation programs
was commissioned by the Committee in the fall of 1998. This study was
conducted by a leading external management compensation consulting firm and
included an assessment of business plans and strategic and competitive
compensation levels compared with the external market.
While overall, Unicom's total compensation levels were found to be generally
competitive, the study results indicated that Unicom's mix of compensation
components (i. e., salary, annual and long term incentives and stock options)
could be more effectively aligned with the competitive market. Based on those
results, Unicom's pay-for-performance philosophy was refined to have an
increased emphasis on pay-at-risk. When excellent performance is achieved, pay
will exceed market levels. Failure to achieve target goals will result in
below-market pay. In addition, other compensation changes were made to achieve
a more effective use of shareholder value as a determinant of compensation and
to encourage officers and other employees to act like owners of the business.
The Committee believes that compensation paid should be appropriate in
relation to the financial performance of Unicom and should be sufficient to
enable Unicom to attract and retain individuals possessing the talents
required for ensuring the Company's long-term successful performance. The
Committee also believes that incentive compensation performance goals for
executive management should be based on factors over which management has
significant control and which are important to Unicom's long-term success.
In 1999, the major components of executive officer compensation were base
salary, consisting of cash salary and current compensation unit income, non-
qualified stock options, and incentive compensation (both annual and longer-
term) related to awards under the Unicom Corporation Long-Term Incentive Plan.
Base Salary. The process of determining the officers' base salaries began with
a review of the salary levels for various comparable executive positions at a
group of peer companies identified by the Committee. The Committee also used
compensation survey information from several executive compensation-consulting
firms. The Committee then considered differences from other companies in
Unicom's organizational structure and the responsibilities of its executive
officers, in the size, scope and complexity of Unicom's operations, and in the
regulatory environment and competitive challenges faced by Unicom. Salary
range increases and salary adjustment budgets are established annually for
non-officer employees based on business and economic conditions of Unicom as
well as on competitive practices. Beginning in 1999, Unicom initiated a two-
year scheduled review cycle for officer level executives to make the rewards
more meaningful and to cover a longer performance period. Salaries are
adjusted based upon each executive's performance impact and overall
contributions to Unicom.
The Chairman reviewed the base salary of each officer and recommended an
adjustment after assessing particular responsibilities and performance. The
Chairman's recommendations were reviewed and approved by the Committee.
Percentage increases for individual officers varied and were structured to
recognize changes in industry compensation levels; to reflect the impact,
performance and contributions of individual officers; and to reflect strategic
changes in job responsibilities and assignments.
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<PAGE>
In 1999, four executive officers held current compensation units. Each such
unit entitles the holder to receive current income equal to the dividends paid
on one share of Unicom Common Stock. During 1999, no additional units were
awarded by the Committee.
Incentive Compensation Awards. Another component of executive compensation is
incentive compensation earned under awards made by the Committee under the
Unicom Corporation Long-Term Incentive Plan. Such incentives are designed to
drive and enforce achievement of established financial, operational and
strategic goals that are critical to Unicom's success, including increasing
shareholder value. Incentive opportunities include an annual incentive target,
a long-term performance unit target covering a three-year performance period
and non-qualified stock options.
The Unicom Corporation 1999 Annual Incentive Award for Management Employees
under the Unicom Corporation Long-Term Incentive Plan was established to
reward the achievement of certain corporate and business unit goals during
1999. The annual incentive award placed increased emphasis on financial
performance, strategic direction and results that will increase shareholder
value. A significant portion of the 1999 annual incentive for executive
officers was tied to a Shareholder Value Added measure.
The award is variable and is designed to encourage achievement of short-term
goals. Employees receive incentive awards only if their business units and
Unicom meet or exceed the established performance targets for the year. The
amount of the individual awards is based upon the individual and collective
accomplishments of employees and varies based upon the degree to which the
financial and strategic goals are met or exceeded and upon the Committee's
assessment of individual performance. For key management employees, the annual
incentive award is payable 75% in cash and 25% in Unicom Common Stock.
For management employees other than those in selected sales-related positions,
the 1999 corporate financial goal was "Shareholder Value Added." Shareholder
Value Added was defined as revenues (ComEd, Off System and Subsidiaries) less
Costs (operations and maintenance expenditures, fuel, depreciation and taxes),
minus capital charge (debt and equity costs). Staff executive officers' annual
incentive awards were tied to the corporate Shareholder Value Added goals
whereas line executive officers were tied to both the corporate Shareholder
Value Added goal and his or her business unit's Shareholder Value Added goal.
The 1999 Unicom Corporate Shareholder Value Added achieved was 138.95% of the
target level. In addition to the Shareholder Value Added goal tie, the
remaining portion of executive officers' annual incentive award was comprised
of a combination of corporate and business unit strategic initiatives and key
performance indicators. Quantitative goals (for example, nuclear capacity)
were measured on a scale of performance ranging from "threshold" to "maximum."
Other strategic goals were assessed and approved by the Committee.
For Mr. Rowe and other executive officers, the final determination of the
annual incentive award was based on the accomplishment of Shareholder Value
Added, strategic goals, and an individual performance assessment by the
Committee.
A long term performance unit award program was established in 1994 to focus
employees on long range performance by linking certain incentive payments to
specific performance measures. Incentive opportunities are expressed as a
percentage of base salary and increase with the executive's management level.
The awards payable in 2000 and in 2001 are based on the total return of Unicom
Common Stock relative to that of the other companies constituting the Dow
Jones Utility Stock Index over three-year performance periods. The Dow Jones
Utility Stock Index includes Unicom and fourteen other large energy services
companies. To better support improved business performance and the creation of
Unicom shareholder value, the award payable in 2002 places a significant
emphasis on Business Unit performance as well as corporate profitability as
measured by Corporate Cumulative Shareholder Value Added and a Customer
Satisfaction Index.
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Awards for the performance period 1997-1999 resulted in a payment that was
115.5% of the target award. Payments to certain executive officers are
included in the "Payouts" column under the "Long-Term Compensation" heading in
the Summary Compensation Table. Unicom's shareholder return increased by 44.3%
during that same performance period.
Stock Option Grants in 1999. Unicom grants non-qualified stock options to
reward and motivate the Company's management to increase long-term shareholder
value. Option grants are made generally to key employees who are expected to
contribute materially to Unicom's success. The option awards permit grantees
to purchase shares of Unicom's Common Stock at an exercise price equal to the
market value on the date of grant, and become exercisable in equal increments
over a three-year period. The options have a maximum term of ten years.
Committee decisions regarding the size of option grants were based on an
evaluation of competitive data drawn from companies in a study conducted in
fall 1998 for Unicom by a leading executive compensation consulting firm, as
well as the option recipient's base salary, target mix of other compensation
components, management level, performance and potential.
Compensation of the Chief Executive Officer. In considering the compensation
for 1999 of Mr. Rowe, the Compensation Committee evaluated Unicom's 1998
performance, compensation for other chief executive officers, and Unicom's
strategic direction. Under his employment agreement, Mr. Rowe is paid an
annual base salary of at least $900,000, is guaranteed an annual incentive
award for 1998 and 1999 of at least $600,000, and participates in the Long-
Term Performance Unit Award Programs with respect to the three-year
performance periods ending December 31, 1998, 1999 and 2000 as though he had
participated in the Program throughout the performance periods.
Salary. The Committee's assessment of the personal performance of Mr. Rowe was
based upon an evaluation of his leadership, achievements and contributions to
Unicom during 1998, as well as an assessment of competitive practices and
market comparisons of chief executive officers for comparable companies. Mr.
Rowe's total annual salary in 1999 was increased $75,000 to a rate of $975,000
per year.
Incentive Compensation Plans
Annual Incentive Program. Mr. Rowe participated in the annual incentive
program described earlier in this report. Mr. Rowe's target award was 70% of
his base salary. The actual award paid was 155.1% of his target level based on
the achievement of Shareholder Value Added, strategic goals and an individual
performance assessment by the Committee. The Committee approved payment of the
award 50% in cash and 50% in Unicom Common Stock. Mr. Rowe deferred the
portion of his incentive that was payable in Unicom Common Stock under the
Unicom Corporation Stock Bonus Deferral Plan.
Long Term Performance Unit Award. Mr. Rowe's award opportunity for the 1997-
1999 performance cycle was at a target level of 50% of his then-current base
salary. The actual award paid was 115.5% of his target level based on the
total return of Unicom Common Stock relative to the other companies
constituting the Dow Jones Utility Stock Index over the performance period.
Stock Option Award. Mr. Rowe was granted 110,000 non-qualified stock options
as part of the normal annual grant cycle. In addition, as Mr. Rowe voluntarily
deferred one-half of his guaranteed annual awards for 1998 and 1999, the
Committee awarded him a premium of an additional 13,000 options on March 4,
1999. One-half of this premium grant vested immediately and the remaining
portion will vest on March 4, 2000.
Internal Revenue Code Section 162(m) Considerations. Under Section 162(m) of
the Internal Revenue Code, executive compensation in excess of $1 million is
generally not deductible for purposes of corporate income taxes. However,
"qualified performance-based compensation" which is paid pursuant to a plan
meeting certain requirements of the Code and applicable regulations remains
12
<PAGE>
deductible. As noted in previous reports, the Committee intends to continue
reliance on performance-based compensation programs, consistent with sound
executive compensation policy. Such programs will be designed to fulfill, in
the best possible manner, future corporate business objectives. The
Committee's policy has been to seek to cause executive incentive compensation
to qualify as "performance-based" in order to preserve its deductibility for
federal income tax purposes to the extent possible without sacrificing
flexibility in designing appropriate compensation programs. In 1997 and 1999,
the Company obtained shareholder approval of performance-based incentives in
Long-Term Performance Unit Awards in order to qualify such compensation as
"performance-based." However, in order to provide executives with appropriate
incentives, the Committee may also determine, in light of all applicable
circumstances, that it would be in the best interests of Unicom for awards to
be paid under certain of its incentive compensation programs or otherwise in a
manner that would not satisfy the requirements to qualify as performance-based
compensation under Code Section 162(m). The portion of Mr. Rowe's incentive
compensation that was guaranteed under his employment agreement does not
qualify as performance-based compensation under Code Section 162(m), and
accordingly, to the extent receipt of such compensation is not deferred, the
amount of such incentive compensation and salary in excess of $1 million will
not be deductible by Unicom for purposes of corporate income taxes. Mr. Rowe
deferred the portion of his incentive that was payable in Unicom Common Stock
under the Unicom Corporation Stock Bonus Deferral Plan.
Compensation Committee
Edward A. Brennan, Chairman
James W. Compton
Donald P. Jacobs
Richard Thomas
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Shareholder Return Performance
Set forth below is a line graph comparing the quarterly percentage change in
the cumulative total shareholder return on Unicom common stock ("UCM") against
the cumulative total return of the S&P 500 Composite Stock Index and the Dow
Jones Utility Stock Index for the five-year period ending December 31, 1999.
Cumulative Performance Since January 1, 1995 Assuming Reinvestment of
Dividends
(January 1, 1995 = $100)
<TABLE>
<CAPTION>
December 31,
--------------------------------
1994 1995 1996 1997 1998 1999
------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Unicom Corporation............................. $100.00 144 127 154 202 183
S&P 500 Stock Index............................ $100.00 137 169 225 289 350
Dow Jones Utility Average...................... $100.00 132 144 177 210 198
</TABLE>
Board Compensation
Directors who are not employees of Unicom or any of its subsidiaries receive
an annual fee of $36,200 payable in shares of Unicom common stock under the
Unicom Corporation 1996 Directors' Fee Plan. These directors also receive a
fee of $1,500 for each board of directors and committee meeting they attend
and an additional annual fee of $2,500 for each committee of the board of
directors that they chair, which meeting and chair fees may, at the election
of the director, be paid in shares of Unicom common stock under the 1996
Directors' Fee Plan. In the event that directors also serve as directors of
ComEd, or as chairs of corresponding committees of ComEd, the aggregate fees
paid to such directors in respect of such service to Unicom and ComEd do not
exceed the foregoing amounts, so that directors do not receive duplicate fees.
Directors who are full-time employees of Unicom or any
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of its subsidiaries receive no fees for service on the Unicom board of
directors. Directors may defer their fees. Prior to 1997, directors who had
never been an officer or an employee of Unicom or any of its subsidiaries, and
who had attained at least age 65 and completed the required period of board
service (3 to 5 years as applicable, including service as a director of
ComEd), became eligible for retirement benefits upon retirement. Such benefits
were to be paid to the retired director or a surviving spouse for a period
equal to such director's years of service (including service as a director of
ComEd) in an amount per year equal to the annual retainer for board members as
in effect at the time of payment. Effective January 1, 1997, the Unicom board
of directors terminated the further accrual of retirement benefits and offered
each director the option to irrevocably elect, in lieu of amounts otherwise
payable, a lump sum amount payable upon retirement, either by delivery of
shares of Unicom common stock or in cash. In lieu of further accrual of
retirement benefits, non-employee directors received a $6,200 increase in
their annual fee (from $30,000 to $36,200), effective June 1, 1997 and payable
in shares of Unicom common stock.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Security Ownership of Certain Beneficial Owners and Management
No person is known to Unicom to be the beneficial owner of more than five
percent of Unicom common stock. The following table lists the beneficial
ownership, as defined under the rules of the Securities and Exchange
Commission, as of January 31, 2000, of Unicom common stock held by each of the
directors, each of the executive officers named in the Summary Compensation
Table under Item 11. Executive Compensation and Unicom's directors and
executive officers as a group. In addition, the table includes two columns
describing securities held by such persons that are not considered to be
"beneficially owned" under the rules of the SEC. The column headed "Other
Stock Options" includes
stock options held by such persons that are not exercisable within 60 days of
January 31, 2000. The column headed "Deferred Share Equivalents" includes
shares deferred by such persons under the Unicom Corporation Stock Bonus
Deferral Plan or the Unicom Corporation 1996 Directors' Fee Plan or share
equivalents held in the Unicom Corporation Retirement Plan for Directors.
<TABLE>
<CAPTION>
Beneficial Ownership
of Common Stock
------------------------------
Other
Amount Percent Stock Deferred Share
Name and Nature of Class Options(5) Equivalents(7)
---- ------------ --------- ---------- --------------
<S> <C> <C> <C> <C>
Edward A. Brennan....... 4,403 * -- 1,000
Carlos H. Cantu......... 2,047 * -- --
James W. Compton........ 5,105 * -- 3,477
Bruce DeMars............ 3,787 * -- 505
Sue L. Gin.............. 12,347 * -- 1,169
Donald P. Jacobs........ 10,101 * -- 10,290
Edgar D. Jannotta....... 7,567 * -- 4,020
John W. Rogers, Jr...... 1,000 * -- 738
Richard L. Thomas....... 10,610 * -- 2,349
John W. Rowe............ 295,335(1)(2) * 208,333 24,344
Oliver D. Kingsley,
Jr..................... 52,795(1) * 133,332 44,530
Robert J. Manning....... 79,265(1)(3) * 68,197(6) 22,648(8)
Pamela B. Strobel....... 52,490(1) * 74,166 13,687
David R. Helwig......... 31,001(1) * 52,999 11,697
Directors and executive
officers as a group (22
persons)............... 749,385(1)(4) * 946,522 159,305
</TABLE>
- --------
* Less than one percent
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(1) The numbers and percentages of shares shown in the table above include
shares as to which the indicated person(s) had the right to acquire within
60 days of January 31, 2000 upon the exercise of outstanding stock
options, as follows: Mr. Rowe 289,667; Mr. Kingsley 41,668; Mr. Manning
72,103 (includes 12,935 options owned by spouse); Ms. Strobel 40,334; Mr.
Helwig 19,001; and all executive officers and directors as a group
(including such individuals) 560,778. Such persons disclaim any beneficial
ownership of the shares subject to such options.
(2) Includes 2,000 shares owned by spouse, beneficial ownership of which is
disclaimed.
(3) Includes 14,881 shares owned by spouse, beneficial ownership of which is
disclaimed.
(4) Includes 16,881 shares owned by spouses. The directors and executive
officers to whom such beneficial ownership is attributed disclaim any
beneficial ownership of the shares held by such persons.
(5) Includes stock options which are not considered to be "beneficially owned"
under SEC rules because they cannot be exercised within 60 days of January
31, 2000.
(6) Includes 9,865 stock options held by spouse, beneficial ownership of which
is disclaimed.
(7) Includes share equivalents that are not considered to be "beneficially
owned" under SEC rules because they are deferred under the Unicom
Corporation Stock Bonus Deferral Plan, the Unicom 1996 Directors' Fee
Plan, or the Unicom Corporation Retirement Plan for Directors. Under the
Unicom Corporation Stock Bonus Deferral Plan and the Unicom 1996
Directors' Fee Plan, executives and directors, respectively, may defer the
receipt of the stock portion of certain awards made pursuant to the Unicom
Corporation Long-Term Incentive Plan or certain fees, respectively.
Deferred amounts are only required to be kept in Unicom's books of account
as deferred stock accounts, which are for bookkeeping purposes only.
Unicom has no obligation to set aside or segregate any actual shares of
Unicom common stock or other assets in respect of such accounts. Unicom
has elected to issue the deferred shares to trusts having an institutional
trustee, which has sole voting rights with respect to such shares. At the
end of the deferral period
(in the case of the Unicom Stock Bonus Deferral Plan) or upon leaving the
board of directors (in the case of the Unicom 1996 Directors' Fee Plan),
the share equivalents are distributed in whole shares of Unicom common
stock and cash in lieu of any fractional share. Dividends paid with respect
to deferred shares under the Unicom Stock Bonus Deferral Plan are either
reinvested in Unicom common stock and held by such Trustee or are paid to
the executive officer making the deferral. Dividends paid with respect to
deferred shares under the Unicom 1996 Directors' Fee Plan are reinvested in
Unicom common stock and held by such Trustee. Under the Unicom Corporation
Retirement Plan for Directors, effective January 1, 1997, the accrual of
further benefits was terminated and directors could elect to have benefits
accrued through such date deferred into share equivalents to be paid in
shares of Unicom common stock upon retirement. Accounts under such Plan are
credited with an additional number of share equivalents determined by
assuming the reinvestment of dividend equivalents on share equivalents in
such accounts.
(8) Includes 3,608 deferred share equivalents held by spouse.
Item 13. Certain Relationships and Related Transactions.
None
COMMONWEALTH EDISON COMPANY
The undersigned Registrant hereby amends the following items of its Annual
Report on Form 10-K for the fiscal year ended December 31, 1999 as set forth
on the pages attached hereto:
1. Part III: Item 10--Directors and Executive Officers of the Registrant.
2. Part III: Item 11--Executive Compensation.
3. Part III: Item 12--Security Ownership of Certain Beneficial Owners and
Managers.
4. Part III: Item 13--Certain Relationships and Related Transactions.
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PART III
Item 10. Directors and Executive Officers of the Registrant.
Elizabeth Anne Moler resigned from the Unicom and ComEd boards of directors on
December 31, 1999, to become a Senior Vice President of Unicom and ComEd.
Donald P. Jacobs is retiring as a director of Unicom and ComEd after serving
as a director of ComEd since 1979 and as a director of Unicom since its
incorporation in 1994. His contributions to Unicom and ComEd have been many
and are gratefully appreciated. The vacancies created by Ms. Moler's
resignation and Mr. Jacob's retirement are not being filled, and the number of
directors is being reduced to nine.
Nine Directors are to be elected at the annual meeting to serve terms of one
year and until their respective successors have been elected. The nominees for
Director, all of whom are now serving as Directors of the Company and Unicom,
are listed below together with certain biographical information. Except as
otherwise indicated, each nominee for Director has been engaged in his or her
present principal occupation for at least the past five years.
Biographical Information of ComEd Directors
EDWARD A. BRENNAN, age 66. Director of Unicom and ComEd since 1995. Retired.
Chairman and CEO of Sears, Roebuck and Co. (retail merchandiser) for more than
five years prior to his retirement in August 1995. Chairman of Compensation
Committee and Nuclear Oversight Committee. Other directorships: The Allstate
Corporation, AMR Corporation, Dean Foods Company, Minnesota Mining and
Manufacturing Company, Morgan Stanley Dean Witter & Co. and The SABRE Group
Holdings, Inc.
CARLOS H. CANTU, age 66. Director of Unicom and ComEd since 1998. Retired
President and Chief Executive Officer of The ServiceMaster Company (service
businesses) from January 1, 1994 through October 1, 1999. Other directorships:
The ServiceMaster Company, First Tennessee National Corporation.
JAMES W. COMPTON, age 62. Director of Unicom since 1994 and ComEd since 1989.
President and Chief Executive Officer of the Chicago Urban League (a non-
profit agency). Chairman of Audit and Compliance Committee and member of
Compensation Committee. Other directorships: Ariel Mutual Funds and Highland
Community Bank.
BRUCE DeMARS, age 64. Director of Unicom and ComEd since 1996. Vice President
and Secretary of DeMars, Inc. (consulting firm) since May 1997 and Partner,
Trident Merchant Group since May, 1998. Admiral, United States Navy and
Director, Naval Nuclear Propulsion Program for more than five years prior to
his retirement in October 1996. Member of Audit and Compliance Committee and
Nuclear Oversight Committee. Other directorship: McDermott International.
SUE L. GIN, age 58. Director of Unicom since 1994 and ComEd since 1993.
Founder, Owner, Chairman and Chief Executive Officer of Flying Food Group,
Inc. (in-flight catering company). Member of Audit and Compliance and
Governance and Nominating Committees.
EDGAR D. JANNOTTA, age 68. Director of Unicom and ComEd since 1994. Senior
Director of William Blair & Company, L.L.C. (investment banking and brokerage
company) since January 1996. For more than five years prior thereto, Managing
Partner of William Blair & Company and Senior Partner during 1995. Chairman of
Governance and Nominating Committee and member of Nuclear Oversight Committee.
Other directorships: AAR Corp., AON Corporation, Bandag, Incorporated and
Molex Incorporated.
17
<PAGE>
JOHN W. ROGERS, JR., age 42. Director of Unicom and ComEd Since 1999.
President of Ariel Capital Management, Inc., an institutional money management
firm which he founded in 1983. Ariel Capital Management also serves as the
investment advisor, administrator and distributor for Ariel Mutual Funds.
Member of Governance and Nominating and Business Development Committees. Other
directorships: AON Corporation, Bank One Corporation; Burrell Communications
Group, Inc. and GATX Corporation.
JOHN W. ROWE, age 54. Director, Chairman, President and Chief Executive
Officer of Unicom and ComEd since March 16, 1998. President and Chief
Executive Officer of New England Electric System from February 1989 to March
1998. Other directorships: FleetBoston Financial, UNUM Provident Corporation
and Wisconsin Central Transportation Corporation.
RICHARD L. THOMAS, age 69. Director of Unicom and ComEd since 1998. Retired.
Chairman of First Chicago NBD Corporation (banking and financial services)
from 1995 to 1996 and of The First National Bank of Chicago from 1992 to 1996.
Member of the Audit and Compliance and Compensation Committees. Other
directorships: IMC Global Inc., The PMI Group, Inc., The SABRE Group Holdings,
Inc., and Sara Lee Corporation.
Item 11. Executive Compensation.
See Unicom's "Item 11. Executive Compensation," which is incorporated herein
by reference. In addition to the matters discussed under the heading "Board
Compensation," any non-employee Director who is also a member of the Nuclear
Oversight Committee receives an additional annual fee of $5,000.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
See Unicom's "Item 12. Security Ownership of Certain Beneficial Owners and
Management," which is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions.
None.
18
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Chicago and state of Illinois on the 28th
day of April, 2000.
UNICOM CORPORATION
/s/ John W. Rowe
By
--------------------------------
John W. Rowe, Chairman,
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf
of the registrant and in the capacities indicated on the 28th day of
April, 2000.
Signature
- ----------------------------
Title
---------------------
/s/ John W. Rowe Chairman, President and
- ---------------------------- Chief Executive Officer
John W. Rowe and Director (principal
executive officer)
/s/ Ruth Ann M. Gillis
- ---------------------------- Senior Vice
Ruth Ann M. Gillis President(principal
financial officer)
/s/ Robert E. Berdelle Vice President and Comptroller
- ---------------------------- (principal accounting officer)
Robert E. Berdelle
Edward A. Brennan* Director
Carlos Cantu* Director
James W. Compton* Director
Bruce DeMars* Director
Sue L. Gin* Director
Donald P. Jacobs* Director
Edgar D. Jannotta* Director
John W. Rogers, Director
Jr.*
Richard L. Thomas* Director
/s/ John P. McGarrity
*By
--------------------------------
John P. McGarrity, Attorney-
in-fact
[Signature page to Unicom Corporation Annual Report on Form 10-K/A]
19
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Chicago and state of Illinois on the 28th
day of April, 2000.
COMMONWEALTH EDISON COMPANY
/s/ John W. Rowe
By
--------------------------------
John W. Rowe, Chairman,
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf
of the registrant and in the capacities indicated on the 28th day of
April, 2000.
Signature
- ----------------------------
Title
---------------------
/s/ John W. Rowe Chairman, President and
- ---------------------------- Chief Executive Officer
John W. Rowe and Director (principal
executive officer)
/s/ Ruth Ann M. Gillis
- ---------------------------- Senior Vice
Ruth Ann M. Gillis President(principal
financial officer)
/s/ Robert E. Berdelle Vice President and Comptroller
- ---------------------------- (principal accounting officer)
Robert E. Berdelle
Edward A. Brennan* Director
Carlos Cantu* Director
James W. Compton* Director
Bruce DeMars* Director
Sue L. Gin* Director
Donald P. Jacobs* Director
Edgar D. Jannotta* Director
John W. Rogers, Director
Jr.*
Richard L. Thomas* Director
/s/ John P. McGarrity
*By
--------------------------------
John P. McGarrity, Attorney-
in-fact
[Signature page to Commonwealth Edison Company Annual Report on Form 10-K/A]
20
