<PAGE>
Registration Statement No. 33-49887
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-3
POST-EFFECTIVE AMENDMENT NO. 1
TO
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
-----------------------------
PECO ENERGY COMPANY
(formerly known as Philadelphia Electric Company)
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(Exact name of registrant as specified in its charter)
Pennsylvania 23-0970240
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P. O. Box 8699
2301 Market Street, Philadelphia, PA 19101
(215) 841-4000
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(Address, including zip code, and telephone number,
including area code, of principal executive offices)
M. W. Rimerman Vice President - Finance and Treasurer
P. O. Box 8699
2301 Market Street, Philadelphia, PA 19101
(215) 841-4000
--------------------------------------------
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
with copies to:
James W. Durham, Esq. Robert C. Gerlach, Esq.
Senior Vice President and Ballard Spahr Andrews &
General Counsel Ingersoll
P. O. Box 8699 1735 Market Street, 51st Floor
Philadelphia, PA 19101 Philadelphia, PA 19103-7599
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PROSPECTUS
(Dated June 3, 1994)
PECO ENERGY COMPANY
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$250,000,000
FIRST AND REFUNDING MORTGAGE BONDS
---------------
PECO Energy Company (formerly known as Philadelphia Electric Company)
(Company) intends to offer from time to time up to $250,000,000 aggregate
principal amount of its First and Refunding Mortgage Bonds (New Bonds) in
one or more series on terms to be determined at the time or times of
sale. For each series of the New Bonds for which this Prospectus is being
delivered (Offered Bonds), there will be an accompanying supplement to
this Prospectus (Prospectus Supplement) that sets forth the particular
series, the aggregate principal amount, maturity, interest rate, interest
payment dates, public offering price, redemption and/or sinking fund
terms, if any, and any other special terms of the Offered Bonds.
---------------
The Company is required by law to deduct the Pennsylvania Corporate
Loans Tax from interest payments to individuals and partnerships resident
in Pennsylvania and to certain fiduciaries. This tax is at the annual
rate of 4 mills ($4 on each $1,000 of the face amount).
In the opinion of Ballard Spahr Andrews & Ingersoll, counsel for the
Company, the New Bonds are exempt from presently existing personal
property taxes in Pennsylvania.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMIS-
SION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------
The Company may sell the New Bonds through underwriters, dealers or
agents, or directly to one or a limited number of purchasers. The
Prospectus Supplement will set forth the names of underwriters, dealers
or agents, if any, any applicable commissions or discounts and the net
proceeds to the Company from the sale of the Offered Bonds. The Company
will indemnify any underwriters of the Offered Bonds against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended (Act).
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STATEMENT OF AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (Exchange Act) and, in accordance
therewith, files reports, proxy and information statements and other
information with the Securities and Exchange Commission (SEC). Such
reports, proxy and other information filed by the Company may be
inspected and copied at the public reference facilities maintained by the
SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, and at certain of
its regional offices at Suite 1400, 500 West Madison Street, Chicago,
Illinois 60611-2511 and 7 World Trade Center, New York, New York 10048.
Copies of such material may also be obtained from the Public Reference
Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. Securities of the Company are listed on the New York
and Philadelphia Stock Exchanges, where reports, proxy material and other
information concerning the Company may be inspected.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed (File No. 1-1401) with the SEC pursuant
to Section 13 of the Exchange Act by the Company are incorporated herein
by reference:
1. the Company's Annual Report on Form 10-K for the year ended
December 31, 1993;
2. the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1994; and
3. the Company's Current Reports on Form 8-K dated March 18, 1994,
April 14, 1994 and May 25, 1994.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of
the offering of the securities offered hereby shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
filing of such documents. Any statement contained herein or in a document
all or a portion of which is incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement contained
herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein or in a Prospectus
Supplement modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company undertakes to provide without charge to each person,
including any beneficial owner, to whom a Prospectus is delivered, upon
written or oral request of such person, a copy of any or all documents
described above under "Incorporation of Certain Documents by Reference,"
other than exhibits to such documents. Such requests should be directed
to PECO Energy Company, Financial Division, S21-1, P.O. Box 8699,
Philadelphia, PA 19101, (215) 841-5741.
THE COMPANY
The Company, incorporated in Pennsylvania in 1929, is an operating
utility which provides electric and gas service to the public in
southeastern Pennsylvania. The total area served by the Company and its
subsidiaries covers 2,475 square miles. Electric service is supplied in
an area of 2,340 square miles with a population of about 3,700,000,
including 1,600,000 in the City of Philadelphia. Approximately 95% of the
electric service area and 64% of retail kilowatthour sales are in the
suburbs around Philadelphia and in northeastern Maryland, and 5% of the
service area and 36% of such sales are in the City of Philadelphia. In
1993, approximately 60% of the Company's electric output was generated
from nuclear sources. The Company estimates for 1994 that 59% of its
electric output will come from nuclear sources. Natural gas service is
supplied in a 1,475-square-mile area of southeastern Pennsylvania
adjacent to Philadelphia with a population of 1,900,000. The Company and
its subsidiaries hold franchises to the extent necessary to operate in
the areas served.
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The principal executive offices of the Company are located at 2301
Market Street, Philadelphia, Pennsylvania. Its mailing address is P.O.
Box 8699, Philadelphia, PA 19101, and its telephone number is (215) 841-
4000.
USE OF PROCEEDS
The net proceeds from sale of the New Bonds will be used for the
reduction of the outstanding amount of certain series of the Company's
previously issued higher-interest-rate long-term debt or higher-dividend-
rate preferred stock, and/or for general corporate purposes.
DESCRIPTION OF NEW BONDS AND MORTGAGE
The New Bonds are to be issued in one or more series under the
Company's First and Refunding Mortgage dated May 1, 1923, as amended and
supplemented by ninety-five supplemental indentures and as proposed to be
further amended and supplemented by one or more supplemental indentures
relating to one or more series of Offered Bonds (herein sometimes
referred to as the Mortgage). First Fidelity Bank, National Association,
is Trustee under the Mortgage (Trustee). Copies of the First and
Refunding Mortgage, the first ninety-five supplemental indentures and the
form of the Supplemental Indenture under which each series of the New
Bonds will be issued are on file with the SEC as exhibits to the
Registration Statement covering the New Bonds or as exhibits to other
documents.
The following description of the New Bonds and brief summaries of
certain Mortgage provisions are qualified in their entirety by the
provisions of the Mortgage.
The New Bonds will be limited in aggregate principal amount to
$250,000,000. The Prospectus Supplement will describe the following terms
relating to any particular series of Offered Bonds: (i) the title of such
Offered Bonds; (ii) the aggregate principal amount of such Offered Bonds;
(iii) the date on which such Offered Bonds mature; (iv) the rate per
annum at which such Offered Bonds will bear interest; (v) the dates on
which such interest will be payable; (vi) the public offering price of
such Offered Bonds; (vii) the redemption and/or sinking fund terms, if
any, of such Offered Bonds; (viii) whether the Offered Bonds will be
issued in certificated or book-entry form; and (ix) any other special
terms.
Interest will be paid to persons in whose names the New Bonds are
registered on record dates fixed by the Company which must be not more
than 14 days prior to each interest payment date. The New Bonds will be
issued in definitive, fully registered form without coupons in
denominations of $1,000 or any multiple thereof and will be exchangeable
for other New Bonds of the same series and of like aggregate principal
amount in any such denomination, without payment of any charge other than
a sum sufficient to reimburse the Company for any stamp tax or other
governmental charge incident to the exchange. Both principal and interest
on the New Bonds will be payable and transfers and exchanges of New Bonds
may be made at the principal corporate trust offices of First Fidelity
Bank, National Association, Philadelphia, PA and Morgan Guaranty Trust
Company of New York, New York, NY.
The Mortgage does not contain any covenant or other provision that
specifically is intended to afford holders of the New Bonds special
protection in the event of a highly leveraged transaction. The issuance
by the Company of long-term debt securities requires the approval of the
Pennsylvania Public Utility Commission (PUC), and any highly leveraged
transaction involving an acquisition of control of the Company would
require the approval of both the PUC and the SEC.
Security
The New Bonds will be secured equally with all other bonds outstanding
or hereafter issued under the Mortgage by the lien of the Mortgage which,
subject to minor exceptions and certain excepted encumbrances as defined
in the Mortgage and to the Trustee's prior lien for compensation and
expenses, constitutes a first lien on substantially all of the Company's
properties (including its
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undivided fractional interests in certain properties), consisting
principally of electric generating stations, electric transmission and
distribution lines and substations, gas production plants, gas
distribution facilities and general office and service buildings, other
than property which has been released from the lien of the Mortgage in
accordance with the terms thereof.
Under the Atomic Energy Act, neither the Trustee nor any other
transferee of the Company's property may operate a nuclear generating
station without authorization from the Nuclear Regulatory Commission.
The Company has pledged with the Trustee, as additional security for
the New Bonds and all other bonds now outstanding or hereafter issued
under the Mortgage, all of the common stock of PECO Energy Power Company
(formerly known as Philadelphia Electric Power Company) (a subsidiary of
the Company). The Company reserves broad rights with respect thereto,
including the right to sell or dispose of said common stock so long as
the Company is not in default under the terms of the Mortgage.
No securities may be issued by the Company which will rank ahead of
the mortgage bonds as to security. The Company may acquire property
subject to prior liens, but if such property is made the basis for the
issuance of additional bonds under the Mortgage, all additional bonds
issued under the prior lien after acquisition of the property by the
Company must be pledged under the Mortgage (Sections 5, 6 and 7 of
Article V).
Authentication and Delivery of Additional Bonds
The Mortgage permits the issuance from time to time of additional
bonds thereunder without limit as to aggregate amount upon the terms and
conditions provided in Article II thereof, which are summarized briefly
as follows:
Such additional bonds may be in principal amount equal to:
(1) the principal amount of underlying bonds secured by a prior
lien upon property acquired by the Company after March 1, 1937 and
deposited with the Trustee under the Mortgage (paragraph (a) of
Section 3 of Article II);
(2) the principal amount of any such underlying bonds redeemed or
retired, or for the payment, redemption or retirement of which funds
have been deposited in trust (paragraph (b) of Section 3 of Article
II);
(3) the principal amount of bonds authenticated under the Mortgage
on or after March 1, 1937, which have been delivered to the Trustee
(paragraph (c) of Section 3 of Article II);
(4) the principal amount of bonds issued under the Mortgage on or
after March 1, 1937, which are being refunded or redeemed, if funds
for the refunding or redemption have been deposited with the Trustee
(paragraph (d) of Section 3 of Article II);
(5) an amount not exceeding 60% of the actual cost or the fair
value, whichever is less, of the net amount of permanent additions to
the property subject to the lien of the Mortgage, made or acquired
after November 30, 1941, and of additional plants or property acquired
by the Company after November 30, 1941, and to be used in connection
with its electric or gas business as part of one connected system and
located in Pennsylvania or within 150 miles of Philadelphia (paragraph
(e) of Section 3 of Article II; Sections 15 and 16 of Article II); and
(6) the amount of cash deposited with the Trustee, which cash shall
not at any time exceed $3,000,000 or 10% of the aggregate principal
amount of bonds then outstanding under the Mortgage, whichever is
greater, and which cash may subsequently be withdrawn to the extent of
60% of capital expenditures, as described in clause (5) above
(paragraph (f) of Section 3 of Article II).
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No additional bonds may be issued under the Mortgage as outlined in
clauses (5) and (6) and, in certain cases, clause (3) above, unless the
net earnings of the Company (as defined in Section 4 of Article II),
after deductions for amounts set aside for renewal and replacement or
depreciation reserves and before provision for income taxes, for 12
consecutive calendar months within the 15 calendar months immediately
preceding the application for such bonds shall have been equal to at
least twice the annual interest charges on all bonds outstanding under
the Mortgage (including those then applied for) and any other bonds
secured by a lien on property of the Company. For purposes of this test,
the Company has not included in earnings Allowance for Funds Used During
Construction which is included in net income in the Company's
consolidated financial statements in accordance with the prescribed
system of accounts. The coverages under the earnings test of the Mortgage
and the ratios of earnings to fixed charges are included under "Part I,
Item 1. Business-Capital Requirements and Financing Activities" of the
Company's Annual Report to the SEC on Form 10-K and under "Part I.
Financial Information, Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations" of the Company's Quarterly
Reports to the SEC on Form 10-Q described above under "Incorporation of
Certain Documents by Reference." At December 31, 1993, the Company had at
least $918 million of available property additions (the most restrictive
issuance test of the Mortgage at December 31, 1993) against which $551
million of mortgage bonds could have been issued (see clause (5) above).
In addition, at December 31, 1993, the Company was entitled to issue
approximately $3.2 billion of mortgage bonds, without regard to the
earnings and property additions tests, against previously retired
mortgage bonds.
Release and Substitution of Property
The Company, while no event of default exists, may obtain the release
of the lien of the Mortgage on mortgaged property which is sold or
exchanged upon the deposit or pledge with the Trustee of cash or purchase
money obligations or, in certain instances, upon the substitution of
other property of equivalent value (Sections 1, 2 and 3 of Article VI).
The Mortgage also contains certain requirements relating to the
withdrawal or application of proceeds of released property and other
funds held by the Trustee (Section 4 of Article VI).
Corporate Existence
The Company may consolidated or merge with or into or convey, transfer
or lease all of the mortgaged property as an entirety or substantially as
an entirety to any corporation lawfully entitled to acquire or lease and
operate the property, provided that such consolidation, merger,
conveyance, transfer or lease in no respect impairs the lien of the
Mortgage or any rights or powers of the Trustee or the holders of the
outstanding mortgage bonds and provided that such successor corporation
executes and causes to be recorded an indenture which assumes all of the
terms, covenants and conditions of the Mortgage and any supplement
thereto (Sections 1 and 2 of Article VII).
Defaults
Events of default are defined in the Mortgage as (a) default for 60
days in the payment of interest on bonds or sinking fund deposits under
the Mortgage, (b) default in the payment of principal of bonds under the
Mortgage, (c) default in the performance of any other covenant in the
Mortgage continuing for a period of 60 days after written notice from the
Trustee, and (d) certain events of bankruptcy, insolvency or
reorganization, but in the case of reorganization only so long as the
Company's First and Refunding Mortgage Bonds 13.05% Series due 1994 are
outstanding (Section 2 of Article VIII).
Upon the authentication and delivery of additional bonds and the
release of cash or property, the Company is required to file with the
Trustee documents and reports with respect to the absence of default.
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Rights of Bondholders upon Default
The holders of a majority in principal amount of all the outstanding
mortgage bonds may, upon the occurrence of an event of default, require
the Trustee to accelerate the maturity of the bonds (Section 2 of Article
VIII) and to enforce the lien of the Mortgage (Section 5 of Article
VIII). Any such acceleration of the maturity of the bonds may, prior to
any sale under the Mortgage, and upon the remedying of all defaults, be
annulled by the holders of at least a majority of the outstanding bonds
(Section 22 of Article VIII). The Mortgage permits the Trustee to require
indemnity before proceeding to enforce the lien of the Mortgage (Sections
5 and 7 of Article VIII).
Amendments
The Company and the Trustee may amend the Mortgage without the consent
of the holders of mortgage bonds: (1) to subject additional property to
the lien of the Mortgage; (2) to define the covenants and provisions
permitted under or not inconsistent with the Mortgage; (3) to add to the
limitations of the authorized amount, date of maturity, method,
conditions and purposes of issue of any bonds issued under the Mortgage;
(4) to evidence the succession of another corporation to the Company and
the assumption by a successor corporation of the covenants and
obligations of the Company under the Mortgage; (5) to make such provision
in regard to matters or questions arising under the Mortgage as may be
necessary or desirable and not inconsistent with the Mortgage (Section 1
of Article XI).
In addition, when the Company's First and Refunding Mortgage Bonds of
the 6-1/8% Series due 1997 no longer remain outstanding, the Company and
the Trustee may amend the Mortgage or modify the rights of the holders of
the mortgage bonds with the written consent of the holders of at least
66-2/3% of the principal amount of the mortgage bonds then outstanding;
provided, that no such amendment shall, without the written consent of
the holder of each outstanding mortgage bond affected thereby: (1) change
the date of maturity of the principal of, or any installment of interest
on, any mortgage bond, or reduce the principal amount of any mortgage
bond or the interest thereon or any premium payable on the redemption
thereof, or change any place of payment where, or currency in which, any
mortgage bond or interest thereon is payable, or impair the right to
institute suit for the enforcement of any such payment on or after the
date of maturity thereof; (2) reduce the percentage in principal amount
of the outstanding mortgage bonds, the consent of whose holders is
required for any amendment, waiver of compliance with the provisions of
the Mortgage or certain defaults and their consequences; (3) modify any
of the amendment provisions or Section 22 of Article VIII (relating to
waiver of default), except to increase any such percentage or to provide
that certain other provisions of the Mortgage cannot be modified or
waived without the consent of the holder of each mortgage bond affected
thereby (Sections 2 and 3 of Article XI).
Trustee
First Fidelity Bank, National Association, the Trustee under the
Mortgage, is also registrar and disbursing agent for the Company's
mortgage bonds. First Fidelity Bank, National Association, is also a
depository of the Company, from time to time makes loans to the Company,
is trustee for three series of pollution control revenue bonds issued for
the benefit of the Company which are secured by bonds now outstanding
under the Mortgage and is trustee under a note indenture for the
Company's medium-term notes collateralized by bonds issued under the
Mortgage.
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EXPERTS
The consolidated financial statements and schedules of the Company
incorporated by reference in this Prospectus have been audited by Coopers
& Lybrand, independent accountants, for the periods indicated in their
reports thereon which are included in the Annual Report on Form 10-K for
the year ended December 31, 1993. The consolidated financial statements
and schedules audited by Coopers & Lybrand have been incorporated herein
by reference in reliance on their reports given on their authority as
experts in accounting and auditing.
LEGAL MATTERS
Certain legal matters will be passed upon for the Company by Ballard
Spahr Andrews & Ingersoll, Philadelphia, Pennsylvania, who will rely on
Miles & Stockbridge as to certain matters of Maryland law and on Cahill,
Wilinski & Cahill as to certain matters of New Jersey law. Certain legal
matters will be passed upon for the underwriters or agents by Drinker
Biddle & Reath, Philadelphia, Pennsylvania.
The statements as to matters of law and legal conclusions under
"Description of New Bonds and Mortgage" have been reviewed by Ballard
Spahr Andrews & Ingersoll as to matters of Pennsylvania law, Miles &
Stockbridge as to matters of Maryland law and Cahill, Wilinski & Cahill
as to matters of New Jersey law, and such statements are included herein
upon the authority of such counsel.
PLAN OF DISTRIBUTION
The Company may sell the New Bonds in one or more sales in any of the
following ways: (i) through underwriters or dealers; (ii) directly to a
limited number of purchasers; (iii) through agents; or (iv) any
combination of the above. This Prospectus will be supplemented or amended
to set forth the terms of the offering of the Offered Bonds and the
proceeds to the Company from such sale, any underwriting discounts and
other terms constituting underwriters' compensation, any initial public
offering price and any discounts or concessions allowed or reallowed or
paid to dealers. Any initial public offering price and any discounts or
concessions allowed or reallowed or paid to dealers may be changed from
time to time.
If underwriters are involved in the sale of Offered Bonds, such bonds
will be acquired by the underwriters for their own account and may be
resold from time to time in one or more transactions, including
negotiated transactions, at a fixed public offering price or at varying
prices determined at the time of the sale. This Prospectus, as amended or
supplemented, will name any underwriters involved in the sale and will
set forth the obligations of any such underwriters with respect to the
purchase of any such Offered Bonds, their intention, if any, to make a
market in any such Offered Bonds and the anticipated nature of the
secondary or exchange market, if applicable.
The Offered Bonds may be sold directly by the Company or through
agents designated by the Company from time to time. This Prospectus, as
supplemented or amended, will name any agent involved in the offer or
sale of the Offered Bonds and will set forth any commissions payable by
the Company to any such agent and the obligations of any such agent with
respect to the Offered Bonds.
In connection with the sale of the Offered Bonds, any underwriters or
agents may receive compensation from the Company or from purchasers in
the form of concessions or commissions. The Company will agree to
indemnify any such underwriters or agents against certain liabilities,
including liabilities under the Act, or contribute with respect to
payments which the underwriters or agents may be required to make in
respect thereof.
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=======================================================
No dealer, salesman or any other person has been
authorized to give any information or to make any
representations in connection with this offering other
than those contained in this Prospectus and, if given
or made, such information or representations must not
be relied upon as having been authorized by the Company
or by any purchaser or underwriter. This Prospectus
does not constitute an offer to sell or a solicitation
of an offer to buy any of the securities covered by
this Prospectus to any person in any jurisdiction in
which it is unlawful to make such an offer or
solicitation. Neither delivery of this Prospectus nor
any sale made hereunder shall, under any circumstances,
create an implication that there has been no change in
the facts herein set forth since the date hereof.
----------
CONTENTS
Page
----
Statement of Available Information . . . . 2
Incorporation of Certain Documents
by Reference. . . . . . . . . . . . . . 2
The Company. . . . . . . . . . . . . . . . 2
Use of Proceeds. . . . . . . . . . . . . . 3
Description of New Bonds and
Mortgage. . . . . . . . . . . . . . . . 3
Experts. . . . . . . . . . . . . . . . . . 7
Legal Matters. . . . . . . . . . . . . . . 7
Plan of Distribution . . . . . . . . . . . 7
=======================================================
<PAGE>
=======================================================
PECO
ENERGY
COMPANY
PROSPECTUS
$250,000,000
FIRST AND REFUNDING
MORTGAGE BONDS
=======================================================
<PAGE>
<PAGE>
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. Exhibits
Exhibit
Number
-------
24-1 Consent of Independent Accountants
24-2 Consent of Ballard Spahr Andrews & Ingersoll
24-3 Consent of Miles & Stockbridge
24-4 Consent of Cahill, Wilinski & Cahill
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant, PECO Energy Company (formerly known as PHILADELPHIA ELECTRIC
COMPANY), certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this registration statement or amendment to be signed on its behalf by
the undersigned, thereunto duly authorized in the City of Philadelphia,
Commonwealth of Pennsylvania, on the 3rd day of June, 1994.
PECO Energy Company
By: /s/ J. F. Paquette, Jr.
--------------------------
J. F. Paquette, Jr.
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment has been signed by the following
persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
---------- ----- -----
<S> <C> <C>
/s/ J.F. Paquette, Jr.
- ---------------------------- Chairman of the Board June 3, 1994
J. F. Paquette, Jr. and Director
(Principal Executive Officer)
/s/ C. A. McNeill, Jr.
- ---------------------------- President and Director June 3, 1994
C. A. McNeill, Jr. (Principal Operating Officer)
/s/ K. G. Lawrence
- ---------------------------- Senior Vice President-Finance June 3, 1994
K. G. Lawrence (Principal Financial and
Accounting Officer)
</TABLE>
This registration statement or amendment has also been signed by
J.F. Paquette, Jr., Attorney-in-Fact, on behalf of the following
Directors on the date indicated:
Susan W. Catherwood Edithe J. Levit
M. Walter D'Alessio Kinnaird R. McKee
Richard G. Gilmore Joseph J. McLaughlin
Nelson G. Harris John M. Palms
Joseph C. Ladd Ronald Rubin
By: /s/ J. F. Paquette, Jr.
-------------------------------
J.F. Paquette, Jr. June 3, 1994
Attorney-in-Fact
<PAGE>
Exhibit 24-1
CONSENT OF INDEPENDENT ACCOUNTANTS
To The Board of Directors,
PECO Energy Company:
We consent to the incorporation by reference in the registration
statement of PECO Energy Company, formerly known as Philadelphia Electric
Company, on Form S-3, with respect to the registration of $1,000,000,000
of mortgage bonds (Registration No. 33-49887), of our reports dated
January 31, 1994, on our audits of the consolidated financial statements
and financial statement schedules of PECO Energy Company and Subsidiary
Companies as of December 31, 1993 and 1992, and for each of the three
years in the period ended December 31, 1993, listed in Item 14 of the
1993 Annual Report of PECO Energy Company on Form 10-K. We also consent
to the reference to our firm under the heading "Experts".
/s/ Coopers & Lybrand
-------------------------
Coopers & Lybrand
Philadelphia, Pennsylvania
June 3, 1994<PAGE>
Exhibit 24-2
CONSENT OF BALLARD SPAHR ANDREWS & INGERSOLL
To The Board of Directors,
PECO Energy Company:
We hereby consent to all references to our firm included in or made
a part of the Registration Statement.
/s/ Ballard Spahr Andrews & Ingersoll
--------------------------------------
Ballard Spahr Andrews & Ingersoll
Philadelphia, Pennsylvania
June 3, 1994<PAGE>
Exhibit 24-3
CONSENT OF MILES & STOCKBRIDGE
To The Board of Directors,
PECO Energy Company:
We hereby consent to all references to our firm included in or made
a part of the Registration Statement.
/s/ Miles & Stockbridge
----------------------------
Miles & Stockbridge
Baltimore, Maryland
June 3, 1994
<PAGE>
Exhibit 24-4
CONSENT OF CAHILL, WILINSKI & CAHILL
To The Board of Directors,
PECO Energy Company:
We hereby consent to all references to our firm included in or made
a part of the Registration Statement.
/s/ Cahill, Wilinski & Cahill
-------------------------------
Cahill, Wilinski & Cahill
Haddonfield, New Jersey
June 3, 1994
<PAGE>
