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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-4/A
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934)
PECO ENERGY COMPANY
(Name of the Issuer)
PECO ENERGY COMPANY
(Name of Person(s) Filing Statement)
DEPOSITARY SHARES, EACH REPRESENTING A 1/4 SHARE OF
$7.96 CUMULATIVE PREFERRED STOCK
(Title of Class of Securities)
693304875
(CUSIP Number of Class of Securities)
J. B. MITCHELL
VICE PRESIDENT - FINANCE AND TREASURER
PECO ENERGY COMPANY
P.O. BOX 8699, 2301 MARKET STREET
PHILADELPHIA, PA 19101
(215) 841-4000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Person(s) Filing Statement)
----------------------------
PLEASE ADDRESS A COPY OF ALL COMMUNICATIONS TO:
ROBERT C. GERLACH, ESQ. ROBERT M. JONES, JR., ESQ.
BALLARD SPAHR ANDREWS & INGERSOLL DRINKER BIDDLE & REATH
1735 MARKET STREET, 51ST FLOOR 1345 CHESTNUT STREET
PHILADELPHIA, PENNSYLVANIA 19103 PHILADELPHIA, PENNSYLVANIA 19107
(215) 865-8000 (215) 988-2700
November 8, 1995
(Date Tender Offer First Published, Sent or Given to Security Holders)
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
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$137,025,000 $27,405
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* For purposes of calculating the filing fee pursuant to Rule 0-11 of
the Securities Exchange Act of 1934, as amended, the market value of
the Depositary Shares, each representing a 1/4 share interest in the
Company's $7.96 Cumulative Preferred Stock (the "Depositary Shares")
proposed to be acquired was determined by multiplying $25-3/8 (the
average of the high and low reported prices of the Depositary Shares
on the New York Stock Exchange on November 3, 1995, by 5,400,000 (the
number of Depositary Shares which PECO Energy Company has offered to
acquire).
/x/ Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $46,552
Form or Registration Nos.: Form S-4 (Registration Nos. 33-60859 and
33-60859-01)
Filing Parties: PECO Energy Company, PECO Energy Capital, L.P. and
PECO Energy Capital Trust I
Date Filed: July 5, 1995
Page 1 of 4 pages
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This Amendment No. 1 (the "Final Amendment") amends and
supplements the Issuer Tender Offer Statement on Schedule 13E-4 (the "Schedule
13E-4") originally filed by PECO Energy Company ("PECO Energy") on November 7,
1995. Capitalized terms used but not otherwise defined herein shall have the
meanings assigned to them in the Schedule 13E-4. By this Final Amendment, the
Schedule 13E-4 is hereby amended as set forth below:
ITEM 1. SECURITY AND ISSUER.
Item 1 is hereby amended and supplemented by adding thereto the
following:
(a) The Offer terminated in accordance with its terms at
midnight, New York City time, on Wednesday, December 13, 1995.
According to a final count by First Chicago Trust Company of New
York, exchange agent for the Offer, there were validly tendered
pursuant to the Offer, 3,124,183 Depositary Shares, each
representing a one-fourth interest in a share of $7.96 Cumulative
Preferred Stock of PECO Energy (or 55.8% of the 5,600,000 Depositary
Shares ouytstanding before the Offer). Pursuant to the Offer, PECO
Energy accepted for payment all such Depositary Shares validly
tendered according to the terms of the Offer.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented by adding thereto the
following:
(a) Press Release issued by PECO Energy on December 14, 1995
(Exhibit R).
Page 2 of 4 pages
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SIGNATURE
After due inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Dated: December 20, 1995 PECO Energy Company
By: /s/ J. Barry Mitchell
-----------------------
J. Barry Mitchell
Vice President - Finance and Treasurer
Page 3 of 4 pages
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EXHIBITS
Exhibit R Press Release issued by PECO Energy on December 14, 1995
Page 4 of 4 pages
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EXHIBIT R
FOR IMMEDIATE RELEASE
DECEMBER 14, 1995
CONTACT:
NEIL MCDERMOTT, (215) 841-4122 J. B. MITCHELL, (215) 841-5800
PECO ENERGY COMPANY ANNOUNCES THE RESULTS OF ITS OFFER TO EXCHANGE TRUST
RECEIPTS ("TOPrS")
PECO Energy Company announced today that based on a preliminary count by the
exchange agent, 3,123,983 Depositary Shares (or 55.8% of the 5,600,000
Depositary Shares outstanding before the exchange offer) have been tendered
pursuant to PECO Energy Company's offer to exchange the Depositary Shares for
Trust Receipts ("TOPrS"). Of the 3,123,983 Depositary Shares tendered, 40,741
were tendered by using a notice of guaranteed delivery. The Offer expired at
12:00 Midnight, New York City time, on December 13, 1995. There will be no
proration of the Depositary Shares tendered for exchange.
On November 8, 1995, PECO Energy Company commenced its offer to exchange Trust
Receipts, each representing a 8.72% Cumulative Monthly Income Preferred
Security, Series B representing a limited partner interest issued by PECO
Energy Capital, L.P. for up to 5,400,000 outstanding Depositary Shares, each
representing a one-fourth interest in a share of $7.96 Cumulative Preferred
Stock of PECO Energy Company.
PECO Energy Capital, L.P. is a finance subsidiary of PECO Energy Company which
was created solely for the purpose of issuing one or more series of its
Preferred Securities constituting limited partner interests. The only assets of
PECO Energy Capital, L.P. are the related series of subordinated debentures of
PECO Energy Company. The Trust Receipts will be issued by PECO Energy Capital
Trust I, a statutory business trust with assets consisting solely of the
Preferred Securities.
PECO Energy Company expects to issue the Trust Receipts for distribution by the
exchange agent on December 19, 1995.
