As filed with the Securities and Exchange Commission on January 26, 1996
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
-----------------------
PECO ENERGY COMPANY*
(Exact name of registrant as specified in its charter)
Pennsylvania 23-0970240
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
P.O. Box 8699
2301 Market Street
Philadelphia, Pennsylvania 19101
(Address of principal executive offices) (Zip code)
PECO ENERGY COMPANY
Long-Term Incentive Plan
(Full title of the plan)
J. Barry Mitchell, Vice President-Finance and Treasurer
P.O. Box 8699
2301 Market Street
Philadelphia, Pennsylvania 19101
(Name and address of agent for service)
(215) 841-4000
(Telephone number, including area code, of agent for service)
with copies to:
James W. Durham, Esquire Robert C. Gerlach, Esquire
Senior Vice President and Ballard Spahr Andrews & Ingersoll
General Counsel 1735 Market Street, 51st Floor
P.O. Box 8699 Philadelphia, Pennsylvania 19103
2301 Market Street
Philadelphia, Pennsylvania 19101
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered Per Share(1) Offering Price (1) Registration Fee
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, without par
value 4,800,000 shares $30.875 $148,200,000 $51,103.45
=================================================================================================================
</TABLE>
1
<PAGE>
(1) Estimated solely for the purpose of calculating the registration fee. The
price shown is based upon $30.875 per share, which is the average of the
high and low prices on the New York Stock Exchange Composite Transactions
for January 24, 1996 for securities of the same class as those to be
offered, in accordance with Rule 457(c).
- ------------------------------
*Formerly known as Philadelphia Electric Company.
2
<PAGE>
On August 3, 1989, Philadelphia Electric Company (now PECO Energy Company)
(PECO Energy or Registrant) filed with the Securities and Exchange Commission
(SEC) a Registration Statement on Form S-8, Registration Statement No. 33-30317
(Registration Statement), to register 4,800,000 shares of the Company's Common
Stock which were issuable under the Company's Long-Term Incentive Plan (Plan) as
restricted stock or dividend equivalents, or which were issuable upon the
exercise of options granted under the Plan. PECO Energy hereby incorporates by
reference Registration Statement No. 33-30317 as if such were fully set forth
herein. The Company is now filing a separate registration statement to register
an additional 4,800,000 shares of the Company's Common Stock which may be issued
as restricted stock or dividend equivalents under the Plan, or which will become
issuable upon the exercise of additional options which may be granted under the
Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of this
registration statement will be given or sent to all persons who participate in
the Plan as specified by Rule 428 under the Securities Act of 1933, as amended
(Securities Act).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents filed with the SEC pursuant to the Securities
Exchange Act of 1934 (Exchange Act) by PECO Energy (File No. 1-1401) are
incorporated herein by reference:
1. PECO Energy's Annual Report on Form 10-K for the year ended
December 31, 1994;
2. PECO Energy's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1995 and June 30, 1995 and September 30, 1995;
3. PECO Energy's Current Reports on Form 8-K dated February 2, 1995,
May 24, 1995, June 13, 1995, July 24, 1995, August 14, 1995, October 17,
1995, October 23, 1995 and November 1, 1995; and
4. PECO Energy's Registration of Certain Classes of Securities on Form
8-A, as amended by Form 8 filed October 24, 1991.
II-1
<PAGE>
Each document filed subsequent to the date of this registration statement
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities remaining
unsold shall be deemed to be incorporated by reference in this registration
statement and shall be a part hereof from the date of filing of such document.
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 registration statement 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
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 registration statement.
This registration statement incorporates documents by reference which are
not presented herein or delivered herewith. PECO Energy 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.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
PECO Energy's Bylaws provide that PECO Energy is obligated to indemnify
directors and officers and other persons designated by the Board of Directors
against any liability including any damage, judgment, amount paid in settlement,
fine, penalty, cost or expense (including, without limitation, attorneys' fees
and disbursements) incurred in connection with any proceeding. The Bylaws
provide that no indemnification shall be made where the act or failure to act
giving rise to the claim for indemnification is determined by arbitration or
otherwise to have constituted willful misconduct or recklessness or attributable
to receipt from PECO Energy of a personal benefit to which the recipient is not
legally entitled.
Section 518 of the Pennsylvania Business Corporation Law of 1988 provides
that indemnification pursuant to a bylaw may be granted for any action taken or
any failure to take any action, absent a court determination of willful
misconduct or recklessness, and may
II-2
<PAGE>
be made whether or not the corporation would have the power to indemnify the
person under any other provision of law.
Pursuant to the Pennsylvania Business Corporation Law of 1988, PECO
Energy's Bylaws provide that directors generally will not be liable for monetary
damages in any action whether brought by shareholders directly or in the right
of PECO Energy or by third parties unless they fail in the good faith
performance of their duties as fiduciaries (the standard of care established by
the Pennsylvania Business Corporation Law of 1988), and such failure constitutes
self-dealing, willful misconduct or recklessness.
PECO Energy has purchased directors' and officers' liability insurance.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
4 Specimen copy of Common Stock certificate. (Incorporated by reference
to Exhibit 2(a)-1, File No. 2-53126)
5 Opinion of Ballard Spahr Andrews & Ingersoll
23.1 Consent of Independent Accountant
23.2 Consent of Ballard Spahr Andrews & Ingersoll (included in Exhibit 5)
24 Powers of Attorney
99 PECO Energy Company Long-Term Incentive Plan
Item 9. Undertakings
A. Rule 415 Offering
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act;
II-3
<PAGE>
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in the volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the SEC pursuant to Rule 424(b) of the
Securities Act if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change in such information in the
registration statement;
Provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with
or furnished to the SEC by the Registrant pursuant to section 13 or section
15(d) of the Exchange Act that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from any registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
B. Filings Incorporating Subsequent Exchange Act Documents by Reference
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that it
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
C. Request for Acceleration of Effective Date or Filing of Registration
Statement on Form S-8
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the
II-4
<PAGE>
foregoing provisions, or otherwise, the Registrant has been advised that in the
opinion of the SEC such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant,
PECO Energy Company, certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Philadelphia, Commonwealth of Pennsylvania, on
the day of January 1996.
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 has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
/s/ J.F. Paquette, Jr.
- --------------------------- Chairman of the Board January 26, 1996
J.F. Paquette, Jr. and Director
/s/ C.A. McNeill, Jr.
- --------------------------- President, Chief Executive January 26, 1996
C.A. McNeill, Jr. Officer and Director
(Principal Executive Officer)
/s/ K.G. Lawrence
- --------------------------- Senior Vice President- January 26, 1996
K.G. Lawrence Finance and Chief Financial
Officer (Principal Financial
and Accounting Officer)
This registration statement has also been signed by C.A. McNeill, Jr.,
Attorney-in- Fact, on behalf of the following Directors on the date indicated:
Susan W. Catherwood Joseph C. Ladd
M. Walter D'Alessio Edithe J. Levit
Richard G. Gilmore Kinnaird R. McKee
Richard H. Glanton Joseph J. McLaughlin
James A. Hagen John M. Palms
Nelson G. Harris Ronald Rubin
Robert Subin
By: /s/ C.A. McNeill, Jr.
- ---------------------------
C.A. McNeill, Jr.
Attorney-in-Fact
II-6
Exhibit 5
[LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL]
January 26, 1996
PECO Energy Company
P.O. Box 8699
2301 Market Street
Philadelphia, PA 19101
Re: Shares of Common Stock Subject to Option or
Issuance Under the PECO Energy Company Long-Term
Incentive Plan
Gentlemen:
We have acted as counsel to PECO Energy Company (the "Company") in
connection with the registration under the Securities Act of 1933, as amended,
of 4,800,000 additional shares of common stock of the Company, without par value
(the "Additional Shares"), which may be issued pursuant to the PECO Energy
Company Long-Term Incentive Plan (the "Plan"). The defined terms used in this
opinion have the same meaning as set forth in the Plan.
The opinion expressed below is based on the assumption that the
Registration Statement on Form S-8 with respect to the Additional Shares
issuable under the Plan will have been filed by the Company with the Securities
and Exchange Commission and will have become effective before any of the
Additional Shares are issued and that persons acquiring the Additional Shares
will do so strictly in accordance with the terms of the Plan and will receive a
prospectus containing all of the information required by Part I of Form S-8
before acquiring such Additional Shares.
Based on the foregoing, we are of the opinion that the Additional Shares
(a) when delivered upon the exercise of Options granted by the Compensation
Committee of the Company's Board of Directors and upon payment of the Option
price, (b) when delivered as payment for Dividend Equivalents granted under the
Plan or (c) when issued as Restricted Stock Awards pursuant to
<PAGE>
PECO Energy Company
January 26, 1996
Page 2
the Plan, all in accordance with the terms of the Plan, will be legally issued,
fully paid and non-assessable.
We consent to the filing of this opinion as Exhibit 5 to the Registration
Statement.
Very truly yours,
/s/ Ballard Spahr Andrews & Ingersoll
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement on Form S-8, with
respect to the registration of 4,800,000 shares of common stock, of our report
dated January 30, 1995, on our audits of the consolidated financial statements
and financial statement schedules of PECO Energy Company.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
January 26, 1996
Exhibit 24
PECO ENERGY COMPANY
P O W E R O F A T T O R N E Y
KNOW ALL MEN BY THESE PRESENTS That I, Susan W. Catherwood of Bryn Mawr,
PA, do hereby appoint J. F. PAQUETTE, JR. and C. A. MC NEILL, JR., or either of
them, attorney for me and in my name and on my behalf to sign the Registration
Statement, and any amendments thereto, of PECO ENERGY COMPANY to be filed with
the Securities and Exchange Commission under the Securities Act of 1933, with
respect to the issue and sale of additional shares of Common Stock of PECO
Energy Company pursuant to the provisions of the Long Term Incentive Plan of the
Company, and generally to do and perform all things necessary to be done in the
premises as fully and effectually in all respects as I could do if personally
present.
Dated: November 27, 1995
/s/ Susan W. Catherwood (L.S.)
-----------------------------
Susan W. Catherwood
<PAGE>
PECO ENERGY COMPANY
P O W E R O F A T T O R N E Y
KNOW ALL MEN BY THESE PRESENTS That I, M. Walter D'Alessio of Philadelphia,
PA, do hereby appoint J. F. PAQUETTE, JR. and C. A. MC NEILL, JR., or either of
them, attorney for me and in my name and on my behalf to sign the Registration
Statement, and any amendments thereto, of PECO ENERGY COMPANY to be filed with
the Securities and Exchange Commission under the Securities Act of 1933, with
respect to the issue and sale of additional shares of Common Stock of PECO
Energy Company pursuant to the provisions of the Long Term Incentive Plan of the
Company, and generally to do and perform all things necessary to be done in the
premises as fully and effectually in all respects as I could do if personally
present.
Dated: November 27, 1995
/s/ M. Walter D'Alessio (L.S.)
-----------------------------
M. Walter D'Alessio
<PAGE>
PECO ENERGY COMPANY
P O W E R O F A T T O R N E Y
KNOW ALL MEN BY THESE PRESENTS That I, Richard G. Gilmore of West Chester,
PA , do hereby appoint J. F. PAQUETTE, JR. and C. A. MC NEILL, JR., or either of
them, attorney for me and in my name and on my behalf to sign the Registration
Statement, and any amendments thereto, of PECO ENERGY COMPANY to be filed with
the Securities and Exchange Commission under the Securities Act of 1933, with
respect to the issue and sale of additional shares of Common Stock of PECO
Energy Company pursuant to the provisions of the Long Term Incentive Plan of the
Company, and generally to do and perform all things necessary to be done in the
premises as fully and effectually in all respects as I could do if personally
present.
Dated: November 27, 1995
/s/ Richard G. Gilmore (L.S.)
-----------------------------
Richard G. Gilmore
<PAGE>
PECO ENERGY COMPANY
P O W E R O F A T T O R N E Y
KNOW ALL MEN BY THESE PRESENTS That I, Richard H. Glanton of Philadelphia,
PA, do hereby appoint J. F. PAQUETTE, JR. and C. A. MC NEILL, JR., or either of
them, attorney for me and in my name and on my behalf to sign the Registration
Statement, and any amendments thereto, of PECO ENERGY COMPANY to be filed with
the Securities and Exchange Commission under the Securities Act of 1933, with
respect to the issue and sale of additional shares of Common Stock of PECO
Energy Company pursuant to the provisions of the Long Term Incentive Plan of the
Company, and generally to do and perform all things necessary to be done in the
premises as fully and effectually in all respects as I could do if personally
present.
Dated: November 27, 1995
/s/ Richard H. Glanton (L.S.)
-----------------------------
Richard H. Glanton
<PAGE>
PECO ENERGY COMPANY
P O W E R O F A T T O R N E Y
KNOW ALL MEN BY THESE PRESENTS That I, James A. Hagen of Villanova, PA, do
hereby appoint J. F. PAQUETTE, JR. and C. A. MC NEILL, JR., or either of them,
attorney for me and in my name and on my behalf to sign the Registration
Statement, and any amendments thereto, of PECO ENERGY COMPANY to be filed with
the Securities and Exchange Commission under the Securities Act of 1933, with
respect to the issue and sale of additional shares of Common Stock of PECO
Energy Company pursuant to the provisions of the Long Term Incentive Plan of the
Company, and generally to do and perform all things necessary to be done in the
premises as fully and effectually in all respects as I could do if personally
present.
Dated: November 27, 1995
/s/ James A. Hagen (L.S.)
-----------------------------
James A. Hagen
<PAGE>
PECO ENERGY COMPANY
P O W E R O F A T T O R N E Y
KNOW ALL MEN BY THESE PRESENTS That I, Nelson G. Harris of Lafayette Hill,
PA, do hereby appoint J. F. PAQUETTE, JR. and C. A. MC NEILL, JR., or either of
them, attorney for me and in my name and on my behalf to sign the Registration
Statement, and any amendments thereto, of PECO ENERGY COMPANY to be filed with
the Securities and Exchange Commission under the Securities Act of 1933, with
respect to the issue and sale of additional shares of Common Stock of PECO
Energy Company pursuant to the provisions of the Long Term Incentive Plan of the
Company, and generally to do and perform all things necessary to be done in the
premises as fully and effectually in all respects as I could do if personally
present.
Dated: November 27, 1995
/s/ Nelson G. Harris (L.S.)
-----------------------------
Nelson G. Harris
<PAGE>
PECO ENERGY COMPANY
P O W E R O F A T T O R N E Y
KNOW ALL MEN BY THESE PRESENTS That I, Joseph C. Ladd of Rosemont, PA, do
hereby appoint J. F. PAQUETTE, JR. and C. A. MC NEILL, JR., or either of them,
attorney for me and in my name and on my behalf to sign the Registration
Statement, and any amendments thereto, of PECO ENERGY COMPANY to be filed with
the Securities and Exchange Commission under the Securities Act of 1933, with
respect to the issue and sale of additional shares of Common Stock of PECO
Energy Company pursuant to the provisions of the Long Term Incentive Plan of the
Company, and generally to do and perform all things necessary to be done in the
premises as fully and effectually in all respects as I could do if personally
present.
Dated: November 27, 1995
/s/ Joseph C. Ladd (L.S.)
-----------------------------
Joseph C. Ladd
<PAGE>
PECO ENERGY COMPANY
P O W E R O F A T T O R N E Y
KNOW ALL MEN BY THESE PRESENTS That I, of Edithe J. Levit of
Philadelphia,PA, do hereby appoint J. F. PAQUETTE, JR. and C. A. MC NEILL, JR.,
or either of them, attorney for me and in my name and on my behalf to sign the
Registration Statement, and any amendments thereto, of PECO ENERGY COMPANY to be
filed with the Securities and Exchange Commission under the Securities Act of
1933, with respect to the issue and sale of additional shares of Common Stock of
PECO Energy Company pursuant to the provisions of the Long Term Incentive Plan
of the Company, and generally to do and perform all things necessary to be done
in the premises as fully and effectually in all respects as I could do if
personally present.
Dated: November 27, 1995
/s/ Edithe J. Levit (L.S.)
-----------------------------
Edithe J. Levit
<PAGE>
PECO ENERGY COMPANY
P O W E R O F A T T O R N E Y
KNOW ALL MEN BY THESE PRESENTS That I, Kinnaird R. McKee of Oxford, MD, do
hereby appoint J. F. PAQUETTE, JR. and C. A. MC NEILL, JR., or either of them,
attorney for me and in my name and on my behalf to sign the Registration
Statement, and any amendments thereto, of PECO ENERGY COMPANY to be filed with
the Securities and Exchange Commission under the Securities Act of 1933, with
respect to the issue and sale of additional shares of Common Stock of PECO
Energy Company pursuant to the provisions of the Long Term Incentive Plan of the
Company, and generally to do and perform all things necessary to be done in the
premises as fully and effectually in all respects as I could do if personally
present.
Dated: November 27, 1995
/s/ Kinnaird R. McKee (L.S.)
-----------------------------
Kinnaird R. McKee
<PAGE>
PECO ENERGY COMPANY
P O W E R O F A T T O R N E Y
KNOW ALL MEN BY THESE PRESENTS That I, Joseph J. McLaughlin of Rosemont,
PA, do hereby appoint J. F. PAQUETTE, JR. and C. A. MC NEILL, JR., or either of
them, attorney for me and in my name and on my behalf to sign the Registration
Statement, and any amendments thereto, of PECO ENERGY COMPANY to be filed with
the Securities and Exchange Commission under the Securities Act of 1933, with
respect to the issue and sale of additional shares of Common Stock of PECO
Energy Company pursuant to the provisions of the Long Term Incentive Plan of the
Company, and generally to do and perform all things necessary to be done in the
premises as fully and effectually in all respects as I could do if personally
present.
Dated: November 27, 1995
/s/ Joseph J. McLaughlin (L.S.)
------------------------------
Joseph J. McLaughlin
<PAGE>
PECO ENERGY COMPANY
P O W E R O F A T T O R N E Y
KNOW ALL MEN BY THESE PRESENTS That I, John M. Palms of Columbia, SC, do
hereby appoint J. F. PAQUETTE, JR. and C. A. MC NEILL, JR., or either of them,
attorney for me and in my name and on my behalf to sign the Registration
Statement, and any amendments thereto, of PECO ENERGY COMPANY to be filed with
the Securities and Exchange Commission under the Securities Act of 1933, with
respect to the issue and sale of additional shares of Common Stock of PECO
Energy Company pursuant to the provisions of the Long Term Incentive Plan of the
Company, and generally to do and perform all things necessary to be done in the
premises as fully and effectually in all respects as I could do if personally
present.
Dated: November 27, 1995
/s/ John M. Palms (L.S.)
-----------------------------
John M. Palms
<PAGE>
PECO ENERGY COMPANY
P O W E R O F A T T O R N E Y
KNOW ALL MEN BY THESE PRESENTS That I, Ronald Rubin of Narberth, PA, do
hereby appoint J. F. PAQUETTE, JR. and C. A. MC NEILL, JR., or either of them,
attorney for me and in my name and on my behalf to sign the Registration
Statement, and any amendments thereto, of PECO ENERGY COMPANY to be filed with
the Securities and Exchange Commission under the Securities Act of 1933, with
respect to the issue and sale of additional shares of Common Stock of PECO
Energy Company pursuant to the provisions of the Long Term Incentive Plan of the
Company, and generally to do and perform all things necessary to be done in the
premises as fully and effectually in all respects as I could do if personally
present.
Dated: November 27, 1995
/s/ Ronald Rubin (L.S.)
-----------------------------
Ronald Rubin
<PAGE>
PECO ENERGY COMPANY
P O W E R O F A T T O R N E Y
KNOW ALL MEN BY THESE PRESENTS That I, Robert Subin of Blue Bell, PA, do
hereby appoint J. F. PAQUETTE, JR. and C. A. MC NEILL, JR., or either of them,
attorney for me and in my name and on my behalf to sign the Registration
Statement, and any amendments thereto, of PECO ENERGY COMPANY to be filed with
the Securities and Exchange Commission under the Securities Act of 1933, with
respect to the issue and sale of additional shares of Common Stock of PECO
Energy Company pursuant to the provisions of the Long Term Incentive Plan of the
Company, and generally to do and perform all things necessary to be done in the
premises as fully and effectually in all respects as I could do if personally
present.
Dated: November 27, 1995
/s/ Robert Subin (L.S.)
-----------------------------
Robert Subin
Exhibit 99
PECO ENERGY COMPANY
LONG-TERM INCENTIVE PLAN
1. Purpose. The purpose of the Plan is to encourage key employees to
identify with shareholder concerns and to assist the Company in attracting and
retaining highly talented employees throughout the organization.
2. Eligibility. Awards under the Plan may be granted only to employees as
selected by the Committee and non-employee directors of the Company upon whose
judgment, interest and special efforts the Company is largely dependent for the
successful conduct of its operations.
3. Definitions.
(a) "Plan" shall mean the PECO Energy Company Long-Term Incentive
Plan, as amended.
(b) "Company" shall mean PECO Energy Company, a Pennsylvania
corporation, or any successor thereof, and its subsidiaries.
(c) "Committee" shall mean the Compensation Committee of the Company's
Board of Directors, consisting of two or more directors, each of whom is a
"disinterested person" within the meaning of Rule 16b-3 under the Securities
Exchange Act of 1934.
1
<PAGE>
(d) "Participant" shall mean any full-time salaried employee of the
Company designated by the Committee and non-employee directors to whom an award
has been made.
(e) "Award" shall mean the grant of an Option, Dividend Equivalent or
Restricted Common Stock.
(f) "Option" shall mean an option to purchase Common Stock which meets
the requirements set forth in the Plan at the Option price for a specified
period of time not to exceed ten years from the date of grant.
(g) "Fair Market Stock Value" shall mean the official closing price of
the Stock on the New York Stock Exchange on the date on which Fair Market Stock
Value is being determined as reported on the Composite Tape for transactions on
the New York Stock Exchange. In the event that there are no stock transactions
on such date, the Fair Market Stock Value will be determined as of the
immediately preceding date on which there were stock transactions on the New
York Stock Exchange.
(h) "Dividend Equivalent" shall mean an amount determined by
multiplying the number of shares of stock subject to such Options as are
selected by the Committee on the date such Option is granted by the per-share
cash dividend, or the per-share Fair Market Stock Value of any dividend in other
than cash, paid by the Company on its Common Stock on a dividend payment date
after the date of grant.
2
<PAGE>
(i) "Restricted Common Stock" means Common Stock delivered subject to
certain restrictions as determined by the Committee.
(j) "Performance Period" shall mean a period of not less then three or
more than five years selected by the Committee for determining whether Dividend
Equivalents associated with an Option shall be payable to a Participant.
(k) "Common Stock" shall mean Common Stock of the Company.
4. Shares Subject to the Plan. Two percent of the shares of Common Stock
outstanding at the time of grant, less the number of shares of Restricted Common
Stock and Common Stock subject to Options granted under the Plan during the
immediately preceding four-calendar-year period, subject to the adjustment
provisions of Section 15 below, may be awarded under the Plan. If any Option
expires or terminates for any reason without having been exercised in full, the
unpurchased shares will again be available for the purposes of the Plan.
Restricted Common Stock and shares which are the subject of Options may be
shares which were previously issued and outstanding and later reacquired by the
Company and held in its treasury, or may be authorized but unissued shares of
Common Stock, or may be partly of each.
5. Effective Date and Termination of Plan. The effective date of the Plan
is April 12, 1989, subject to ratification by the Company's shareholders. The
Plan shall
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terminate on the earlier of (i) April 12, 1999 or (ii) at any such time as the
Board of Directors may determine.
6. Administration of the Plan.
6.1 The Plan shall be administered by the Committee.
6.2 Subject to the terms hereof, the Committee shall have the
authority to:
(a) Interpret, construe and implement the provisions of the Plan;
(b) Establish, amend, and rescind appropriate rules and
regulations relating to the Plan;
(c) Select the employees to whom Options, Dividend Equivalents
and Restricted Common Stock will be granted;
(d) Determine the number of Options, Dividend Equivalents and
Restricted Common Stock to be awarded each employee Participant;
(e) Establish the Option price at the time any Option is granted
pursuant to Section 7.1 at not less than the Fair Market Stock Value of the
Common Stock on the date on which such Option is granted;
(f) Establish appropriate performance requirements and
restrictions applicable to Dividend Equivalents granted in conjunction with an
Option; and
(g) Take all such steps and make all such determinations in
connection with the Plan as it may deem necessary or advisable.
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6.3 All determinations of the Committee shall be final and binding on
the Company and all participants.
6.4 Subject to the conditions set forth in Section 5, all current
non-employee directors will receive an Option for 5,000 shares; upon election
all new non-employee directors will receive an Option for 5,000 shares; and
non-employee directors will receive an Option for 3,000 shares at each three
year anniversary of the initial grant as long as they continue to be
non-employee directors on such date. The Option price for such Options shall be
the Fair Market Stock Value of the Common Stock on the date on which such Option
is granted. Options granted to non-employee directors will vest immediately.
7. Terms and Conditions of Options.
7.1 Grant of Options. Subject to the provisions of Section 4,
Options may be granted to employee Participants at any time and from time to
time as may be determined by the Committee. The Committee will have complete
discretion in determining the number of Options granted to each employee
Participant and the number of shares of Common Stock subject to such Options.
7.2 Option Agreement. As determined by the Committee on the date
of grant, each Option will be evidenced by a stock option certificate that
shall, among other things, specify the Option price, the duration of the Option
and the number of shares of Common Stock to which the Option pertains.
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7.3 Exercise and Vesting. No portion of an Option shall be
exercisable unless and until the employee Participant to whom it is granted
shall have completed one year of service with the Company after the date on
which the Option is granted. The Committee in its sole discretion may establish
any additional restrictions on the vesting of Options. Notwithstanding the
foregoing, the Committee shall have the power, in the event of any merger or
consolidation of any other corporation with or into the Company, or the sale of
all or substantially all of the assets of the Company or an offer to purchase
made by a party other than the Company to all shareholders of the Company for
all or any substantial portion of the outstanding stock ("Change of Control"),
to amend all outstanding Options to permit the exercise of all such Options
prior to the effectiveness of any such merger, consolidation or sale or the
expiration of any such offer to purchase.
7.4 Payment. The Option price upon exercise of any Option shall
be payable to the Company in full (i) in cash or its equivalent, (ii) by
tendering shares of previously acquired Common Stock already owned by the
participant for more than one year and having a Fair Market Stock Value at the
time of exercise equal to the total Option price, (iii) by applying Dividend
Equivalents payable to the Participant in accordance with Section 8 of the Plan
in an amount equal to the total Option price, or (iv) by a combination of (i),
(ii) and (iii). The cash proceeds from such payment will be added to the general
funds of the
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Company and shall be used for its general corporate purposes. Any shares of
previously acquired Common Stock tendered to the Company in payment of the
Option price will be added by the Company to its Treasury Stock to be used for
its general corporate purposes.
8. Terms and Conditions of Dividend Equivalents
8.1 Amount of Dividend Equivalent Credited. The Committee shall
designate whether an Option granted pursuant to Section 7.1 shall be credited
with Dividend Equivalents. From the date of grant of Options so designated to an
eligible Participant until the earlier of (i) the end of the applicable
Performance Period or (ii) the date of the termination of employment for any
reason including retirement, disability or death of the Participant, the Company
shall credit to an account for such Participant maintained by the Company in its
books and records on each date that the Company makes payment of a dividend on
its Common Stock an amount equal to the Dividend Equivalent associated with such
Option. The Company shall maintain in its books and records separate accounts
which identify Dividend Equivalents associated with each Option granted to a
Participant. No interest shall be credited to any such account.
8.2 Payment of Credited Dividend Equivalents. Payment for all or
a portion of the Dividend Equivalents credited to a Participant's account will
be made subject to Board approval whenever the Committee, in its sole judgment
in consideration of the Company's performance over the applicable Performance
Period,
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recommends that such payment be made. Any Dividend Equivalents not paid
to a Participant shall revert to the Company for its use.
8.3 Timing of Payment of Dividend Equivalents. Except as
otherwise recommended by the Committee and approved by the Board in the event of
the (i) termination of an Option prior to exercise pursuant to Sections 12, 13
or 14 hereof, or (ii) acceleration of the exercise date of an Option pursuant to
Section 7.3 hereof, no payments of Dividend Equivalents associated with any
Option shall be made prior to the end of the applicable Performance Period. As
soon as practicable after the end of such Performance Period, and unless a
Participant shall have made an election under Section 8.5 to defer receipt of
any portion of such amount, a Participant shall receive 100% of the aggregate
amount of Dividend Equivalents payable.
8.4 Form of Payment for Dividend Equivalents. The Company's
obligation in respect of payment of Dividend Equivalents shall be paid solely in
cash.
8.5 Deferral of Dividend Equivalents. A Participant shall have
the right to defer receipt of any Dividend Equivalent payments associated with
an Option pursuant to the terms of the Company's Deferred Compensation and
Supplemental Pension Benefit Plan. A deferral will be effective only if the
Participant shall irrevocably elect to do so on or prior to December 31 of the
year preceding the beginning of the last full year of the applicable Performance
Period (or such other time as
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the Committee shall determine is appropriate to make such deferral effective
under the applicable requirements of Federal tax laws.) All deferrals shall be
made on a form provided a Participant for this purpose.
8.6 If the Participant dies prior to payment of his or her
Dividend Equivalents, the Dividend Equivalents due such Participant will be paid
to (i) a beneficiary designated by the Participant on a form prescribed by and
received by the Committee prior to the Participant's death or (ii) if there is
no properly designated beneficiary, to the Participant's estate.
9. Terms and Conditions of Restricted Common Stock
9.1 Any shares of Restricted Common Stock awarded will be subject
to such restrictions as the Committee may determine for an Award period of at
least 12 months as may be determined for each Award by the Committee. During the
Award period, the shares may not be sold, exchanged, transferred, pledged,
hypothecated or otherwise disposed of by the Participant. However, the
Participant may give the shares, subject to all restrictions, to the
Participant's spouse, child, stepchild, grandchild, parent, sibling or legal
dependent, or to a trust of which the beneficiary of the corpus and the income
shall be one or more of such persons and/or the Participant.
9.2 Shares of Restricted Common Stock shall be issued in the name
of the Participant and deposited with the Treasurer of the Company until such
shares are vested and transferable.
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9.3 The Participant shall have full voting rights and dividend
rights with respect to the shares of Restricted Common Stock.
9.4 If the Participant is employed by the Company when the
restrictions established by the Committee lapse, the Participant will become
fully vested and the shares will be distributed.
9.5 Generally, if the Participant's employment is terminated
prior to the last day of restrictions for any reason other than Participant's
retirement pursuant to a retirement plan of the Company, disability or the
Participant's death, all rights with respect to such Restricted Common Stock
shall be FORFEITED to the Company.
9.6 If the Participant dies prior to the lapse of restrictions
relating to an Award under the Plan to which the Participant is entitled, the
Award will be distributed in one or more installments as the Committee may
determine to (i) a beneficiary designated by the Participant on a form
prescribed by and received by the Committee prior to the Participant's death or
(ii) if there is no properly designated beneficiary, to the Participant's
estate.
9.7 A forfeiture of shares of Restricted Common Stock shall
affect a complete forfeiture of voting rights, dividend rights and all other
rights relating to the Award or grant as of the date of forfeiture.
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9.8 The Committee may provide for the withholding of shares of
Restricted Common Stock to pay required withholding taxes or allow a Participant
to pay the Company funds sufficient to satisfy such withholding requirements.
9.9 If there is a Change of Control, the distribution of
Restricted Common Stock will be accelerated to prior to the effectiveness of any
such merger, consolidation or sale or the expiration of any such offer to
purchase.
10. Written Notice, Issuance of Stock Certificates, Shareholder
Privileges and Partial Exercise.
10.1 Written Notice. A Participant wishing to exercise an Option
must give written notice to the Company in the form and manner prescribed by the
Committee, indicating the date of award, the number of shares as to which the
Option is being exercised, and such other information as may be required by the
Committee. Full payment for the shares exercised pursuant to the Option must
accompany the written notice. Except as provided in Sections 12, 13 and 14, no
Option may be exercised at any time unless the Participant is then an employee
or a non-employee director of the Company.
10.2 Issuance of Stock Certificates. As soon as practicable after
the receipt of written notice and payment, the Company will, without stock
transfer taxes to the Participant or to any other person entitled to exercise an
Option pursuant to this Plan, deliver to the Participant or such other person a
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certificate or certificates for the requisite number of shares of stock.
10.3 Privileges of a Shareholder. A Participant or any other
person entitled to exercise an Option under this Plan will have no rights as a
shareholder with respect to any Common stock covered by the Option until the
date of issuance of a share certificate for such Common Stock.
10.4 Partial Exercise. An Option granted under this Plan may be
exercised as to any lesser number of shares than the full amount for which it
could be exercised. Such a partial exercise of an Option will not affect the
right to exercise the Option from time to time in accordance with this Plan as
to the remaining shares subject to the Option.
11. Nontransferability of Options. No Option granted under the Plan
shall be transferable otherwise than by will or the laws of descent and
distribution, and an Option may be exercised, during the lifetime of the
Participant, only by the Participant.
12. Termination of Employment (Other than by Reason of Death or
Disability). Each Option, to the extent that it has not previously been
exercised, will terminate when the Participant holding such Option (while
living) ceases to be an employee or a non-employee director of the Company,
unless such cessation of employment or service is for the convenience of the
Company or due to retirement under one of the Company's retirement plans, in
which event the Option will terminate 90 days after the
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Participant's official retirement date. During such 90-day period, the Option
will be exercisable to the extent exercisable as of the Participant's official
retirement date; provided, however, that in no event may an Option be exercised
after the expiration of its stated term. Options which were not exercisable as
of a Participant's official retirement date will be forfeited as of such date
and may not thereafter be exercised. The Committee will have authority, subject
to applicable law, to determine whether an authorized leave of absence or
absence on military or governmental service will constitute a severance of
employment or service for the purposes of this Plan. The Committee shall have
sole discretion to determine the effect of any change in the duties and
responsibilities of a Participant while that Participant continues to be an
employee of the Company on Options granted under this Plan which are not then
exercisable and on Dividend Equivalents not then payable under Section 8.3 of
the Plan.
13. Disability. If a Participant's employment with the Company or
service as a non-employee director terminates by reason of disability (as
defined under Section 22(e)(3) of the Internal Revenue Code of 1986, as it may
be amended or any successor statute), the Option, to the extent exercisable as
of the date of such termination, will be exercisable at any time prior to the
earlier of (i) the expiration date of the Option, or (ii) the expiration of 90
days following the date of such termination. Options which were not exercisable
as of the date
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of such termination of employment will be forfeited and may not thereafter be
exercised.
14. Death of Participant. In the event of the death of a Participant
(i) while employed by the Company or while serving as a non-employee director,
(ii) within the 90-day period specified in Section 12 after cessation of
employment or service for the convenience of the Company or a subsidiary, or
(iii) within the 90-day period specified in Section 12 after cessation of
employment or service by reason of retirement under one of the Company's
retirement plans, the Options theretofore granted to such Participant may be
exercised by the estate of the Participant or by any person to whom the
Participant may have bequeathed the Options or whom the Participant may have
designated to exercise the same under the Participant's last will, or by the
Participant's personal representatives if the Participant has died intestate, at
any time within a period of one year after the Participant's death, but not
after the expiration date of such Option, and in all cases only if and to the
extent that the Participant was entitled to exercise the Option at the time of
the Participant's death.
15. Adjustment of Number and Price of Shares. In the event of any
stock dividend on the Common Stock, or if there is any recapitalization of the
Company affecting the Common Stock resulting from any merger, consolidation or
other reorganization of the Company, or in the event of any split-up or
combination of shares of the Common Stock or in the event of any spinoff,
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spinout or other distribution of assets to shareholders, appropriate adjustment
will be made by the Committee in the aggregate number of shares which may
thereafter be offered under this Plan, in the maximum number of shares for which
Awards may be granted to any one Participant, and in the number of shares or the
Option price specified in any Options then outstanding. Adjustments will be made
in such manner as the Committee in its discretion determines to be equitable,
and such determination will be conclusive for all purposes of the Plan and of
each Award.
16. Limitation of Rights. Nothing in this Plan shall be construed to
give an employee of the Company any right to be granted an Award except as may
be authorized in the discretion of the Committee. The granting of an Award under
this Plan shall not constitute or be evidence of any agreement or understanding,
expressed or implied, that the Company will employ a Participant for any
specified period of time, in any specific position or at any particular rate or
remuneration, or that the Company will retain a Participant as a director for
any period of time.
17. Amendment or Termination of Plan. The Committee may at any time
and from time to time, alter, amend, suspend or terminate this Plan; provided,
however, that (i) the Committee may not, without further approval of the
shareholders, increase (other than by adjustment provided for by Section 15
above) the maximum number of shares as to which Awards may be granted under this
Plan or extend the maximum period after grant during which
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Options may be exercised under this Plan or extend the maximum period after
grant during which Options may be exercised or postpone the date fixed for
termination of the Plan and (ii) Section 6.4 of this Plan may not be amended
more than once every six months, other than to comport with changes in the
Internal Revenue Code, the Employee Retirement Income Security Act, or the rules
thereunder. No termination or amendment of this Plan may, without the consent of
the Participant to whom any Award has previously been granted, adversely affect
the rights of such Participant under such Award.
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