SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-B
FOR REGISTRATION OF SECURITIES OF CERTAIN SUCCESSOR ISSUERS
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
UNICOM CORPORATION
(Exact name of registrant as
specified in its charter)
ILLINOIS 36-3961038
(State of other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
10 SOUTH DEARBORN STREET
P.O. BOX 767
CHICAGO, ILLINOIS 60690-0767
(Address of principal executive offices) (zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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Common Stock, without par value New York Stock Exchange
Chicago Stock Exchange
Pacific Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
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(Title of class)
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(Title of class)
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 1. GENERAL INFORMATION
(a) Unicom Corporation (the "Company") was organized
on January 28, 1994 as a corporation under the laws of the State
of Illinois.
(b) The Company's fiscal year ends on December 31.
ITEM 2. TRANSACTION OF SUCCESSION
(a) The Company's predecessor, Commonwealth Edison
Company, an Illinois corporation ("ComEd"), has securities
registered pursuant to Section 12(b) of the Securities Exchange
Act of 1934, as amended (the "Act"). Upon consummation of the
Merger (as defined below), ComEd intends to terminate such
registration with respect to its Common Stock, par value $12.50
per share ("ComEd Common Stock").
(b) Upon the (i) filing by the Company of Articles of
Merger with the Office of the Secretary of State of the State of
Illinois and (ii) issuance by the Secretary of State of the State
of Illinois of a Certificate of Merger, CECo Merging Corporation,
an Illinois corporation and wholly-owned subsidiary of the
Company, will merge with and into ComEd (such transaction being
referred to herein as the "Merger"). The Company has already
obtained the requisite approval of holders of two-thirds of the
outstanding shares of ComEd Common Stock, ComEd $1.425
Convertible Preferred Stock, without par value, and ComEd
Cumulative Preference Stock, without par value, voting together
as a single class, and the approval of the various regulatory
authorities. In connection with the Merger, each share of ComEd
Common Stock, will be converted into Common Stock, without par
value, of the Company ("Company Common Stock"). The result of
the Merger will be the creation of a holding company structure
with ComEd becoming a Wholly-Owned Subsidiary (as defined in Rule
12b-2 promulgated under the Act) of the Company.
ITEM 3. SECURITIES TO BE REGISTERED.
The authorized capital stock of the Company consists of
400,000,000 shares of Company Common Stock. Upon consummation of
the Merger, the Company anticipates it will have 214,097,127
shares of Company Common Stock issued and outstanding and
1,976,635 shares of Company Common Stock reserved for issuance
pursuant to the ComEd's various employee benefit plans. No
shares of Company Common Stock are currently held by or for the
account of the Company.
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ITEM 4. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The information required by this item is incorporated
herein by reference to the information under the captions
"Holding Company Capital Stock" and "Comparative Shareholders'
Rights" under the heading "Item B. Corporate Restructuring Plan"
contained in the Prospectus and Proxy Statement dated March 24,
1994 (the "Proxy Statement") contained in the Company's
Registration Statement on Form S-4 (Registration No. 33-52109)
(the "Registration Statement on Form S-4").
ITEM 5. FINANCIAL STATEMENTS AND EXHIBITS.
(a) No financial statements are required to be filed
herewith because the consolidated capital structure and balance
sheet of the Company immediately after consummation of the Merger
will be substantially the same as that of ComEd immediately prior
to consummation of the Merger.
(b) Exhibits.
1. The Agreement and Plan of Merger and Supplemental
Agreement relating to the Merger are contained in the Proxy
Statement incorporated herein by reference.
2. The Proxy Statement is incorporated herein by
reference to the Registration Statement on Form S-4, of which the
Proxy Statement is a part.
3. The information under the captions "Holding
Company Capital Stock" and "Comparative Shareholders' Rights"
under the heading "Item B. Corporate Restructuring Plan"
contained in the Proxy Statement is incorporated herein by
reference in Item 4 above.
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SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the Registrant has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, on this 24th day of
August, 1994.
UNICOM CORPORATION
By: /s/ David A. Scholz
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David A. Scholz
Secretary
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