As filed with the Securities and Exchange Commission on June 28, 1994
File No. 70-8353
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2 (U-1/A)
to
FORM U-1
APPLICATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Unicom Corporation
(formerly named CECo Holding Company)
37th Floor
10 South Dearborn Street
Post Office Box 767
Chicago, Illinois 60690-0767
(Name of company filing this statement
and address of principal executive office)
R. Todd Vieregg, P.C. Frederic G. Berner, Jr.
Sidley & Austin Nancy Y. Gorman
One First National Plaza Sidley & Austin
Chicago, Illinois 60603 1722 Eye Street, N.W.
(312) 853-7000 Washington, D.C. 20006
(202) 736-8000
(Names and addresses of agents for service)
<PAGE>
Unicom Corporation ("Unicom"), formerly named CECo
Holding Company, is filing this Amendment No. 2 to its Form U-1
Application (the "Application") under the Public Utility Holding
Company Act of 1935 (the "1935 Act" or the "Act") filed with the
Securities and Exchange Commission ("Commission") on February 4,
1994, for the purpose of filing additional exhibits and advising
the Commission that the Nuclear Regulatory Commission ("NRC") has
approved the corporate restructuring proposed in the Application.
* * *
ITEM 4. REGULATORY APPROVALS./1/
--------------------
On January 31, 1994, Edison requested that the NRC
approve the de jure transfer of NRC licenses pursuant to 10
C.F.R. Section 50.80. By letter order dated June 13, 1994, the NRC
consented to the proposed ownership of Edison by Unicom. The NRC
concluded that the proposed restructuring "will not affect the
qualifications of [Edison] as the holder of the licenses for the
nuclear plants" and that the proposed restructuring "is otherwise
consistent with applicable provisions of law, regulations, and
other requirements issued by the [NRC] pursuant thereto."
(Letter order at 3). A certified copy of the NRC's letter order
is attached hereto as Exhibit D-6. The FERC must also approve
-------------------
/1/ This item amends Item 4 as it appears at p. 35 of the
Application.
1
<PAGE>
the proposed restructuring under Section 203 of the Federal Power
Act. An appropriate application has been filed with the FERC,
and there have been no protests. Timely FERC approvals are
expected.
* * *
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS.
---------------------------------
This Amendment includes the following supplemental
exhibits:
Exhibit D-6: Order of the NRC approving the transfer of NRC
licenses pursuant to 10 C.F.R. Section 50.80
Exhibit F-1: Preliminary Opinion of Counsel (Amended)
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Public Utility
Holding Company Act of 1935, Unicom Corporation has duly caused
this Amendment to be signed on its behalf by the undersigned
thereunto duly authorized.
UNICOM CORPORATION
(formerly named CECo Holding
Company)
By: /s/ John C. Bukovski
--------------------------
Name: John C. Bukovski
Title: Vice President
Dated: June 28, 1994
<PAGE>
EXHIBIT LIST
------------
Exhibit D-6: Order of the NRC approving the transfer of NRC
licenses pursuant to 10 C.F.R. Section 50.80
Exhibit F-1: Preliminary Opinion of Counsel (Amended)
Exhibit D-6
UNITED STATES
[SEAL] NUCLEAR REGULATORY COMMISSION
WASHINGTON, D.C. 20555
OFFICE OF THE
SECRETARY
CERTIFICATION
-------------
I hereby certify that the attached 6 pages contain a true
copy of the 6/13/94 ltr from JW Roe to
DL Farrar re Commonwealth Edison corporate
restructuring. PDR advance copy of
ACN 9406160100
on file with the United States Nuclear Regulatory Commission's
Public Document Room, 2120 L Street, N.W., Washington, D.C.
6/23/94 MK Basile
------- ---------------------------------
Date Official Custodian of the Records
of the Public Document Room
Office of the Secretary of the
Commission
[SEAL]
<PAGE>
Advance Copy
#9406160100
[SEAL] UNITED STATES
NUCLEAR REGULATORY COMMISSION
WASHINGTON, D.C. 20555-0001
June 13, 1994
Docket Nos. STN 50-456, STN 50-457,
STN 50-454, STN 50-455,
50-010, 50-237, 50-249,
50-373, 50-374, 50-254,
50-265, 50-295, and
50-304
Mr. D. L. Farrar
Manager, Nuclear Regulatory Services
Commonwealth Edison Company
Executive Towers West III, Suite 500
1400 OPUS Place
Downers Grove, Illinois 60515
Dear Mr. Farrar:
SUBJECT: CORPORATE RESTRUCTURING OF COMMONWEALTH EDISON COMPANY (TAC NOS.
M88722, M88723, M88724, M88725, M88726, M88727, M88728, M88729,
M88730, M88731, M88732, AND M88733)
Pursuant to 10 CFR 50.80, Commonwealth Edison Company (CECo, the licensee),
in a January 31, 1994, submittal from Sidley & Austin, described a proposed
restructuring of CECo. Under the proposal, CECo will become a wholly owned
subsidiary of a new holding company. A letter to the shareholders enclosed
with the submittal stated that the restructuring will permit timely
responses to competitive activities which could adversely affect the Edison
utility business, and will allow the holding company to provide a broad
array of energy services through its utility subsidiary (CECo) and its
unregulated subsidiaries. Affiliates of CECo will be able to engage in
non-utility business without the prior approval of, or being regulated by,
the Illinois Commerce Commission.
The staff has reviewed the information contained in the January 31, 1994,
submittal to ascertain that the proposed action:
(1) will not reduce funds available to CECo to carry out activities
under its Operating Licenses;
(2) will not adversely affect the management of CECo utility
operations;
(3) will not result in CECo becoming owned, controlled, or dominated
by an alien, a foreign corporation, or a foreign government.
Based on its review, the staff has made the following findings in each of
the three areas defined above:
(1) Available Funds
The submittal states that the proposed restructuring will not reduce
the funds available to carry out activities under its operating and
<PAGE>
Mr. D. L. Farrar - 2 -
possession only (Dresden, Unit 1) licenses for its nuclear plants.
CECo's utility operations will continue to be the primary source of
revenue and income for CECo, and will also constitute the majority of
the holding company's earning power for the foreseeable future. The
Federal Energy Regulatory Commission will continue to regulate CECo's
wholesale electric rates. The Illinois Commerce Commission (ICC) will
retain jurisdiction over CECo's retail electric rates.
The submittal further states that the proposed restructuring, including
holding company investments in non-utility affiliates, will not affect
CECo's ability to meet future financial requirements related to its
nuclear units through the revenues produced by its utility business and
by the issuance of debt and other securities. Thus, it is expected
that no change in the amount of revenues, the source of funds, or the
ability to obtain the funds necessary to operate CECo's nuclear plants
will result from the restructuring.
In reviewing CECo's financial qualifications, the staff raised a
concern with the potential transfer of assets from CECo to its new
parent company or other non-licensed organization. In response to
questions from the NRC staff, an April 12, 1994, letter from Sidley
and Austin to the NRC stated that any transfer of property from CECo
to the holding company will require the prior approval of the Illinois
Commerce Commission because the holding company will be an "affiliated
interest" of CECo under Section 7-101(2) of the Illinois Public
Utilities Act (220 ILCS 5/7-101(2)). In addition, prior consent by the
Illinois Commerce Commission is also required by Section 7-102(c)
before a public utility may transfer any part of its "franchises,
licenses, permits, plant, equipment, business, or other property" to
any person or entity (220 ILCS 5/7-102(c)). Further, CECo has agreed
that it shall provide copies of any petition to the Illinois Commerce
Commission regarding the transfer of assets pursuant to Section
7-102(c) of the Illinois Public Utilities Act to the Director, Nuclear
Reactor Regulation (NRR), when such documents are filed with the ICC.
In the event the Illinois law subsequently changes, the licensee shall
inform the Director, NRR, that Section 7-102(c) of the Illinois Public
Utilities Act has been amended or deleted no later than 30 days after
such amendment or deletion has been enacted.
Based on the above discussion, the staff finds that there will be no
change in the amount of revenues, the source of funds, or CECo's
ability to obtain funds necessary to operate its nuclear plants as a
result of the proposed restructuring.
(2) Management of CECo Utility Operations
The January 31, 1994, submittal stated that the restructuring will
have no effect on the management of CECo's utility operations. Officer
responsibilities at the holding company level will have no direct
effect on Nuclear Operations, and that operations will continue to be
conducted with the same assets and management. The staff, therefore,
concludes
<PAGE>
Mr. D. L. Farrar - 3 -
that there will be no management or organizational changes associated
with the restructuring with regard to responsibility and operation of
the CECo nuclear sites; that the Vice President and Chief Nuclear
Officer will retain responsibility for the nuclear portion of CECo; and
that the responsibilities and reporting channels for the senior
management of the nuclear plants will remain as stated in the Quality
Assurance Program Topical Report (CE-1-A), the most recent revision
being No. 65.
Based on the continuity of management described above, the staff finds
that the proposed restructuring will not adversely affect the
management of CECo's nuclear plants. Further, it does not appear that
the proposed restructuring will adversely impact the bulk power
services market served by any of the CECo facilities licensed under
Section 103 of the Atomic Energy Act, as amended.
(3) Foreign Ownership, Control, or Domination
The proposed restructuring will not result in CECo becoming owned,
controlled or dominated by an alien, a foreign corporation, or a
foreign government. Under the restructuring proposal, the present
common shareholders of Edison will become the common shareholders of
the holding company in the same proportion in which they currently
hold CECo stock. The holding company will become the sole holder of
the common stock of CECo. CECo will remain an Illinois corporation.
The holding company is also an Illinois corporation. At the time the
restructuring becomes effective, the Board of Directors of the holding
company will be comprised of the same persons who are members of CECo's
Board of Directors.
Based on the above discussion, the staff finds that the proposed
restructuring will not result in CECo being owned, controlled, or
dominated by foreign interests.
Based on the above determinations, the staff concludes:
(1) that the proposed action will not affect the qualifications of
CECo as the holder of the licenses for the nuclear plants; and
(2) that the proposed action is otherwise consistent with the
applicable provisions of the law, regulations, and other
requirements issued by the Commission pursuant thereto.
<PAGE>
Mr. D. L. Farrar - 4 -
Accordingly, the Commission hereby consents to the proposed restructuring of
Commonwealth Edison Company as described in the January 31, 1994, submittal.
Sincerely,
(stamp) Original Signed By:
Jack W. Roe, Director
Division of Reactor Projects - III/IV
Office of Nuclear Reactor Regulation
cc: See next page
DISTRIBUTION
------------
Docket Files NRC & Local PDRs PDIII-2 r/f JRoe
JZwolinski RCapra GDick CHawes
OGC ACRS(10) BClayton, RIII SWeiss
RAssa CPatel JStang CPatel
AGodySr CShiraki AGodyJr BJorgenson, RIII
* See previous concurrence.
-----------------------------------------------------------------------------
|OFC | LA:PDIII-2 | PM:PDIII-2 | ILPB* | ONDD* | OGC | D:PDIII-2 |
-----------------------------------------------------------------------------
|NAME | CHAWES | GDICK | AGODYSR | SWEISS | EHOLLER | RCAPRA |
-----------------------------------------------------------------------------
|DATE | 6/7/94 | 06/07/94 | 06/02/94 | 06/03/94 | 6/8/94 | 6/9/94 |
-----------------------------------------------------------------------------
|COPY | YES/NO | YES/NO | YES/NO | YES/NO | YES/NO | YES/NO |
-----------------------------------------------------------------------------
|OFC | ADR3:DRPW | D:DRPW |
---------------------------------
|NAME | JZWOLINSKI | JROE |
---------------------------------
|DATE | 6/10/94 | 6/13/94 |
---------------------------------
|COPY | YES/NO | YES/NO |
---------------------------------
<PAGE>
Mr. D. L. Farrar Commonwealth Edison Company
CC:
Mr. William P. Poirier U. S. Nuclear Regulatory Commission
Westinghouse Electric Corporation Byron Resident Inspectors Office
Energy Systems Business Unit 4448 North German Church Road
Post Office Box 355, Bay 236 West Byron, Illinois 61010-9750
Pittsburgh, Pennsylvania 15230
Ms. Lorraine Creek
Joseph Gallo Rt. 1, Box 182
Gallo & Ross Manteno, Illinois 60950
1250 Eye St., N.W., Suite 302
Washington, D.C. 20005 Mrs. Phillip B. Johnson
1907 Stratford Lane
Regional Administrator Rockford, Illinois 61107
U. S. NRC, Region III
801 Warrenville Road Attorney General
Lisle, Illinois 60532-4351 500 South 2nd Street
Springfield, Illinois 62701
Ms. Bridget Little Rorem
Appleseed Coordinator U. S. Nuclear Regulatory Commission
117 North Linden Street Zion Resident Inspectors Office
Essex, Illinois 60935 105 Shiloh Blvd.
Zion, Illinois 60099
Chairman
Rock Island County Board George L. Edgar
of Supervisors Newman & Holtzinger, P.C.
1504 3rd Avenue North 1615 L Street, N.W.
Rock Island County Office Bldg. Washington, D.C. 20036
Rock Island, Illinois 61201
Commonwealth Edison Company
U. S. Nuclear Regulatory Commission Byron Station Manager
Braidwood Resident Inspectors Office 4450 North German Church Road
Rural Route #1, Box 79 Byron, Illinois 61010
Braceville, Illinois 60407
Illinois Dept. of Nuclear Safety
Mr. Ron Stephens, Director Office of Nuclear Facility Safety
Illinois Emergency Services 1035 Outer Park Drive
and Disaster Agency Springfield, Illinois 62704
110 East Adams Street
Springfield, Illinois 62706 Commonwealth Edison Company
Braidwood Station Manager
Howard A. Learner Rt. 1, Box 84
Environmental Law and Policy Braceville, Illinois 60407
Center of the Midwest
203 North LaSalle Street Chairman, Ogle County Board
Suite 1390 Post Office Box 357
Chicago, Illinois 60601 Oregon, Illinois 61061
EIS Review Coordinator Mayor of Zion
U.S. Environmental Protection Agency Zion, Illinois 60099
77 W. Jackson Blvd.
Chicago, Illinois 60604-3590 Dr. Cecil Lue-Hing
Director of Research and Development
Chairman Metropolitan Sanitary District
Will County Board of Supervisors of Greater Chicago
Will County Board Courthouse 100 East Erie Street
Joliet, Illinois 60434 Chicago, Illinois 60611
<PAGE>
- 2 -
Chairman Robert Cushing
LaSalle County Board of Supervisors Chief, Public Utilities Division
LaSalle County Courthouse Illinois Attorney General's Office
Ottawa, Illinois 61350 100 West Randolph Street
Chicago, Illinois 60601
Mr. G. Spedl
Plant Manager
Dresden Nuclear Power Station LaSalle Station Manager
6500 North Dresden Road LaSalle County Station
Morris, Illinois 60450-9765 Rural Route 1
P. O. Box 220
U. S. Nuclear Regulatory Commission Marseilles, Illinois 61341
Resident Inspectors Office
Dresden Station Chairman
6500 North Dresden Road Illinois Commerce Commission
Morris, Illinois 60450-9766 Leland Building
527 East Capitol Avenue
Chairman Springfield, Illinois 62706
Board of Supervisors of
Grundy County Mr. Stephen E. Shelton
Grundy County Courthouse Vice President
Morris, Illinois 60450 Iowa-Illinois Gas and
Electric Company
Phillip P. Steptoe, Esquire P. O. Box 4350
Sidley and Austin Davenport, Iowa 52808
One First National Plaza
Chicago, Illinois 60603 Mr. Guy Campbell
Station Manager
Assistant Attorney General Quad Cities Nuclear Power Station
100 West Randolph Street 22710 206th Avenue North
Suite 12 Cordova, Illinois 61242
Chicago, Illinois 60601
Quad Cities Resident Inspectors Office
Resident Inspector/LaSalle, NPS U. S. Nuclear Regulatory Commission
U. S. Nuclear Regulatory Commission 22712 206th Avenue North
Rural Route No. 1 Cordova, Illinois 61242
P. O. Box 224
Marseilles, Illinois 61341 Station Manager
Zion Nuclear Power Station
Michael I. Miller, Esquire 101 Shiloh Blvd.
Sidley and Austin Zion, Illinois 60099-2797
One First National Plaza
Chicago, Illinois 60690
Exhibit F-1
SIDLEY & AUSTIN
1722 Eye Street, N.W.
Chicago Washington, D.C. 20006 London
Telephone 202: 736-8000
Los Angeles Telex 89-463 Singapore
Facsimile 202: 736-8711
New York Tokyo
Amended
Exhibit F-1
June 28, 1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Unicom Corporation (formerly named CECo Holding
Company) Application on Form U-1 under the Public
Utility Holding Company Act of 1935
Ladies and Gentlemen:
We refer to the Application on Form U-1 ("Application")
under the Public Utility Holding Company Act of 1935, as amended
("1935 Act"), filed with the Securities and Exchange Commission
("Commission") by Unicom Corporation ("Unicom"), formerly named
CECo Holding Company, an Illinois corporation, in which Unicom
requests that the Commission authorize the acquisition of all of
the issued and outstanding common stock, par value $12.50 per
share ("Common Stock"), of Commonwealth Edison Company, an
Illinois corporation ("Edison"), in the merger ("Merger") of CECo
Merging Corporation, an Illinois corporation ("Merging Co.") and
wholly-owned subsidiary of Unicom, with and into Edison. As a
result of the Merger, Unicom will issue up to 216,200,000 shares
of its common stock, without par value ("Unicom Common Stock"),
which shares are covered by the Registration Statement on Form S-
4 (Registration No. 33-52109) filed by Unicom with the Commission
pursuant to the Securities Act of 1933, as amended ("Securities
Act"), on January 31, 1994, Amendment No. 1 thereto filed on
March 14, 1994, and Amendment No. 2 thereto filed on March 18,
1994 (such Registration Statement, as amended, is referred to as
the "Registration Statement").
<PAGE>
Securities and Exchange Commission
June 28, 1994
Page 2
We are familiar with the proceedings to date with
respect to (a) the proposed Merger and (b) the proposed issuance
as a result of the Merger of the shares of Unicom Common Stock,
and we have examined such records, documents and questions of law
and satisfied ourselves as to such matters of procedure, law and
fact as we have considered relevant and necessary as a basis for
the opinions expressed in this letter.
Based upon the foregoing, we are of the opinion that:
1. All laws of the State of Illinois applicable to
the transactions contemplated by the Merger and described in the
Application and the Registration Statement will have been
complied with when: (a) Unicom has made the informational filing
with the Illinois Commerce Commission in accordance with the
Illinois Public Utilities Act ("ICC Filing"); (b) the Merger has
been approved by the shareholders of Edison; (c) duly authorized
and executed Articles of Merger have been filed with the Office
of the Secretary of State of Illinois as provided in Sections
11.25(a) and 1.10 of the Illinois Business Corporation Act of
1983, as amended ("IBC"); and (d) the Secretary of State of
Illinois has issued a Certificate of Merger as provided in
Section 11.40 of the IBC.
2. Unicom is a corporation validly organized and duly
existing under the laws of the state of Illinois.
3. The shares of Unicom Common Stock to be issued as a
result of the Merger will be validly issued, fully paid and
nonassessable and the holders of such shares will be entitled to
the rights and privileges appertaining thereto set forth in the
Articles of Incorporation and By-Laws of Unicom when: (a)
Unicom's Board of Directors has duly adopted final resolutions
authorizing the issuance, sale and delivery of the shares of
Unicom Common Stock as contemplated by the Registration
Statement; (b) in the case of the shares of Unicom Common Stock
issuable pursuant to the sale of such shares under the Employee
Savings and Investment Plan and Employee Stock Purchase Plan
("Stock Purchase Plan") of Edison, post-effective amendments to
the Registration Statement on Form S-8 have been filed with the
Commission and become effective under the Securities Act and all
other conditions and requirements applicable to the delivery of
such shares of Unicom Common Stock upon such sale in accordance
with the governing instruments have been duly satisfied; (c) in
the case of the shares of Unicom Common Stock issuable pursuant
to the sale of such shares under the Stock Purchase Plan,
certificates representing the shares of Unicom Common Stock have
been duly executed, countersigned and registered and duly
delivered to the persons entitled thereto against receipt of the
<PAGE>
Securities and Exchange Commission
June 28, 1994
Page 3
agreed consideration therefor; and (d) the Merger has been duly
consummated in accordance with the IBC.
4. Edison is a corporation validly organized and duly
existing under the laws of the State of Illinois.
5. The shares of Common Stock to be acquired by
Unicom as a result of the Merger will have been legally acquired
by Unicom when: (a) Unicom has received the approval of the
Commission pursuant to Section 9(a)(2) of the 1935 Act; (b) the
Federal Energy Regulatory Commission has duly entered its order
under Section 203 of the Federal Power Act; (c) the Nuclear
Regulatory Commission ("NRC") has duly approved the transfer of
NRC licenses deemed to have occurred as a result of the Merger;
(d) the ICC Filing has been made; and (e) the Merger has been
duly consummated in accordance with the IBC.
6. The consummation of the Merger (as described in
the Application and the Registration Statement) will not violate
the legal rights of any of the holders of any securities of (a)
Unicom, (b) Edison, (c) Merging Co. or (d) any of their
associates, as set forth in their respective Articles of
Incorporation.
We hereby consent to the use of this opinion letter as
an exhibit to the Application.
Very truly yours,
/s/ Sidley & Austin
