As filed with the Securities and Exchange Commission
on February 3, 1995
Registration No. 33-52109
============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
POST-EFFECTIVE AMENDMENT NO. 3
TO
REGISTRATION STATEMENT ON FORM S-4
UNDER
THE SECURITIES ACT OF 1933
----------------------
UNICOM CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Illinois 6719 36-3961038
(State or Other (Primary Standard (I.R.S. Employer
Juridiction of Industrial Code Number) Identification Number)
Incorporation or
Organization)
37th Floor, 10 South Dearborn Street John C. Bukovski
P.O. Box A-3005 Vice President
Chicago, Illinois 60690-3005 Unicom Corporation
(312) 394-7399 37th Floor, 10 South
(Address, Including Zip Code, and Dearborn Street
Telephone Number, Including Area P.O. Box A-3005
Code, of Registrant's Principal Chicago, Illinois 60690-3005
Executive Offices) (312) 394-7399
(Name, Address, Including Zip
Code, and Telephone Number,
Including Area Code,
of Agent for Service)
Copy to:
R. Todd Vieregg, P.C.
Sidley & Austin
One First National Plaza
Chicago, Illinois 60603
(312) 853-7000
Approximate Date of Commencement of Proposed Sale to the Public:
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. []
===========================================================================
<PAGE>
PURPOSE OF FILING
This Post-Effective Amendment No. 3 ("Post-Effective Amendment
No. 3") to the Registration Statement on Form S-4 (Registration No. 33-
52109) ("Registration Statement") is being filed to remove from
registration 262,367 shares of the Registrant's common stock, without par
value ("Common Stock"), pursuant to an undertaking undertaken by
Registrant in the Registration Statement. The Registrant initially
registered 216,200,000 shares ("Registered Shares") of Common Stock. The
Registrant (i) issued 214,185,572 shares ("Merger Shares") of the
Registered Shares in exchange for an equal number of shares of common
stock, par value $12.50 per share, of Commonwealth Edison Company
("ComEd"), in connection with the merger of CECo Merging Corporation, a
subsidiary of the Registrant, with and into ComEd; (ii) issued or will
issue up to 484,403 shares ("ESIP Shares") of the Registered Shares
pursuant to and in accordance with the ComEd Employee Savings and
Investment Plan, which shares were allocated to be issued in connection
therewith pursuant to Post-Effective Amendment No. 1 on Form S-8 to the
Registration Statement; and (iii) issued or will issue up to 1,267,658
shares ("ESPP Shares") of the Registered Shares pursuant to and in
accordance with its Employee Stock Purchase Plan, which shares were
allocated to be issued in connection therewith pursuant to Post-Effective
Amendment No. 2 on Form S-8 to the Registration Statement. The balance
of the Registered Shares, as computed below, are being removed from
registration pursuant to and by this Post-Effective Amendment No. 3.
216,200,000 Total Registered Shares
(214,185,572) Merger Shares
( 484,403) ESIP Shares
( 1,267,658) ESPP Shares
-------------
262,367 Shares to be Removed from Registration
=============
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 21. EXHIBITS
The following exhibit is filed herewith:
Exhibit
Number Description of Document
------- -----------------------
24 Powers of Attorney
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-4 and has duly caused
this Post-Effective Amendment No. 3 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois, on this 3rd day of February, 1995.
UNICOM CORPORATION
By: James J. O'Connor, Chairman
-------------------------------
James J. O'Connor, Chairman
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 3 has been signed by the following persons in
the capacities indicated on this 3rd day of February, 1995.
Signature Title
--------- -----
James J. O'Connor Chairman and Director
--------------------------- (principal executive officer)
James J. O'Connor
John C. Bukovski Vice President
--------------------------- (principal financial officer)
John C. Bukovski
Roger F. Kovack Comptroller
--------------------------- (principal accounting officer)
Roger F. Kovack
* Director
---------------------------
Jean Allard
* Director
---------------------------
James W. Compton
* Director
---------------------------
Sue L. Gin
* Director
---------------------------
Donald P. Jacobs
* Director
---------------------------
Edgar D. Jannotta
* Director
---------------------------
George E. Johnson
* Director
---------------------------
Harvey Kapnick
Director
---------------------------
Byron Lee, Jr.
II-2
<PAGE>
Signature Title
--------- -----
Director
---------------------------
Edward A. Mason
* Director
---------------------------
Frank A. Olson
* Director
---------------------------
Samuel K. Skinner
*By David A. Scholz
-------------------------------------
David A. Scholz, Attorney-in-fact
II-3
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Document
------- -----------------------
24 Powers of Attorney
Exhibit (24)
Unicom Corporation
Form S-4
File No. 33-52109
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Unicom Corporation, an
Illinois corporation, does hereby constitute and appoint JAMES J.
O'CONNOR, SAMUEL K. SKINNER and DAVID A. SCHOLZ, and each of them,
her true and lawful attorneys and agents, each with full power and
authority (acting alone and without the others) to execute in the
name and on behalf of the undersigned as such Director, a Post-
Effective Amendment No. 3 to the Registration Statement on Form S-4
(Registration No. 33-52109) relating to the removal from registration
of Unicom Corporation common stock, and any and all amendments or
supplements to such Post-Effective Amendment; hereby granting to such
attorneys and agents, and each of them, full power of substitution
and revocation in the premises; and hereby ratifying and confirming
all that such attorneys and agents, or any of them, may do or cause
to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand this 25
------
day of January, 1995.
Jean Allard
---------------
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
I, Mary T. Snyder, a Notary Public in and for said County,
in the State aforesaid, DO HEREBY CERTIFY that JEAN ALLARD,
personally known to me to be the same person whose name is subscribed
to the foregoing instrument, appeared before me this day in person,
and acknowledged that she signed and delivered said instrument as her
free and voluntary act, for the uses and purposes therein set forth.
GIVEN under my hand and the notarial seal this 25 day of
------
January, 1995.
Mary T. Snyder
------------------
Mary T. Snyder
Notary Public
(Notary Public Seal)
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Unicom Corporation, an
Illinois corporation, does hereby constitute and appoint JAMES J.
O'CONNOR, SAMUEL K. SKINNER and DAVID A. SCHOLZ, and each of them,
his true and lawful attorneys and agents, each with full power and
authority (acting alone and without the others) to execute in the
name and on behalf of the undersigned as such Director, a Post-
Effective Amendment No. 3 to the Registration Statement on Form S-4
(Registration No. 33-52109) relating to the removal from registration
of Unicom Corporation common stock, and any and all amendments or
supplements to such Post-Effective Amendment; hereby granting to such
attorneys and agents, and each of them, full power of substitution
and revocation in the premises; and hereby ratifying and confirming
all that such attorneys and agents, or any of them, may do or cause
to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand this 25
------
day of January, 1995.
James W. Compton
--------------------
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
I, Mary T. Snyder, a Notary Public in and for said County,
in the State aforesaid, DO HEREBY CERTIFY that JAMES W. COMPTON,
personally known to me to be the same person whose name is subscribed
to the foregoing instrument, appeared before me this day in person,
and acknowledged that he signed and delivered said instrument as his
free and voluntary act, for the uses and purposes therein set forth.
GIVEN under my hand and the notarial seal this 25 day of
------
January, 1995.
Mary T. Snyder
------------------
Mary T. Snyder
Notary Public
(Notary Public Seal)
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Unicom Corporation, an
Illinois corporation, does hereby constitute and appoint JAMES J.
O'CONNOR, SAMUEL K. SKINNER and DAVID A. SCHOLZ, and each of them,
her true and lawful attorneys and agents, each with full power and
authority (acting alone and without the others) to execute in the
name and on behalf of the undersigned as such Director, a Post-
Effective Amendment No. 3 to the Registration Statement on Form S-4
(Registration No. 33-52109) relating to the removal from registration
of Unicom Corporation common stock, and any and all amendments or
supplements to such Post-Effective Amendment; hereby granting to such
attorneys and agents, and each of them, full power of substitution
and revocation in the premises; and hereby ratifying and confirming
all that such attorneys and agents, or any of them, may do or cause
to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand this 25
------
day of January, 1995.
Sue Ling Gin
----------------
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
I, Mary T. Snyder, a Notary Public in and for said County,
in the State aforesaid, DO HEREBY CERTIFY that SUE L. GIN, personally
known to me to be the same person whose name is subscribed to the
foregoing instrument, appeared before me this day in person, and
acknowledged that she signed and delivered said instrument as her
free and voluntary act, for the uses and purposes therein set forth.
GIVEN under my hand and the notarial seal this 25 day of
------
January, 1995.
Mary T. Snyder
-----------------
Mary T. Snyder
Notary Public
(Notary Public Seal)
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Unicom Corporation, an
Illinois corporation, does hereby constitute and appoint JAMES J.
O'CONNOR, SAMUEL K. SKINNER and DAVID A. SCHOLZ, and each of them,
his true and lawful attorneys and agents, each with full power and
authority (acting alone and without the others) to execute in the
name and on behalf of the undersigned as such Director, a Post-
Effective Amendment No. 3 to the Registration Statement on Form S-4
(Registration No. 33-52109) relating to the removal from registration
of Unicom Corporation common stock, and any and all amendments or
supplements to such Post-Effective Amendment; hereby granting to such
attorneys and agents, and each of them, full power of substitution
and revocation in the premises; and hereby ratifying and confirming
all that such attorneys and agents, or any of them, may do or cause
to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand this 25
------
day of January, 1995.
Donald P. Jacobs
--------------------
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
I, Mary T. Snyder, a Notary Public in and for said County,
in the State aforesaid, DO HEREBY CERTIFY that DONALD P. JACOBS,
personally known to me to be the same person whose name is subscribed
to the foregoing instrument, appeared before me this day in person,
and acknowledged that he signed and delivered said instrument as his
free and voluntary act, for the uses and purposes therein set forth.
GIVEN under my hand and the notarial seal this 25 day of
------
January, 1995.
Mary T. Snyder
------------------
Mary T. Snyder
Notary Public
(Notary Public Seal)
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Unicom Corporation, an
Illinois corporation, does hereby constitute and appoint JAMES J.
O'CONNOR, SAMUEL K. SKINNER and DAVID A. SCHOLZ, and each of them,
his true and lawful attorneys and agents, each with full power and
authority (acting alone and without the others) to execute in the
name and on behalf of the undersigned as such Director, a Post-
Effective Amendment No. 3 to the Registration Statement on Form S-4
(Registration No. 33-52109) relating to the removal from registration
of Unicom Corporation common stock, and any and all amendments or
supplements to such Post-Effective Amendment; hereby granting to such
attorneys and agents, and each of them, full power of substitution
and revocation in the premises; and hereby ratifying and confirming
all that such attorneys and agents, or any of them, may do or cause
to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand this 25
------
day of January, 1995.
Edgar D. Jannotta
---------------------
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
I, Mary T. Snyder, a Notary Public in and for said County,
in the State aforesaid, DO HEREBY CERTIFY that EDGAR D. JANNOTTA,
personally known to me to be the same person whose name is subscribed
to the foregoing instrument, appeared before me this day in person,
and acknowledged that he signed and delivered said instrument as his
free and voluntary act, for the uses and purposes therein set forth.
GIVEN under my hand and the notarial seal this 25 day of
------
January, 1995.
Mary T. Snyder
------------------
Mary T. Snyder
Notary Public
(Notary Public Seal)
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Unicom Corporation, an
Illinois corporation, does hereby constitute and appoint JAMES J.
O'CONNOR, SAMUEL K. SKINNER and DAVID A. SCHOLZ, and each of them,
his true and lawful attorneys and agents, each with full power and
authority (acting alone and without the others) to execute in the
name and on behalf of the undersigned as such Director, a Post-
Effective Amendment No. 3 to the Registration Statement on Form S-4
(Registration No. 33-52109) relating to the removal from registration
of Unicom Corporation common stock, and any and all amendments or
supplements to such Post-Effective Amendment; hereby granting to such
attorneys and agents, and each of them, full power of substitution
and revocation in the premises; and hereby ratifying and confirming
all that such attorneys and agents, or any of them, may do or cause
to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand this 25
------
day of January, 1995.
George E. Johnson
---------------------
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
I, Mary T. Snyder, a Notary Public in and for said County,
in the State aforesaid, DO HEREBY CERTIFY that GEORGE E. JOHNSON,
personally known to me to be the same person whose name is subscribed
to the foregoing instrument, appeared before me this day in person,
and acknowledged that he signed and delivered said instrument as his
free and voluntary act, for the uses and purposes therein set forth.
GIVEN under my hand and the notarial seal this 25 day of
------
January, 1995.
Mary T. Snyder
------------------
Mary T. Snyder
Notary Public
(Notary Public Seal)
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Unicom Corporation, an
Illinois corporation, does hereby constitute and appoint JAMES J.
O'CONNOR, SAMUEL K. SKINNER and DAVID A. SCHOLZ, and each of them,
his true and lawful attorneys and agents, each with full power and
authority (acting alone and without the others) to execute in the
name and on behalf of the undersigned as such Director, a Post-
Effective Amendment No. 3 to the Registration Statement on Form S-4
(Registration No. 33-52109) relating to the removal from registration
of Unicom Corporation common stock, and any and all amendments or
supplements to such Post-Effective Amendment; hereby granting to such
attorneys and agents, and each of them, full power of substitution
and revocation in the premises; and hereby ratifying and confirming
all that such attorneys and agents, or any of them, may do or cause
to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand this 25
------
day of January, 1995.
Harvey Kapnick
------------------
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
I, Mary T. Snyder, a Notary Public in and for said County,
in the State aforesaid, DO HEREBY CERTIFY that HARVEY KAPNICK,
personally known to me to be the same person whose name is subscribed
to the foregoing instrument, appeared before me this day in person,
and acknowledged that he signed and delivered said instrument as his
free and voluntary act, for the uses and purposes therein set forth.
GIVEN under my hand and the notarial seal this 25 day of
------
January, 1995.
Mary T. Snyder
------------------
Mary T. Snyder
Notary Public
(Notary Public Seal)
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Unicom Corporation, an
Illinois corporation, does hereby constitute and appoint JAMES J.
O'CONNOR, SAMUEL K. SKINNER and DAVID A. SCHOLZ, and each of them,
his true and lawful attorneys and agents, each with full power and
authority (acting alone and without the others) to execute in the
name and on behalf of the undersigned as such Director, a Post-
Effective Amendment No. 3 to the Registration Statement on Form S-4
(Registration No. 33-52109) relating to the removal from registration
of Unicom Corporation common stock, and any and all amendments or
supplements to such Post-Effective Amendment; hereby granting to such
attorneys and agents, and each of them, full power of substitution
and revocation in the premises; and hereby ratifying and confirming
all that such attorneys and agents, or any of them, may do or cause
to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand this 25
------
day of January, 1995.
F. A. Olson
---------------
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
I, Mary T. Snyder, a Notary Public in and for said County,
in the State aforesaid, DO HEREBY CERTIFY that FRANK A. OLSON,
personally known to me to be the same person whose name is subscribed
to the foregoing instrument, appeared before me this day in person,
and acknowledged that he signed and delivered said instrument as his
free and voluntary act, for the uses and purposes therein set forth.
GIVEN under my hand and the notarial seal this 25 day of
------
January, 1995.
Mary T. Snyder
------------------
Mary T. Snyder
Notary Public
(Notary Public Seal)
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director and Officer of Unicom
Corporation, an Illinois corporation, does hereby constitute and
appoint JAMES J. O'CONNOR and DAVID A. SCHOLZ, and each of them, his
true and lawful attorneys and agents, each with full power and
authority (acting alone and without the other) to execute in the name
and on behalf of the undersigned as such Director and Officer, a
Post-Effective Amendment No. 3 to the Registration Statement on Form
S-4 (Registration No. 33-52109) relating to the removal from
registration of Unicom Corporation common stock, and any and all
amendments or supplements to such Post-Effective Amendment; hereby
granting to such attorneys and agents, and each of them, full power
of substitution and revocation in the premises; and hereby ratifying
and confirming all that such attorneys and agents, or any of them,
may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand this 25
------
day of January, 1995.
Samuel K. Skinner
---------------------
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
I, Mary T. Snyder, a Notary Public in and for said County,
in the State aforesaid, DO HEREBY CERTIFY that SAMUEL K. SKINNER,
personally known to me to be the same person whose name is subscribed
to the foregoing instrument, appeared before me this day in person,
and acknowledged that he signed and delivered said instrument as his
free and voluntary act, for the uses and purposes therein set forth.
GIVEN under my hand and the notarial seal this 25 day of
------
January, 1995.
Mary T. Snyder
------------------
Mary T. Snyder
Notary Public
(Notary Public Seal)
