<PAGE>
Registration No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
FORM S-4
REGISTRATION STATEMENT
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
jurisdiction of industrial classification Identification No.)
incorporation or code number)
organization)
John C. Bukovski, Vice President
37th Floor, 10 South Dearborn Street 37th Floor, 10 South Dearborn Street
Post Office Box A-3005 Post Office Box A-3005
Chicago, Illinois 60690-3005 Chicago, Illinois 60690-3005
312/394-7399 312/394-3117
(Address, including zip code, and (Name, address, including zip code, and
telephone number, including area telephone number, including area code,
code, of registrant's principal of agent for service)
executive offices)
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the Registration Statement becomes effective.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [_]
CALCULATION OF REGISTRATION FEE
===============================================================================
Proposed Proposed
Title of each class Amount maximum maximum Amount of
of securities to be offering price aggregate registration
to be registered registered per unit* offering price* fee
- -------------------------------------------------------------------------------
COMMON STOCK....... 135,646 shares $26.64 $3,613,609 $1,247
===============================================================================
*Calculated pursuant to Rule 457(f) based upon the book value per share as of
December 31, 1995 of the Common Stock, $12.50 par value per share, of
Commonwealth Edison Company to be received in exchange for the issuance of the
securities being registered.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
===============================================================================
<PAGE>
CROSS REFERENCE SHEET
FORM S-4 ITEM NUMBER
AND CAPTION PROSPECTUS
- --------------------------- ------------------------------------------------
1. Forepart of
Registration Statement
and Outside Front
Cover Page of
Prospectus............. Facing Page; Cross Reference Sheet; Outside
Front Cover Page of Prospectus
2. Inside Front and
Outside Back Cover
Pages of Prospectus.... "Available Information"; "Incorporation of
Certain Information by Reference"; Outside Back
Cover Page of Prospectus
3. Risk Factors,
Ratios of Earnings to
Fixed Charges, and
Other Information...... "Unicom Corporation"; "Commonwealth Edison
Company"; "Prospectus Summary"
4. Terms of the
Transaction............ "Prospectus Summary"; "The Exchange Offer";
"Certain Differences Between Shares of Unicom
Common Stock and ComEd Common Stock"; "Summary
of Certain Federal Income Tax Considerations"
5. Pro Forma Financial
Information............ Not applicable
6. Material Contracts
with the Company Being
Acquired............... Not applicable
7. Additional
Information Required
for Reoffering by
Persons and Parties
Deemed to be
Underwriters........... Not applicable
i
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8. Interests of Named
Experts and Counsel.... "Legal Matters"; "Experts"
9. Disclosure of
Commission Position on
Indemnification for
Securities Act
Liabilities............ Not applicable
10. Information With
Respect to
S-3 Registrants........ "Incorporation of Certain Information by
Reference"; "Prospectus Summary"
11. Incorporation of
Certain Information by
Reference.............. "Incorporation of Certain Information by
Reference"
12. Information With
Respect to
S-2 or S-3 Registrants. Not applicable
13. Incorporation of
Certain Information
by Reference........... Not applicable
14. Information With
Respect to Registrants
Other Than S-3 or S-2
Registrants............ Not applicable
15. Information With
Respect to
S-3 Companies.......... Not applicable
16. Information With
Respect to
S-2 or S-3 Companies... Not applicable
17. Information With
Respect to
Companies Other Than
S-2 or
S-3 Companies.......... Not applicable
18. Information if
Proxies, Consents or
Authorizations are not
to be solicited, or in
an Exchange Offer...... Not applicable
19. Information if
Proxies, Consents or
Authorizations are not
to be solicited, or in
an Exchange Offer...... "Incorporation of Certain Information by
Reference"; "Unicom Corporation"
ii
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Preliminary Prospectus Dated February 16, 1996
Subject to Completion
[Unicom logo]
Unicom Corporation
One First National Plaza
P.O. Box A-3005
Chicago, Illinois 60690-3005
Dear Commonwealth Edison Shareholder:
We are writing to inform you that Unicom Corporation ("Unicom") has
determined to offer holders of the Common Stock of Commonwealth Edison Company
("ComEd") the opportunity to exchange those shares on a one-for-one basis for
shares of the Common Stock of Unicom.
More specifically, Unicom is offering, pursuant to the terms and conditions
contained in this Prospectus and the accompanying Letter of Transmittal (which
together constitute the "Exchange Offer"), to exchange one share of the Common
Stock without par value ("Unicom Common Stock") of Unicom for each share of
Common Stock, $12.50 par value per share ("ComEd Common Stock") of ComEd not
held by Unicom. Holders of outstanding shares of the $1.425 Convertible
Preferred Stock without par value issued by ComEd (the "ComEd Convertible
Preferred Stock") and the outstanding warrants to purchase ComEd Common Stock
issued by ComEd (the "ComEd Warrants") may participate in the Exchange Offer by
converting their shares of ComEd Convertible Preferred Stock or their ComEd
Warrants into ComEd Common Stock in accordance with the conversion provisions of
those securities, and then tendering the shares of ComEd Common Stock so
received in the Exchange Offer.
A more complete description of the terms and conditions of the Exchange
Offer, including the procedures for tendering shares, is set forth on pages 7
through 10 of this Prospectus under "The Exchange Offer." Please also review
"Certain Differences Between Shares of Unicom Common Stock and ComEd Common
Stock" prior to making any decision to tender your shares.
Sincerely,
David A. Scholz
Secretary
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS ________, 1996.
<PAGE>
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED
HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS ARE AVAILABLE UPON REQUEST FROM
DAVID A. SCHOLZ, SECRETARY, UNICOM CORPORATION, 37TH FLOOR, 10 SOUTH DEARBORN
STREET, POST OFFICE BOX A-3005, CHICAGO, ILLINOIS 60690-3005 (TELEPHONE NUMBER
312/394-7399).
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY UNICOM OR ANY UNDERWRITER, DEALER OR AGENT. NEITHER THE DELIVERY
OF THIS PROSPECTUS NOR ANY EXCHANGE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES
CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF UNICOM
SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR
SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION
IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS
NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION.
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TABLE OF CONTENTS
Page Page
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<S> <C> <C> <C>
Available Information.............................. 2 Summary of Certain Federal Income
Incorporation of Certain Information Tax Considerations.................................. 10
by Reference...................................... 3 Certain Differences Between Shares of
Unicom Corporation................................. 3 Unicom Common Stock and ComEd
Commonwealth Edison Company........................ 4 Common Stock........................................ 11
Prospectus Summary................................. 4 Legal Matters......................................... 12
Reasons for the Exchange Offer..................... 6 Experts............................................... 12
The Exchange Offer................................. 7
</TABLE>
AVAILABLE INFORMATION
Unicom and ComEd are subject to the informational requirements of the
Securities Exchange Act of 1934, as amended, and in accordance therewith file
reports and other information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at
its Regional Offices located at Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, IL 60661 and Seven World Trade Center, 13th Floor, New York, NY
10048. Copies of such material can also be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C.
20549, at prescribed rates. In addition, reports, proxy statements and other
information concerning Unicom may be inspected at the offices of the New York
Stock Exchange, 20 Broad Street, New York, NY, the Chicago Stock Exchange, 440
South LaSalle Street, Chicago, IL and the Pacific Stock Exchange, 301 Pine
Street, San Francisco, CA, the exchanges on which Unicom Common Stock is listed.
Unicom has filed with the Commission a Registration Statement on Form S-4 under
the Securities Act of 1933, as amended, with respect to the Exchange Offer. This
Prospectus does not contain all of the information set forth in such
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. For further information, reference
is made to such Registration Statement.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by Unicom with the Commission (File No. 1-
11375) are incorporated in this Prospectus by reference and made a part hereof:
(a) Unicom's Annual Report on Form 10-K for the year ended December
31, 1994 (the "1994 Form 10-K");
(b) Unicom's Quarterly Reports on Form 10-Q for the quarterly periods
ended March 31, 1995 (the "March 31, 1995 Form 10-Q"), June 30, 1995 (the
"June 30, 1995 Form 10-Q") and September 30, 1995 (the "September 30, 1995
Form 10-Q");
(c) Unicom's Current Reports on Form 8-K dated January 27, 1995,
December 11, 1995, December 13, 1995 and January 26, 1996; and
(d) Unicom's Registration Statement on Form 8-A relating to the
Unicom Common Stock.
All documents subsequently filed by Unicom pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the
date of this Prospectus and prior to the termination of the offering made by
this Prospectus, shall be deemed to be incorporated in this Prospectus by
reference and to be a part hereof from the respective dates of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference in this Prospectus shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained in this Prospectus or in any other subsequently filed document which
also is or is deemed to be incorporated by reference in this Prospectus modifies
or supersedes such statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
Unicom will provide without charge to each person, including any beneficial
owner, to whom this Prospectus is delivered, upon written or oral request of
such person, a copy of any or all of the documents that have been or may be
incorporated in this Prospectus by reference, other than certain exhibits to
such documents. Such requests should be directed to David A. Scholz, Secretary,
Unicom Corporation, 37th Floor, 10 South Dearborn Street, Post Office Box A-
3005, Chicago, IL 60690-3005 (telephone number 312/394-7399).
UNICOM CORPORATION
Unicom was organized in the state of Illinois on January 28, 1994, and on
September 1, 1994, became the parent holding company of ComEd and Unicom
Enterprises Inc., an unregulated subsidiary engaged, through a subsidiary, in
energy service activities. Unicom owns in excess of 99% of the outstanding ComEd
Common Stock and has the same directors as ComEd. ComEd represents substantially
all of the assets, revenues and net income of Unicom; and Unicom's resources and
results of operations are dependent on, and reflect, those of ComEd. Unicom also
has several other subsidiaries that have been formed to engage in unregulated
activities. Unicom's principal executive offices are located at 37th Floor, 10
South Dearborn Street, Post Office Box A-3005, Chicago, IL 60690-3005, and its
telephone number is 312/394-7399.
-3-
<PAGE>
COMMONWEALTH EDISON COMPANY
ComEd is engaged principally in the production, purchase, transmission,
distribution and sale of electricity to a diverse base of residential,
commercial and industrial customers. ComEd's electric service territory has an
area of approximately 11,540 square miles and an estimated population of
approximately eight million as of December 31, 1995 and 1994, respectively. It
includes the city of Chicago, an area of about 225 square miles with an
estimated population of approximately three million from which ComEd derived
approximately one-third of its ultimate consumer revenues in the twelve months
ended December 31, 1995. ComEd had approximately 3.4 million electric customers
at December 31, 1995. ComEd's principal executive offices are located at 37th
Floor, 10 South Dearborn Street, Post Office Box 767, Chicago, IL 60690-0767,
and its telephone number is 312/394-4321.
PROSPECTUS SUMMARY
The following is a summary of certain information contained or incorporated
by reference in this Prospectus and is qualified in its entirety by the more
detailed information and financial statements contained or incorporated by
reference in this Prospectus.
THE EXCHANGE OFFER
The Exchange Offer............ Unicom is offering to exchange one share of
Unicom Common Stock for each share of ComEd
Common Stock tendered by holders other than
Unicom.
Participation by Holders
of ComEd Convertible
Preferred Stock and
ComEd Warrants............... Such holders may participate in the Exchange
Offer by converting their securities into
ComEd Common Stock in accordance with the
conversion provisions of such securities,
and then tendering the shares of ComEd
Common Stock so received in accordance with
the Exchange Offer.
Expiration Date............... The Exchange Offer has no fixed expiration
date. It will remain open until such time as
there are no outstanding shares of ComEd
Convertible Preferred Stock, no outstanding
ComEd Warrants and no outstanding shares of
ComEd Common Stock held by persons other than
Unicom or, if earlier, such date as Unicom
may fix by at least 60 days' prior written
notice to the then registered holders of
ComEd Convertible Preferred Stock, ComEd
Warrants and ComEd Common Stock. See "The
Exchange Offer -- Termination of the Exchange
Offer."
Tender Procedure.............. A properly completed Letter of Transmittal,
including required attachments, should be
sent to the Exchange Agent. See "The Exchange
Offer -- Procedures for Tendering ComEd
Shares."
Tenders are Irrevocable....... Tenders of ComEd Common Stock pursuant to the
Exchange Offer are irrevocable. Assuming a
properly completed Letter of Transmittal has
been sent, a tender will be processed
promptly upon receipt.
-4-
<PAGE>
Exchange Agent................ First Chicago Trust Company of New York,
telephone (201) 324-0137
By Mail:
Suite 4660 -- Tenders and Exchanges
P.O. Box 2565
Jersey City, New Jersey 07303-2565
By Hand or Overnight Courier:
Suite 4680
14 Wall Street -- 8th Floor
New York, New York 10005
Federal Income Tax
Consequences................. An exchange pursuant to the Exchange Offer
will be tax free for federal income tax
purposes. See "Summary of Certain Federal
Income Tax Considerations."
COMPARISON OF UNICOM COMMON STOCK AND COMED COMMON STOCK
Stock Exchange Listing........ Unicom Common Stock is listed and traded on the
New York, Chicago and Pacific Stock Exchanges.
ComEd Common Stock is not listed on a national
securities exchange, and Unicom is not aware of
anyone who is making a market in that stock.
Dividends..................... Dividends paid on shares of ComEd Common Stock
will reflect the performance of ComEd alone, and
will not be affected by losses or profits of
unregulated subsidiaries of Unicom. In addition,
at least in the short-term, the amount of
dividends paid on ComEd Common Stock is expected
to be greater than the amount of dividends paid
on Unicom Common Stock, in order to provide
Unicom with a source of funds to pay its
expenses and to invest in its unregulated
activities.
See "Certain Differences Between Shares of Unicom Common Stock and ComEd
Common Stock" for additional information, including a comparison of the cash
dividends paid per share on Unicom Common Stock and ComEd Common Stock.
-5-
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<TABLE>
<CAPTION>
SUMMARY FINANCIAL INFORMATION
TWELVE MONTHS ENDED TWELVE MONTHS ENDED
DECEMBER 31, 1995 DECEMBER 31, 1994
------------------------------------- -------------------------------------
(IN THOUSANDS, EXCEPT PER SHARE DATA) (IN THOUSANDS, EXCEPT PER SHARE DATA)
UNICOM COMED UNICOM COMED
------ ----- ------ -----
<S> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net Operating Revenues $ 6,910,045 $ 6,909,786 $ 6,277,521 $ 6,277,521
Operating Income $ 1,338,599 $ 1,345,464 $ 1,083,248 $ 1,088,582
Net Income on Common Stock $ 639,511 $ 647,193 $ 354,934 $ 359,019
Average Number of Common
Shares Outstanding 214,691 214,193 214,031 214,008
Earnings per Common Share $ 2.98 $ 3.02 $ 1.66 $ 1.68
BALANCE SHEET DATA
(AT DECEMBER 31, 1995 AND 1994):
Total Assets $23,246,988 $23,119,060 $23,121,488 $23,075,967
Common Stock Equity $ 5,769,637 $ 5,706,130 $ 5,448,127 $ 5,401,423
Book Value per Common Share $ 26.80 $ 26.64 $ 25.42 $ 25.22
</TABLE>
<TABLE>
<CAPTION>
PRICE RANGE OF SHARES OF UNICOM COMMON STOCK AND COMED COMMON STOCK/(1)/
1995 1994 1993
------------------------------------- ------------------------------------------- -------
Fourth Third Second First Fourth Third Second First Fourth
Quarter Quarter Quarter Quarter Quarter Quarter Quarter Quarter Quarter
------- ------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Unicom Common Stock:
High 33-7/8 30-1/2 27-3/4 26-1/8 24-3/4 23-7/8/(2)/ /(2)/ /(2)/ /(2)/
Low 30-1/4 26-1/4 23-5/8 23-1/4 20-5/8 21-1/4/(2)/ /(2)/ /(2)/ /(2)/
ComEd Common Stock:
High /(2)/ /(2)/ /(2)/ /(2)/ /(2)/ 24-7/8/(2)/ 26 28-3/4 30-5/8
Low /(2)/ /(2)/ /(2)/ /(2)/ /(2)/ 22-1/2/(2)/ 22 25-1/8 27-3/8
</TABLE>
- --------------------------------
(1) As reported as New York Stock Exchange Composite Transactions.
(2) Unicom Common Stock commenced trading on the New York, Chicago and Pacific
Stock Exchanges on September 1, 1994. ComEd Common Stock ceased trading on
those exchanges on that date.
REASONS FOR THE EXCHANGE OFFER
The primary purpose of the Exchange Offer is to give the holders of ComEd
Convertible Preferred Stock, ComEd Warrants and ComEd Common Stock the
opportunity to obtain stock for which there is a public market. ComEd Common
Stock is not listed or traded on a stock exchange whereas Unicom Common Stock is
listed and traded on the New York, Chicago and Pacific Stock Exchanges.
-6-
<PAGE>
The Exchange Offer also provides holders of ComEd Convertible Preferred
Stock, ComEd Warrants and ComEd Common Stock an opportunity to share in the
results of Unicom's unregulated subsidiaries. Such subsidiaries, however, are
not expected to make a material contribution to Unicom's revenues or income in
the near future. See "Certain Differences Between Shares of Unicom Common Stock
and ComEd Common Stock -- Dividends."
THE EXCHANGE OFFER
Upon the terms and subject to the conditions set forth in this Prospectus
and in the accompanying Letter of Transmittal (which together constitute the
"Exchange Offer"), Unicom is offering to exchange one share of Unicom Common
Stock for each share of ComEd Common Stock tendered. Holders of ComEd
Convertible Preferred Stock and ComEd Warrants may participate in the Exchange
Offer by converting such securities into ComEd Common Stock according to the
conversion provisions of such securities, and then tendering the shares of ComEd
Common Stock so received in accordance with the Exchange Offer.
As of December 31, 1995, 96,753 shares of ComEd Convertible Preferred
Stock, 82,742 ComEd Warrants and 9,378 shares of ComEd Common Stock not held by
Unicom were outstanding.
PROCEDURES FOR TENDERING COMED SHARES
A holder of shares of ComEd Common Stock who wishes to participate in the
Exchange Offer must forward a properly completed and executed Letter of
Transmittal, including all other documents required by such Letter of
Transmittal, to First Chicago Trust Company of New York (the "Exchange Agent"),
if delivered by mail, to First Chicago Trust Company of New York, Suite 4660 -
Tenders and Exchanges, P.O. Box 2565, Jersey City, New Jersey 07303-2565, and if
delivered by hand or by overnight courier, to First Chicago Trust Company of New
York, Suite 4680, 14 Wall Street -- 8th Floor, New York, New York 10005. THE
METHOD OF DELIVERY OF LETTERS OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS
AT THE ELECTION AND RISK OF THE HOLDERS. IF SUCH DELIVERY IS BY MAIL, IT IS
RECOMMENDED THAT REGISTERED MAIL, PROPERLY INSURED, WITH RETURN RECEIPT
REQUESTED, BE USED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE
TIMELY DELIVERY.
If the Letter of Transmittal is signed by a person(s) other than the
registered holder(s) of shares of ComEd Common Stock, such shares must be
endorsed or accompanied by appropriate powers of attorney, in either case signed
exactly as the name or names of the registered holder(s) that appear on the
tendered shares.
If the Letter of Transmittal or any certificates for ComEd Convertible
Preferred Stock, ComEd Warrants or ComEd Common Stock or powers of attorney are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing, and, unless waived by
Unicom, proper evidence satisfactory to Unicom of their authority so to act must
be submitted.
-7-
<PAGE>
If tendered shares of ComEd Common Stock are registered in the name of the
signer of the Letter of Transmittal and the shares of Unicom Common Stock to be
issued in exchange therefor are to be issued in the name of the registered
holder (which term, for the purposes described herein, shall include any
participant in The Depository Trust Company ("DTC") (also referred to as a book-
entry transfer facility) whose name appears on a security listing as the owner
of the ComEd Shares), the signature of such signer need not be guaranteed. In
any other case, the tendered shares of ComEd Common Stock must be endorsed or
accompanied by written instruments of transfer in form satisfactory to Unicom
and duly executed by the registered holder and the signature on the endorsement
or instrument of transfer must be guaranteed by a financial institution
(including most banks, savings and loan associations and brokerage houses) that
is a participant in the Security Transfer Agents Medallion Program or the Stock
Exchange Medallion Program (each, an "Eligible Institution"). If the shares of
Unicom Common Stock are to be delivered to an address other than that of the
registered holder appearing on the register for the shares of ComEd Common
Stock, the signature on the Letter of Transmittal must be guaranteed by an
Eligible Institution.
The Exchange Agent will establish an account with DTC with respect to
shares of ComEd Common Stock for the purpose of facilitating the Exchange Offer,
and subject to the establishment of such account, any financial institution that
is a participant in DTC's system may make book-entry delivery of shares of ComEd
Common Stock into the Exchange Agent's account with respect to ComEd Common
Stock in accordance with DTC's Automated Tender Offer Program ("ATOP")
procedures for such book-entry transfers. However, the exchange for any shares
so tendered will only be made after timely confirmation (a "Book-Entry
Confirmation") of such Book-Entry Transfer of such ComEd Common Stock into the
Exchange Agent's account, and timely receipt by the Exchange Agent of an Agent's
Message (as such term is defined in the next sentence) and any other documents
required by the Letter of Transmittal. The term "Agent's Message" means a
message, transmitted by DTC and received by the Exchange Agent and forming a
part of a Book-Entry Confirmation, which states that DTC has received an express
acknowledgment from a participant tendering shares of ComEd Common Stock that is
the subject of such Book-Entry Confirmation that such participant has received
and agrees to be bound by the terms of the Letter of Transmittal, and that
Unicom may enforce such agreement against such participant.
All questions as to the validity, form, eligibility and acceptance of
shares of ComEd Common Stock tendered for exchange will be determined by Unicom
in its sole discretion, which determination shall be final and binding. Unicom
reserves the absolute right to reject any and all tenders of any particular
shares not properly tendered or not to accept any particular shares in cases
where such acceptance might, in the judgment of Unicom or its counsel, be
unlawful. Unicom also reserves the absolute right to waive any defects or
irregularities or conditions of the Exchange Offer as to any particular shares
of ComEd Common Stock (including the right to waive the ineligibility of any
holder who seeks to tender shares of ComEd Common Stock in the Exchange Offer).
The interpretation of the terms and conditions of the Exchange Offer (including
the Letter of Transmittal and the instructions thereto) by Unicom shall be final
and binding on all parties. Unless waived, any defects or irregularities in
connection with tenders of shares of ComEd Common Stock for exchange must be
cured within such time as Unicom shall determine. Neither Unicom nor any other
person shall be under any duty to give notification of defects or irregularities
with respect to tenders of shares for exchange, nor shall any of them incur any
liability for failure to give such notification.
ACCEPTANCE OF SHARES FOR EXCHANGE; DELIVERY OF UNICOM COMMON STOCK
Subject to the condition expressed under "Condition to the Exchange Offer"
below, and provided the Exchange Offer has not been terminated as described
under "Termination of the Exchange Offer" below, Unicom will accept all shares
of ComEd Common Stock that are properly tendered and First Chicago Trust Company
of New York, as registrar for shares of Unicom Common Stock, will register and
deliver the shares of Unicom Common Stock issuable in exchange therefor promptly
after receipt of such shares of ComEd Common Stock.
-8-
<PAGE>
In all cases, issuance of the shares of Unicom Common Stock for shares of
ComEd Common Stock that are accepted for exchange pursuant to the Exchange Offer
will be made only after receipt by the Exchange Agent of a properly completed
and duly executed Letter of Transmittal accompanied by the shares of ComEd
Common Stock. If any tendered shares of ComEd Common Stock are not accepted for
any reason set forth in the terms and conditions of the Exchange Offer, such
unaccepted or non-exchanged shares will be returned to the tendering holder
thereof promptly.
CONDITION TO THE EXCHANGE OFFER
Notwithstanding any other provisions of the Exchange Offer, Unicom shall
not be required to accept for exchange, or to issue shares of Unicom Common
Stock in exchange for, any shares of ComEd Common Stock and may terminate or
amend the Exchange Offer, if at any time before the acceptance of such shares of
ComEd Common Stock for exchange or the exchange of shares of Unicom Common Stock
for such shares of ComEd Common Stock any statute, rule or regulation shall have
been enacted, or any action shall have been taken by any court or governmental
authority which, in the sole judgment of Unicom, would prohibit, restrict or
otherwise render illegal consummation of the Exchange Offer.
Unicom expressly reserves the right to terminate the Exchange Offer and not
accept for exchange any shares of ComEd Common Stock upon the occurrence of the
foregoing condition (which represents the only material condition to the
acceptance by Unicom of properly tendered shares of ComEd Common Stock). In
addition, Unicom may amend the Exchange Offer at any time if the condition set
forth above occurs.
The foregoing condition is for the sole benefit of Unicom and may be
asserted by Unicom regardless of the circumstances giving rise to such condition
or may be waived by Unicom in whole or in part at any time and from time to time
in its sole discretion. The failure by Unicom at any time to exercise the
foregoing rights shall not be deemed a waiver of any such right and each such
right shall be deemed an ongoing right which may be asserted at any time and
from time to time.
In addition, Unicom will not accept for exchange any shares of ComEd Common
Stock tendered, and no shares of Unicom Common Stock will be issued in exchange
for any such shares, if at such time any stop order shall be threatened or in
effect with respect to the Registration Statement.
TERMINATION OF THE EXCHANGE OFFER
Although the Exchange Offer has no fixed expiration date, Unicom has
reserved the right to terminate the Exchange Offer (i) under the condition
described under "Condition to the Exchange Offer" above and (ii) upon sixty
days' prior written notice to the then registered holders of ComEd Convertible
Preferred Stock, ComEd Warrants and ComEd Common Stock. In the latter case, such
notice shall be made by mailing a copy thereof to each such registered holder at
his, her or its address as it shall appear in the securities register of ComEd.
Any such notice shall be deemed given when mailed and shall not be affected by
any failure of the registered holder to receive it.
ASSISTANCE
All executed Letters of Transmittal should be directed to the Exchange
Agent. Questions, requests for assistance and requests for additional copies of
this Prospectus, the Letter of Transmittal and other related documents should be
directed to Unicom, Attention: Secretary, 37th Floor, 10 South Dearborn Street,
Chicago, Illinois 60690-3005, telephone number (312) 394-7399 or to the Exchange
Agent, Attention: Tenders and Exchanges, Suite 4660, P.O. Box 2565, Jersey City,
New Jersey 07303-2565, telephone number (201) 324-0137.
-9-
<PAGE>
FEES AND EXPENSES
Unicom will not make any payments to brokers, dealers or others soliciting
acceptance of the Exchange Offer and will not reimburse brokers, dealers or
others for mailing these materials.
The expenses to be incurred in connection with the Exchange Offer will be
paid by Unicom and are estimated in the aggregate to be approximately $101,000
and include accounting, legal, filing and other fees and expenses.
TRANSFER TAXES
In order to preserve the tax free nature of the Exchange Offer for federal
income tax purposes, Unicom will not pay any transfer taxes applicable to the
exchange of shares of ComEd Common Stock tendered and accepted pursuant to the
Exchange Offer. Such taxes, if any, will be the responsibility of the tendering
holder.
SUMMARY OF CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
In the opinion of Sidley & Austin, counsel to Unicom, the following summary
describes the principal federal income tax consequences of the Exchange Offer to
the holders of ComEd Common Stock, ComEd Convertible Preferred Stock and ComEd
Warrants. The discussion is based upon the Internal Revenue Code of 1986, as
amended (the "Code"), applicable Treasury Regulations thereunder, Internal
Revenue Service rulings and judicial decisions, all as in effect as of the date
hereof. There can be no assurance that future changes in the law will not affect
the accuracy of the statements or conclusions set forth herein. In addition, the
opinion is based on certain representations made by Unicom to Sidley & Austin
and may not be relied upon subsequent to the date any such representations
become untrue. Unicom will amend or supplement this Prospectus, if appropriate,
should any of such representations become untrue and affect such opinion. EACH
HOLDER OF COMED COMMON STOCK, COMED CONVERTIBLE PREFERRED STOCK OR COMED
WARRANTS IS URGED TO CONSULT SUCH HOLDER'S OWN TAX ADVISOR AS TO THE SPECIFIC
TAX CONSEQUENCES TO SUCH HOLDER OF THE EXCHANGE OFFER, INCLUDING THE EFFECT OF
ANY SUBSEQUENT CHANGES IN THE LAW AND THE APPLICATION OF FOREIGN, STATE, LOCAL
AND OTHER TAX LAWS.
CONVERSION OF COMED CONVERTIBLE PREFERRED STOCK OR COMED WARRANTS
A holder of ComEd Convertible Preferred Stock or ComEd Warrants who
converts such securities into ComEd Common Stock in accordance with the
conversion provisions of those securities will not recognize any gain or loss as
a result of such conversion, except with respect to cash, if any, received in
lieu of fractional shares of ComEd Common Stock. The tax basis of the shares of
ComEd Common Stock received upon such conversion (including fractional shares of
ComEd Common Stock for which cash is received) will be the same as the tax basis
of the securities exchanged therefor. A holder of ComEd Convertible Preferred
Stock or ComEd Warrants who receives cash in lieu of a fractional share of ComEd
Common Stock will recognize gain or loss equal to the difference, if any,
between such holder's tax basis in the fractional share (as described above) and
the amount of cash received.
The holding period for shares of ComEd Common Stock received upon
conversion of ComEd Convertible Preferred Stock will include the holding period
for such shares of ComEd Convertible Preferred Stock, provided such shares of
ComEd Convertible Preferred Stock were held as capital assets by the stockholder
at the time of such conversion. The holding period for shares of ComEd Common
Stock received upon conversion of ComEd Warrants will begin the date such
warrants are exercised.
-10-
<PAGE>
EXCHANGE OF COMED COMMON STOCK FOR UNICOM COMMON STOCK
An exchange of ComEd Common Stock for Unicom Common Stock pursuant to the
Exchange Offer will qualify as a "reorganization" within the meaning of section
368(a) of the Code. Accordingly, (i) a stockholder of ComEd will not recognize
any gain or loss upon the exchange of his or her shares of ComEd Common Stock
for shares of Unicom Common Stock pursuant to the Exchange Offer; (ii) the tax
basis of the shares of Unicom Common Stock received in exchange for shares of
ComEd Common Stock pursuant to the Exchange Offer will be the same as the tax
basis of the shares of ComEd Common Stock exchanged therefor; and (iii) the
holding period for the shares of Unicom Common Stock received in exchange for
shares of ComEd Common Stock pursuant to the Exchange Offer will include the
stockholder's holding period for such shares of ComEd Common Stock, provided
such shares of ComEd Common Stock were held as capital assets by the stockholder
at the time of such exchange.
CERTAIN DIFFERENCES BETWEEN SHARES OF
UNICOM COMMON STOCK AND COMED COMMON STOCK
STOCK EXCHANGE LISTING
Shares of Unicom Common Stock are, and shares of Unicom Common Stock issued
in connection with the Exchange Offer will be, listed for trading on the New
York, Chicago and Pacific Stock Exchanges. Shares of ComEd Common Stock are not
listed on a stock exchange, and Unicom is not aware of anyone who is making a
market in that stock.
DIVIDENDS
The dividends paid on shares of ComEd Common Stock will reflect the
performance of ComEd alone, and will be unaffected by losses or profits of
unregulated subsidiaries of Unicom. In at least the short term, dividends on
shares of Unicom Common Stock will depend substantially upon the earnings,
financial condition and capital requirements of ComEd and on ComEd's ability to
pay dividends on the shares of ComEd Common Stock owned by Unicom. In addition,
in at least the short term, the amount of dividends paid on shares of ComEd
Common Stock is expected to be greater than the amount of dividends paid on the
shares of Unicom Common Stock, in order to provide Unicom with a source of funds
to pay its expenses and to invest in its unregulated subsidiaries. In the long
term, however, if Unicom's unregulated subsidiaries are successful, the assets
and earnings of such subsidiaries should benefit holders of shares of Unicom
Common Stock.
CASH DIVIDENDS PAID BY UNICOM AND COMED PER SHARE OF COMMON STOCK
1995 (by quarters) 1994 (by quarters)
---------------------------- ----------------------------
Fourth Third Second First Fourth Third Second First
Unicom 40c 40c 40c 40c 40c --- --- ---
ComEd 40c 40c 40c 40c 40c 40c* 40c 40c
* Excludes a special dividend (consisting of $40 million cash and the common
stock of Unicom Enterprises Inc.) effected on September 1, 1994 in
connection with the transaction by which Unicom became the parent holding
company of ComEd.
COMPARISON OF SHAREHOLDERS' RIGHTS
Unicom and ComEd are both Illinois corporations. The rights of holders of
shares of Unicom Common Stock are governed by the Articles of Incorporation of
Unicom (the "Unicom Articles") and the rights of holders of shares of ComEd
Common Stock are governed by the Restated Articles of Incorporation of ComEd
(the "ComEd Articles").
-11-
<PAGE>
CORPORATE PURPOSE. The Unicom Articles give Unicom broad corporate powers
to engage in any lawful activity for which a corporation may be formed under the
laws of the State of Illinois. The ComEd Articles specify that the corporate
purposes for which ComEd may engage in business are those related to electric,
gas and certain other utility businesses and related activities.
PREFERRED AND PREFERENCE STOCK. The Unicom Articles do not authorize any
preferred or preference stock. Authorization of any Unicom preferred stock or
preference stock or additional shares of Unicom Common Stock would require the
approval of the holders of the shares of Unicom Common Stock. By contrast, the
ComEd Articles authorize the issuance of preferred, preference and prior
preferred stock. As of December 31,1995, there were no shares of prior preferred
stock, 96,753 shares of ComEd Convertible Preferred Stock and 16,434,539 shares
of preference stock (in several series) outstanding. ComEd preference and prior
preferred stocks are issuable in series and may be issued with or without
mandatory redemption requirements, as designated by the ComEd Board of Directors
in connection with the issuance of a particular series. There are no
restrictions upon the issuance of any authorized shares by either Unicom or
ComEd except for any actions required to be taken by such corporation's Board of
Directors under Illinois law.
COMMON STOCK. The Unicom Articles authorize the issuance of 400,000,000
shares of Unicom Common Stock, whereas the ComEd Articles authorize the issuance
of 250,000,000 shares of ComEd Common Stock. As of December 31, 1995, there were
214,947,629 shares of Unicom Common Stock and 214,194,950 shares of ComEd Common
Stock outstanding. As of December 31, 1995, Unicom owned 214,185,572 shares of
the outstanding ComEd Common Stock, representing in excess of 99% of such stock
and in excess of 92% of the outstanding voting stock of ComEd on such date.
LEGAL MATTERS
The validity of the shares of Unicom Common Stock to be issued in the
Exchange Offer and certain other matters related thereto will be passed upon on
behalf of Unicom by Sidley & Austin, Chicago, Illinois.
EXPERTS
The financial statements and schedules included or incorporated by
reference in the 1994 Form 10-K Report, the March 31, 1995 Form 10-Q Report, the
June 30, 1995 Form 10-Q Report, the September 30, 1995 Form 10-Q Report and the
January 26, 1996 Form 8-K Report have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect
thereto, and are incorporated herein in reliance upon the authority of said firm
as experts in accounting and auditing in giving said reports. Reference is made
to said reports included or incorporated by reference in the 1994 Form 10-K
Report which include an explanatory paragraph with respect to a change in the
method of accounting for postretirement health care benefits and income taxes,
as discussed in Notes 13 and 14 of the financial statements, respectively.
-12-
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Certain provisions of the Illinois Business Corporation Act of 1983
(the "BCA") provide that Unicom may, and in some circumstances must, indemnify
the directors and officers of Unicom and of each subsidiary company against
liabilities and expenses incurred by any such person by reason of the fact that
such person was serving in such capacity, subject to certain limitations and
conditions set forth in the statute. Unicom's Articles of Incorporation provide
that ComEd will indemnify its directors and officers, and any person serving as
a director or officer of another business entity at Unicom's request, to the
extent permitted by the statute. In addition, Unicom Articles of Incorporation
provide, as permitted by BCA, that directors shall not be personally liable for
monetary damages for breach of fiduciary duty as a director, except (i) for
breaches of their duty of loyalty to Unicom or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 8.65 of the BCA, and (iv) for
transactions from which a director derived an improper personal benefit.
Unicom has purchased liability insurance policies which indemnify
Unicom's directors and officers, the directors and officers of subsidiaries of
Unicom, the trustees of the Service Annuity Funds, and officers of Unicom
serving as directors and officers on behalf of Unicom with certain other
corporations, against loss arising from claims by reason of their legal
liability for acts as such directors, officers or trustees, subject to
limitations and conditions as set forth in the policies.
Unicom indemnifies assistant officers and certain other employees
against liabilities and expenses incurred by reason of acts performed in
connection with the operations of the various employee benefit systems of Unicom
and its subsidiaries.
ITEM 21. EXHIBITS.
The following exhibits are filed herewith or incorporated herein by
reference. Documents indicated by an asterisk (*) are incorporated herein by
reference to the File No. indicated.
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------- --------------------------------------------------------------
(3)-1* Articles of Incorporation, as amended, of registrant (File No.
1-11375, Form 10-K for the year ended December 31, 1994, Exhibit
(3)-1).
(3)-2* By-Laws of registrant (File No. 1-11375, Form 10-K for the year
ended December 31, 1994, Exhibit (3)-3).
(5) Opinion re legality.
(8) Opinion re tax consequences.
(21) Subsidiaries of registrant.
(23)-1 Consent of Sidley & Austin (included in (5)).
(23)-2 Consent of Experts.
(24) Powers of attorney of Directors whose names are signed to this
registration statement pursuant to such powers.
(99) Form of Letter of Transmittal.
S-1
<PAGE>
ITEM 22. UNDERTAKINGS.
THE UNDERSIGNED REGISTRANT HEREBY UNDERTAKES:
(1) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 that is
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.
(2) To respond to requests for information that is incorporated by
reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this form,
within one business day of receipt of such request, and to send the incorporated
documents by first class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the effective date of the
registration statement through the date of responding to the request.
(3) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein, that
was not the subject of and included in the registration statement when it became
effective.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 20, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.
S-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, and State of
Illinois, on this 16th day of February, 1996.
UNICOM CORPORATION
By James J. O'Connor
--------------------------------------
James J. O'Connor,
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated on this 16th day of February, 1996.
Signature Title
--------- -----
James J. O'Connor Chairman and Chief Executive
------------------------------- Officer and Director
James J. O'Connor (principal executive officer)
John C. Bukovski Vice President
------------------------------- (principal financial officer)
John C. Bukovski
Roger F. Kovack Comptroller
------------------------------- (principal accounting officer)
Roger F. Kovack
*Jean Allard Director
Edward A. Brennan Director
*James W. Compton Director
*Sue L. Gin Director
Donald P. Jacobs Director
*Edgar D. Jannotta Director
*George E. Johnson Director
*Edward A. Mason Director
Leo F. Mullin Vice Chairman and Director
-------------------------------
Leo F. Mullin
*Frank A. Olson Director
*Samuel K. Skinner President and Director
*By David A. Scholz
----------------------------
David A. Scholz,
Attorney-in-fact
S-3
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Document
_______ ___________________________________________________________________
(3)-1* Articles of Incorporation, as amended, of registrant (File No.
1-11375, Form 10-K for the year ended December 31, 1994, Exhibit
(3)-1).
(3)-2* By-Laws of registrant (File No. 1-11375, Form 10-K for the year ended
December 31, 1994, Exhibit (3)-3).
(5) Opinion re legality.
(8) Opinion re tax consequences.
(21) Subsidiaries of registrant.
(23)-1 Consent of Sidley & Austin (included in (5)).
(23)-2 Consent of Experts.
(24) Powers of attorney of Directors whose names are signed to this
registration statement pursuant to such powers.
(99) Form of Letter of Transmittal.
<PAGE>
Exhibit (5)
Unicom Corporation
Form S-4
File No. 33-
Sidley & Austin
One First National Plaza
Chicago, Illinois 60603
February 5, 1996
Unicom Corporation
One First National Plaza
Chicago, Illinois 60690-3007
Re: 135,646 Shares of Common Stock, without par value
-------------------------------------------------
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-4 (the "Registration
Statement") being filed by Unicom Corporation, an Illinois corporation (the
"Company"), with the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the "Securities Act"), relating to the registration of
135,646 shares of Common Stock, without par value (the "New Shares"), of the
Company in connection with an offer (the "Exchange Offer") to be made to the
holders of shares of the Common Stock, $12.50 par value ("ComEd Common Shares"),
of Commonwealth Edison Company, an Illinois corporation, to exchange one New
Share for each ComEd Common Share surrendered in accordance with the terms of
the Exchange Offer.
We are familiar with the proceedings to date with respect to the
Exchange Offer and the proposed issuance and sale of the New Shares in
connection therewith. We have also examined such records, documents and
questions of law, and have satisfied ourselves as to such matters of fact, as we
have considered relevant and necessary as a basis for this opinion. In
connection with such examination, we have assumed the authenticity of all
documents submitted to us as originals, the genuineness of all signatures, the
legal capacity of all natural
<PAGE>
Unicom Corporation
February 5, 1996
Page 2
persons and the conformity with the original documents of any copies thereof
submitted to us for our examination.
Based on the foregoing, we are of the opinion that:
1. The Company is duly incorporated and validly existing under the
laws of the State of Illinois.
2. Each of the New Shares will be legally issued, fully paid and non-
assessable when (i) the Registration Statement, as finally amended, shall
have become effective under the Securities Act; and (ii) a certificate
representing such New Share shall have been duly executed, countersigned
and registered and duly delivered in accordance with the terms of the
Exchange Offer.
This opinion is limited to the federal laws of the United States of
America and the laws of the State of Illinois. We do not find it necessary for
the purposes of this opinion to cover, and accordingly we express no opinion as
to, the application of the securities or blue sky laws of the various states to
the sale of the New Shares.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to all references to our firm included in or made a
part of the Registration Statement.
Very truly yours,
Sidley & Austin
Sidley & Austin
<PAGE>
Exhibit (8)
Unicom Corporation
Form S-4
File No. 33-
Sidley & Austin
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
LOS ANGELES One First National Plaza LONDON
______ Chicago, Illinois 60603 ______
NEW YORK Telephone 312: 853-7000 SINGAPORE
______ Telex 25-4364 ______
WASHINGTON, D.C. Facsimile 312: 853-7036 TOKYO
Founded 1866
WRITER'S DIRECT NUMBER
February 5, 1996
Unicom Corporation
37th Floor, 10 South Dearborn Street
Chicago, Illinois 60690
Ladies and Gentlemen:
We are counsel to Unicom Corporation, an Illinois corporation
("Unicom"). We have been requested by Unicom to render this opinion in
connection with the offer by Unicom to holders of the Common Stock of
Commonwealth Edison Company ("ComEd") to exchange those shares on a one-for-one
basis for shares of the Common Stock of Unicom (the "Exchange Offer"). The
Exchange Offer is more fully described in the Registration Statement on Form S-4
to be filed by Unicom with the Securities and Exchange Commission (the
"Registration Statement"). Capitalized terms not otherwise defined herein have
the meanings ascribed to them in the Registration Statement.
Based upon our review of the Registration Statement and such other
documents as we have deemed necessary and upon certain representations made to
us by Unicom in a letter dated February 5, 1996, assuming the Exchange Offer and
all other events occur as contemplated in the Registration Statement, it is our
opinion that for federal income tax purposes:
<PAGE>
SIDLEY & AUSTIN CHICAGO
Unicom Corporation
February 6, 1996
Page 2
1. An exchange of ComEd Common Stock for Unicom Common Stock pursuant
to the Exchange Offer will qualify as a "reorganization" within the meaning
of section 368(a) of the Internal Revenue Code of 1986, as amended.
2. A stockholder of ComEd will not recognize any gain or loss upon the
exchange of his or her shares of ComEd Common Stock for shares of Unicom
Common Stock pursuant to the Exchange Offer.
3. The tax basis of the shares of Unicom Common Stock received in
exchange for shares of ComEd Common Stock pursuant to the Exchange Offer
will be the same as the tax basis of the shares of ComEd Common Stock
exchanged therefor.
4. The holding period for the shares of Unicom Common Stock received
in exchange for shares of ComEd Common Stock pursuant to the Exchange Offer
will include the stockholder's holding period for such shares of ComEd
Common Stock, provided such shares of ComEd Common Stock were held as
capital assets by the stockholder at the time of such exchange.
Based upon and subject to the foregoing, it is also our opinion that
the statements under the caption "SUMMARY OF CERTAIN FEDERAL INCOME TAX
CONSIDERATIONS--Conversion of ComEd Convertible Preferred Stock or ComEd
Warrants" in the Registration Statement are correct in all material respects.
You have not asked for, and we do not express, any opinion concerning
the tax consequences of the Exchange Offer and related transactions other than
those expressly set forth above.
Our opinion is based upon the Code, administrative rulings, judicial
decisions, Treasury Regulations, and other applicable authorities, which are
subject to change, and which changes could apply retroactively. In addition,
our opinion is based upon representations which you have made to us, and may not
be relied upon subsequent to the date any such representations become untrue.
Our opinion is not binding upon the courts or the
<PAGE>
SIDLEY & AUSTIN CHICAGO
Unicom Corporation
February 6, 1996
Page 3
Internal Revenue Service, and there can be no assurance that positions contrary
to those stated in our opinion would not be taken by the Service or that any
such contrary position would not be sustained by the courts.
This opinion letter is limited to the matters stated herein and no
opinion is implied or may be inferred beyond the matters expressly stated
herein. This opinion letter shall not be construed as or deemed to be a
guarantee or insuring agreement.
This opinion is rendered as of the date hereof based on the law and
facts in existence on the date hereof, and we do not undertake, and hereby
disclaim, any obligation to advise you of any changes in law or facts, whether
or not material, which may be brought to our attention at a later date. We
further disclaim any responsibility to investigate or assess the continuing
validity of any of the representations you have made to us.
We express no opinion with respect to the effect of any laws other
than federal income tax laws of the United States of America.
Very truly yours,
Sidley & Austin
Sidley & Austin
<PAGE>
Exhibit (21)
Unicom Corporation
Form S-4 File No. 33-
Unicom Corporation
Subsidiaries of the Company
---------------------------
State or
Jurisdiction
in Which
Name Incorporated
- --------------------------------------------- ------------
Commonwealth Edison Company* Illinois
Commonwealth Edison Company of Indiana, Inc.* Indiana
Unicom Enterprises Inc.* Illinois
Unicom Thermal Technologies Inc.* Illinois
Unicom Thermal Technologies Boston Inc.* Delaware
ComEd Financing I* Delaware
Unicom Resources Inc.* Illinois
Unicom Technology Development Inc.* Illinois
Edison Development Company Delaware
Cotter Corporation New Mexico
Commonwealth Research Corporation Illinois
Concomber, Ltd. Bermuda
Edison Development Canada Inc. Canada
* Included in the consolidated financial statements.
<PAGE>
Exhibit (23)-2
Unicom Corporation
Form S-4
File No. 33-
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-4 Registration Statement of our reports dated January
27, 1995, included or incorporated by reference in Unicom Corporation's Annual
Report on Form 10-K for the year ended December 31, 1994, our reports dated May
9, 1995, August 8, 1995 and November 8, 1995, included in Unicom Corporation's
Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 1995,
June 30, 1995 and September 30, 1995, respectively, and our report dated January
26, 1996 included in Unicom's Form 8-K Current Report dated January 26, 1996.
We also hereby consent to all references to our Firm included in this Form S-4
Registration Statement.
ARTHUR ANDERSEN LLP
Chicago, Illinois
February 16, 1996
<PAGE>
Exhibit (24)
Unicom Corporation
Form S-4
File No. 33-
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
Registration Statement on Form S-4 under the Securities Act of 1933 relating to
the offer by Unicom Corporation to exchange one share of its Common Stock for
each share of Commonwealth Edison Company's Common Stock not held by Unicom and
any and all amendments or supplements to such Registration Statement; 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 14th day of
September, 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 14th day of September,
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
Registration Statement on Form S-4 under the Securities Act of 1933 relating to
the offer by Unicom Corporation to exchange one share of its Common Stock for
each share of Commonwealth Edison Company's Common Stock not held by Unicom and
any and all amendments or supplements to such Registration Statement; 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 14th day of
September, 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 14th day of September,
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
Registration Statement on Form S-4 under the Securities Act of 1933 relating to
the offer by Unicom Corporation to exchange one share of its Common Stock for
each share of Commonwealth Edison Company's Common Stock not held by Unicom and
any and all amendments or supplements to such Registration Statement; 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 14th day of
September, 1995.
Sue L. 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 14th day of September,
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
Registration Statement on Form S-4 under the Securities Act of 1933 relating to
the offer by Unicom Corporation to exchange one share of its Common Stock for
each share of Commonwealth Edison Company's Common Stock not held by Unicom and
any and all amendments or supplements to such Registration Statement; 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 14th day of
September, 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 14th day of September,
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
Registration Statement on Form S-4 under the Securities Act of 1933 relating to
the offer by Unicom Corporation to exchange one share of its Common Stock for
each share of Commonwealth Edison Company's Common Stock not held by Unicom and
any and all amendments or supplements to such Registration Statement; 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 14th day of
September, 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 14th day of September,
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
Registration Statement on Form S-4 under the Securities Act of 1933 relating to
the offer by Unicom Corporation to exchange one share of its Common Stock for
each share of Commonwealth Edison Company's Common Stock not held by Unicom and
any and all amendments or supplements to such Registration Statement; 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 14th day of
September, 1995.
Edward A. Mason
------------------------------
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 EDWARD A. MASON, 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 14th day of September,
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
Registration Statement on Form S-4 under the Securities Act of 1933 relating to
the offer by Unicom Corporation to exchange one share of its Common Stock for
each share of Commonwealth Edison Company's Common Stock not held by Unicom and
any and all amendments or supplements to such Registration Statement; 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 14th day of
September, 1995.
Frank 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 14th day of September,
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 Registration Statement on Form S-4 under the Securities Act of 1933
relating to the offer by Unicom Corporation to exchange one share of its Common
Stock for each share of Commonwealth Edison Company's Common Stock not held by
Unicom and any and all amendments or supplements to such Registration Statement;
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 14th day of
September, 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 14th day of September,
1995.
Mary T. Snyder
------------------------------
Mary T. Snyder
Notary Public
(Notary Public Seal)
<PAGE>
Exhibit (99)
Unicom Corporation
Form S-4
File No. 33-
LETTER OF TRANSMITTAL
To Tender Shares of the Common Stock, $12.50 Par Value Per Share
of
COMMONWEALTH EDISON COMPANY
Pursuant to the Offer by Unicom Corporation to Exchange Shares of its
Common Stock Without Par Value
The Exchange Agent for the Exchange Offer is:
FIRST CHICAGO TRUST COMPANY OF NEW YORK
By Mail: By Hand or Overnight Courier:
Suite 4660 - Tenders and Exchanges Suite 4680
P.O. Box 2565 14 Wall Street - 8th Floor
Jersey City, New Jersey 07303-2565 New York, New York 10005
TELEPHONE: (201) 324-0137
THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED. DEFINITIONS FOR
CERTAIN TERMS USED IN THIS LETTER OF TRANSMITTAL ARE PROVIDED ON THE REVERSE
SIDE OF THIS LETTER OF TRANSMITTAL.
This Letter of Transmittal is to be completed by (i) holders of shares of
ComEd Common Stock whose shares are to be forwarded herewith or through the
book-entry procedures described under "The Exchange Offer--Procedures for
Tendering ComEd Shares" in the Prospectus and (ii) holders of shares of ComEd
Convertible Preferred Stock and/or ComEd Warrants who desire to convert such
securities into ComEd Common Stock and then tender such shares of ComEd Common
Stock pursuant to the Exchange Offer. Any such holder who submits this Letter of
Transmittal and tenders such holder's securities in accordance with the
instructions contained herein prior to any expiration of the Exchange Offer will
thereby have directed Unicom to deliver shares of Unicom Common Stock in
exchange for such holder's shares of ComEd Common Stock tendered herewith or
receivable upon the conversion of shares of ComEd Convertible Preferred Stock or
ComEd Warrants tendered herewith.
TENDERS PURSUANT TO THIS LETTER OF TRANSMITTAL ARE IRREVOCABLE.
<PAGE>
DESCRIPTION OF SECURITIES
Description of Securities to Which this Letter of Transmittal Relates/1/
- ---------------------------------------------------------------------
Aggregate Number of Number of
Please print name and Shares or Warrants Shares of ComEd
address of registered Certificate Represented by Such Common Stock
holder Number(s)/2/ Certificate(s) Tendered/3/
- --------------------- --------- ------------------- ---------------
---------------
Total Shares Tendered
---------------
- ------------------
1 If the space provided is inadequate, the Certificate Numbers and numbers of
shares or Warrants should be listed on a separate signed schedule affixed
hereto.
2 Need not be completed by holders tendering by book-entry transfer.
3 Unless otherwise indicated, the Holder will be deemed to have tendered (i)
all of the shares of ComEd Common Stock represented by tendered
certificates for ComEd Common Stock and (ii) all of the shares of ComEd
Common Stock issuable upon the conversion of shares of ComEd Convertible
Preferred Stock and/or ComEd Warrants represented by tendered certificates
for such securities, with cash in lieu of any fractional shares otherwise
issuable.
[_] CHECK HERE IF CERTIFICATES FOR ComED CONVERTIBLE PREFERRED STOCK AND/OR
ComED WARRANTS ARE LISTED ABOVE: The undersigned irrevocably directs the
Exchange Agent to tender the shares of ComEd Common Stock issuable upon the
conversion of the above-described shares of ComEd Convertible Preferred
Stock or ComEd Warrants in the Exchange Offer pursuant to this Letter of
Transmittal. YOU MUST COMPLETE THE NOTICE OF CONVERSION ON YOUR SHARES OF
ComED CONVERTIBLE PREFERRED STOCK AND/OR ComED WARRANTS. See Instruction 4.
[_] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO
THE EXCHANGE AGENT'S ACCOUNT AT THE DEPOSITORY TRUST COMPANY AND COMPLETE
THE FOLLOWING:
Name of Tendering Institution
--------------------------------------------
Account Number at The Depository Trust Company
---------------------------
Transaction Code Number
--------------------------------------------------
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
<PAGE>
Ladies and Gentlemen:
The undersigned, or the person on whose behalf this Letter of Transmittal
is signed (in either case, the "Holder"), hereby tenders to Unicom Corporation
the above-described shares of ComEd Common Stock, or the shares of ComEd Common
Stock issuable upon the conversion of the above-described shares of ComEd
Convertible Preferred Stock and/or ComEd Warrants, pursuant to the offer by
Unicom to exchange shares of Unicom Common Stock for such shares of ComEd Common
Stock upon the terms and subject to the conditions set forth in the Prospectus
dated ________, 1996 of Unicom, receipt of which is hereby acknowledged, and in
this Letter of Transmittal (which, together with said Prospectus, constitute the
"Exchange Offer").
Accordingly, subject to and effective upon acceptance for exchange of the
Tendered Shares in accordance with the terms and conditions of the Exchange
Offer, the Holder hereby exchanges, assigns and transfers to or upon the order
of Unicom all right, title and interest in and to all of the Tendered Shares and
hereby irrevocably constitutes and appoints the Exchange Agent the true and
lawful agent and attorney-in-fact of the Holder with respect to such Tendered
Shares, with full power of substitution (such power of attorney being deemed to
be an irrevocable power coupled with an interest), to (i) deliver certificates
for the Tendered Shares or transfer ownership of such Tendered Shares on the
account books maintained by The Depository Trust Company, together, in any such
case, with all accompanying evidences of transfer and authority, to Unicom upon
the receipt by the Exchange Agent, as the Holder's agent, of the consideration
therefor pursuant to the Exchange Offer, (ii) present such Tendered Shares for
registration and transfer on the books of ComEd into the name of Unicom and
(iii) receive all benefits and otherwise exercise all rights of beneficial
ownership of such Tendered Shares, all in accordance with the terms of the
Exchange Offer.
The Holder hereby represents and warrants that (i) the Holder has full
right, power and authority to tender, exchange, assign and transfer the Tendered
Shares and to acquire the shares of Unicom Common Stock issuable upon the
exchange of the Tendered Shares, (ii) upon the exchange of an equal number of
shares of Unicom Common Stock for the Tendered Shares, Unicom will acquire good
and unencumbered title to such Tendered Shares, free and clear of all liens,
restrictions, charges and encumbrances and (iii) the Tendered Shares will not be
subject to any adverse claims when the same are accepted by Unicom. The Holder
will, upon request, execute and deliver any additional documents deemed by
Unicom or the Exchange Agent to be necessary or desirable to complete the
exchange, assignment and transfer of the Tendered Shares or to transfer
ownership of such Tendered Shares.
All authority herein conferred or agreed to be conferred shall survive the
death, bankruptcy or incapacity of the Holder and every obligation of the Holder
hereunder shall be binding upon the heirs, legal representatives, successors,
assigns, executors and administrators of the Holder. THIS TENDER IS IRREVOCABLE.
The Holder understands that tenders of Tendered Shares pursuant to any one
of the procedures described in "The Exchange Offer--Procedures for Tendering
ComEd Shares" in
<PAGE>
the Prospectus and in the instructions hereto will constitute agreements between
the tendering Holder and Unicom upon the terms and subject to the conditions of
the Exchange Offer. The Holder recognizes that, under certain circumstances set
forth in the Prospectus, Unicom may not be required to accept any of the
Tendered Shares tendered for exchange hereby. Unless otherwise indicated in the
box entitled "SPECIAL EXCHANGE INSTRUCTIONS," the Holder hereby directs that the
certificates for Unicom Common Stock, and any certificates for any shares of
ComEd Common Stock not exchanged, be issued in the name of the Holder (and, in
the case of shares tendered by book-entry transfer, by credit to the account at
The Depository Trust Company). Similarly, unless otherwise indicated in the box
entitled "SPECIAL DELIVERY INSTRUCTIONS," the Holder hereby directs that the
certificates for the shares of Unicom Common Stock, and any certificates for any
shares of ComEd Common Stock not exchanged, be mailed to the person at the
address shown in the box entitled "DESCRIPTION OF SECURITIES." The Holder
recognizes that Unicom has no obligation pursuant to the "SPECIAL EXCHANGE
INSTRUCTIONS" to transfer any Tendered Shares from the name(s) of the registered
holder(s) thereof if Unicom does not accept for exchange any of the shares so
tendered.
<PAGE>
===============================================================================
HOLDER SIGN HERE
(Note: Signature(s) must be guaranteed if required by Instruction 5 or 6)
.
-----------------------------------
-----------------------------------
(Signature(s) of Holder(s))
Dated: _________, 199___
YOU MUST COMPLETE THE SUBSTITUTE FORM W-9 BELOW.
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
certificate(s) for the Tendered Shares or by person(s) authorized to become
registered holder(s) by certificates and documents transmitted herewith. If
signature is by an attorney, executor, administrator, trustee, guardian,
officer of a corporation or other person acting in a fiduciary or
representative capacity, please set forth full title and see Instruction 5.)
Authorized Signature
-----------------------
SIGNATURE(S) GUARANTEED Name and Title
IF REQUIRED -----------------------------
(SEE INSTRUCTIONS 5 AND 6) Name of Firm
-------------------------------
Address
------------------------------------
Area Code and Telephone Number
-------------
Date
---------------------------------------
===============================================================================
SPECIAL EXCHANGE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3, 5, 6 and 7) (See Instructions 3, 5, 6 and 7)
To be completed ONLY if certificates To be completed ONLY if certificates
for Unicom Common Stock or certificates for Unicom Common Stock or
for ComEd Common Stock not exchanged certificates for ComEd Common Stock
are to be issued in the name of not exchanged are to be sent to
someone other than the Holder. someone other than the Holder or to
the Holder at an address other
than that shown above.
Issue [_] certificate(s) for Unicom Mail [_] certificate(s) for Unicom
Common Stock to: Common Stock to:
[_] certificate(s) for ComEd [_] certificate(s) for ComEd
Common Stock to: Common Stock to:
- --------------------------------------- -----------------------------------
(Name--Please Print) (Name--Please Print)
- --------------------------------------- -----------------------------------
(Address) (Address)
- --------------------------------------- -----------------------------------
(Include Zip Code) (Include Zip Code)
- ---------------------------------------
(Tax Identification or
Social Security Number)
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
Please read these instructions carefully before completing
the Letter of Transmittal.
1. Definitions. In these instructions and the Letter of Transmittal, it
has been necessary to use certain short-hand references or defined terms to
refer to certain matters. These terms are defined below:
"ComEd" means Commonwealth Edison Company.
"ComEd Common Stock" means Common Stock, $12.50 par value per share of
ComEd.
"ComEd Convertible Preferred Stock" means the $1.425 Convertible Preferred
Stock without par value of ComEd.
"ComEd Warrants" means the outstanding warrants to purchase ComEd Common
Stock issued by ComEd.
"Exchange Agent" means First Chicago Trust Company of New York.
"Exchange Offer" means Unicom's offer to exchange one share of Unicom
Common Stock for each share of ComEd Common Stock tendered, as such offer is
described in Unicom's Prospectus dated ________, 1996.
"Tendered Shares" means the shares of ComEd Common Stock represented by
tendered certificates for such stock, and shares of ComEd Common Stock
issuable upon the conversion of shares of ComEd Convertible Preferred Stock
and/or ComEd Warrants represented by tendered certificates for such
securities, which, in any case, are being tendered by this Letter of
Transmittal for exchange pursuant to the Exchange Offer.
"Unicom" means Unicom Corporation.
"Unicom Common Stock" means Common Stock without par value of Unicom.
2. Delivery of Letter of Transmittal and Certificates. This Letter of
Transmittal is to be completed by holders of ComEd Common Stock, or holders of
ComEd Convertible Preferred Stock and/or ComEd Warrants who wish to convert such
securities into ComEd Common Stock and tender the ComEd Common Stock so received
(see Instruction 4), either if (i) certificates are to be forwarded herewith or
(ii) tenders are to be made pursuant to the procedure for tender by book-entry
transfer set forth under "The Exchange Offer--Procedures for Tendering ComEd
Shares" in the Prospectus. Certificates for securities, or timely confirmation
(a "Book-Entry Confirmation") of a book-entry transfer of such securities into
the Exchange Agent's account at The Depository Trust Company, as well as this
Letter of transmittal (or a facsimile thereof), properly completed and duly
executed, with any required signature guarantees (see Instructions 5 and 6), and
any other documents required by this Letter of Transmittal, must be received by
the Exchange Agent at its address set forth herein prior to the expiration of
the Exchange Offer
<PAGE>
The method of delivery of this Letter of Transmittal, the certificates
for securities transmitted hereby and all other required documents, including
delivery through The Depository Trust Company, is at the election and risk of
the tendering holder, and the delivery will be deemed made only when actually
received by the Exchange Agent. If certificates are sent by mail, registered
mail with return receipt requested, properly insured, is recommended. In all
cases, sufficient time should be allowed to ensure timely delivery.
No alternative, conditional or contingent tenders will be accepted.
Tenders of Tendered Shares pursuant to the Exchange Offer are irrevocable.
Tenders will be accepted and processed promptly following the receipt by the
Exchange Agent of a properly completed and executed Letter of Transmittal,
together with required attachments. All tendering holders, by execution of the
Letter of Transmittal, waive any rights to receive any notice of the acceptance
of their tender.
3. Partial Tenders. If a holder desires to tender less than all of
the shares of ComEd Common Stock evidenced by a submitted certificate (or less
than all of the shares of ComEd Common Stock issuable upon the conversion of
submitted certificates for ComEd Convertible Preferred Stock or ComEd Warrants),
then the tendering holder should fill in the number of shares tendered in the
column entitled "Number of Shares of ComEd Common Stock Tendered" under the
heading "DESCRIPTION OF SECURITIES." A newly issued certificate for the number
of shares of ComEd Common Stock submitted but not tendered, or received on
conversion but not tendered, will be sent to such holder, unless otherwise
provided in the appropriate box on this Letter of Transmittal, as soon as
practicable. Unless so indicated, all shares of ComEd Common Stock delivered to
the Exchange Agent, or issuable upon the conversion of shares of ComEd
Convertible Preferred Stock and/or ComEd Warrants delivered to the Exchange
Agent, will be deemed to have been tendered.
4. ComEd Convertible Preferred Stock; ComEd Warrants. Holders of
ComEd Convertible Preferred Stock and ComEd Warrants who desire to convert such
securities into ComEd Common Stock in order to participate in the Exchange Offer
may forward such securities to the Exchange Agent and direct that the shares of
ComEd Common Stock issuable in connection with such conversion be tendered. In
such cases, such holders should forward the certificates evidencing the ComEd
Convertible Preferred Stock or ComEd Warrants, with the conversion election on
the reverse side of such certificates properly completed and executed, along
with the Letter of Transmittal. Such holders should list the ComEd Convertible
Preferred Stock or ComEd Warrant certificate number(s) under "DESCRIPTION OF
SECURITIES" and the check the box below such listing directing the Exchange
Agent to tender the shares of ComEd Common Stock issuable upon conversion
pursuant to the Exchange Offer. The remainder of the Letter of Transmittal
should be completed in accordance with these instructions as if the conversion
has taken place and certificates for ComEd Common Stock (registered in the same
name(s) as the certificates for ComEd Convertible Preferred Stock or ComEd
Warrants) are being tendered.
5. Signatures on Letter of Transmittal, Instruments of Transfer and
Endorsements. If this Letter of Transmittal is signed by the registered
holder(s) of the certificate(s) transmitted hereby, the signature(s) must
correspond exactly with the name(s) as written on the face of the certificate(s)
without alteration, enlargement or any change whatsoever.
If the certificates transmitted hereby are owned of record by two or
more joint owners, all such owners must sign this Letter of Transmittal.
If any certificates for securities to be transmitted are registered in
different names, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of
certificates.
<PAGE>
If this Letter of Transmittal is signed by the registered holder(s) of the
certificates listed and transmitted hereby, no endorsement of certificates or
separate instruments of transfer are required except that, holders of
certificates for ComEd Convertible Preferred Stock and ComEd Warrants must
complete and sign the conversion election on such certificates. If, however, any
certificates for shares of Unicom Common Stock issued in the exchange or any
certificates for shares of ComEd Common Stock not exchanged, are to be issued or
delivered to a person other than the registered holder, then endorsement of
certificates transmitted hereby or separate instruments of transfer are
required. Signatures on any such certificate(s) or transfer instruments must be
guaranteed as described in Instruction 6. If this Letter of Transmittal is
signed by a person other than the registered holder(s) of the certificate(s)
listed, such certificate(s) must be endorsed or accompanied by an appropriate
instrument of transfer, in either case signed exactly as the name(s) of the
registered holder(s) appear on the certificate(s). Signatures on such
certificate(s) or transfer instruments must be guaranteed as described in
Instruction 6.
If this Letter of Transmittal or any certificate(s) or transfer instruments
are signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or any other person acting in a fiduciary or
representative capacity, such person should so indicate when signing, and proper
evidence satisfactory to Unicom of the authority of such person so to act must
be submitted. Signatures on any such certificate(s) or transfer instruments must
be guaranteed as described in Instruction 6.
6. Guarantee of Signatures. Signatures on Letters of Transmittal need not
be guaranteed, except where shares of ComEd Common Stock are tendered for
exchange by a registered holder thereof who has completed either the box
entitled "SPECIAL EXCHANGE INSTRUCTIONS" or the box entitled "SPECIAL DELIVERY
INSTRUCTIONS" on the Letter of Transmittal, or as described in the last two
paragraphs of Instruction 5. In such cases, the signature(s) must be guaranteed
by a financial institution (including most banks, savings and loan associations
and brokerage houses) that is a participant in the Security Transfer Agents
Medallion Program or the Stock Exchange Medallion Program.
7. Transfer Taxes. In order to preserve the tax free nature of the
Exchange Offer for federal income tax purposes, Unicom will not pay any transfer
taxes applicable to the exchange of shares of ComEd Common Stock tendered and
accepted pursuant to the Exchange Offer. If any such transfer taxes are
determined to be due in connection with a particular exchange, the amount of
such transfer taxes must be paid to Unicom or the Exchange Agent (or it must be
established to the satisfaction of Unicom that such taxes have been paid or need
not be paid) before the shares of Unicom Common Stock will be issued.
8. Questions as to Validity, Form, Eligibility, Etc.; Waiver of
Conditions. All questions as to the validity, form, eligibility (including time
of receipt) and acceptability of shares of ComEd Common Stock tendered hereby
will be determined by Unicom, in its sole discretion, and such determination
will be final and binding. Unicom reserves the absolute right to reject any and
all tenders (i) determined by it not to be in proper form or otherwise valid or
(ii) the acceptance of which would, in the opinion of Unicom's counsel, be
unlawful. Unicom's interpretation of the terms and conditions of the Exchange
Offer (including the Letter of Transmittal and these instructions) will also be
final and binding. Unicom reserves the absolute right to waive any defect or
irregularity in the tender of shares. Unicom and the Exchange Agent are not
under any duty to give notification of any irregularities or defects and shall
not incur any liability for failure to give any such notification. Tenders will
not be deemed to have been made until such irregularities or defects have been
waived by, or cured to the satisfaction of, Unicom. Any tender (including the
Letter of Transmittal and certificates for securities transmitted thereby) that
is not
<PAGE>
properly completed and executed, and as to which irregularities or defects are
not cured or waived, will be returned by the Exchange Agent to the tendering
holder promptly.
Subject to the limitations set forth in the Prospectus, the conditions of
the Exchange Offer may be waived by Unicom, in whole or in part, at any time or
from time to time, in Unicom's sole discretion in the case of any shares of
ComEd Common Stock tendered hereby.
9. Mutilated, Lost, Destroyed or Stolen Certificates. If any certificate
that a holder desires to transmit pursuant to the Exchange Offer has been
mutilated, lost, destroyed or stolen, the holder should promptly notify the
Exchange Agent of such fact in writing or call (201) 324-0137. The holder will
then be directed as to the steps that must be taken in order to replace the
certificate. The Letter of Transmittal and related documents cannot be processed
until the procedures for replacing mutilated, lost, destroyed or stolen
certificate(s) have been followed.
10. Requests for Additional Copies. Questions and requests for additional
copies of the Prospectus and the Letter of Transmittal should be directed to the
Exchange Agent or to Unicom at the applicable address and telephone number set
forth in the Prospectus under the caption "The Exchange Offer--Assistance."
11. Substitute Form W-9. Under the federal income tax laws, Unicom may be
required to withhold 31% of the amount of any payments made to certain holders
with respect to the shares of Unicom Common Stock. In order to avoid such backup
withholding, each tendering holder, and, if applicable, each other payee, must
provide such holder's or payee's correct taxpayer identification number and
certify that such holder or payee is not subject to such backup withholding by
completing the Substitute Form W-9 set forth below. In general, if a holder or
payee is an individual, the taxpayer identification number is the Social
Security number of such individual. If Unicom is not provided with the correct
taxpayer identification numbers, the holder or payee may be subject to a $50
penalty imposed by the Internal Revenue Service. Certain holders or payees
(including, among others, all corporations and certain foreign individual(s))
are not subject to these backup withholding and reporting requirements. In order
to satisfy Unicom that a foreign individual qualifies as an exempt recipient,
such holder or payee must submit a statement, signed under penalties of perjury,
attesting to that individual's exempt status. Such statements can be obtained
from the Exchange Agent. For further information concerning backup withholding
and instructions for completing the Substitute Form W-9 (including how to obtain
a taxpayer identification number if you do not have one and how to complete the
Substitute Form W-9 if Tendered Shares are held in more than one name), consult
the enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
<PAGE>
SUBSTITUTE FORM W-9
REQUEST FOR TAXPAYER IDENTIFICATION NUMBER AND CERTIFICATION
PAYER'S NAME: FIRST CHICAGO TRUST COMPANY OF NEW YORK
- -------------------------------------------------------------------------------
PAYEE INFORMATION
(Please print or type)
Individual or business name (if joint account, list first and circle the name of
person or entity whose number you furnish in Part I below):
- -------------------------------------------------------------------------------
Check appropriate box: [_] Individual/Sole proprietor [_] Corporation
[_] Partnership [_] Other
----------------
- -------------------------------------------------------------------------------
Address (number, street, and apt. or suite no.):
-------------------------------
- -------------------------------------------------------------------------------
City, state, and ZIP code:
----------------------------------------------------
- -------------------------------------------------------------------------------
PART I TAXPAYER IDENTIFICATION NUMBER ("TIN")
Enter your TIN below. For individuals, this is your social security number. For
other entities, it is your employer identification number. Refer to the chart on
page 1 of the Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 (the "Guidelines") for further clarification. If you do not
have a TIN, see instructions on how to obtain a TIN on page 2 of the Guidelines,
check the appropriate box below indicating that you have applied for a TIN and,
in addition to the Part III Certification, sign the attached Certification of
Awaiting Taxpayer Identification Number.
Social Security Number: Employer Identification Number: Applied For
[_][_][_]-[_][_]-[_][_][_][_] [_][_]-[_][_][_][_][_][_][_] [_]
- -------------------------------------------------------------------------------
PART II PAYEES EXEMPT FROM BACKUP WITHHOLDING
Check box (See page 2 of the Guidelines for further clarification. Even if you
are exempt from backup withholding, you should still complete and sign the
certification below):
[_] EXEMPT
- -------------------------------------------------------------------------------
PART III CERTIFICATION
Certification Instructions: You must cross out Item 2 below if you have been
notified by the Internal Revenue Service (the "IRS") that you are currently
subject to backup withholding because of under reporting interest or dividends
on your tax return (See page 2 of the Guidelines for further clarification).
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number
(or I am waiting for a number to be issued to me), and
2. I am not subject to backup withholding because : (a) I am exempt from
backup withholding, or (b) I have not been notified by the IRS that I am
subject to backup withholding as a result of a failure to report all
interest or dividends, or (c) the IRS has notified me that I am no longer
subject to backup withholding.
Signature Date
-------------------------------------- ------------------
- -------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT
IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENT MADE TO YOU WITH RESPECT TO THE
UNICOM COMMON STOCK. PLEASE REVIEW THE ENCLOSED "GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9" FOR
ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATION IF YOU CHECKED THE BOX
"APPLIED FOR" IN PART I OF SUBSTITUTE FORM W-9
- -------------------------------------------------------------------------------
CERTIFICATION OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify, under penalties of perjury, that a TIN has not been issued to me,
and either (a) I have mailed or delivered an application to receive a TIN to the
appropriate IRS Center or Social Security Administration Office, or (b) I intend
to mail or deliver an application in the near future. I understand that I must
provide a TIN to the payer within 60 days of submitting this Substitute Form W-9
and that if I do not provide a TIN to the payer within 60 days, the payer is
required to withhold 31% of all reportable payments thereafter to me until I
furnish the payer with a TIN.
Signature Date
-------------------------------------- ------------------
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