<PAGE>
As filed with the Securities and Exchange Commission on November 6, 1997
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
---------------------
UNICOM CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Illinois 36-3961038
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
10 South Dearborn Street -- 37th Floor
P.O. Box A-3005
Chicago, Illinois 60690-3005
(Address of Principal Executive Offices) (Zip code)
Unicom Corporation
Management Deferred Compensation Plan
(Full Title of Plan)
---------------------
John C. Bukovski
Senior Vice President
Unicom Corporation
10 South Dearborn Street -- 37th Floor
P.O. Box A-3005
Chicago, Illinois 60690-3005
(Name and Address of Agent for Service)
(312) 394-7399
(Telephone Number, Including Area Code, of Agent for Service)
Copy to:
Richard W. Astle
Sidley & Austin
One First National Plaza
Chicago, Illinois 60603
(312) 853-7000
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of Securities Amount to be Maximum Offering Maximum Aggregate Amount of
to be Registered (1) Registered Price Per Share (2) Offering Price (2) Registration Fee
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Unicom Corporation Manage- $20,000,000 100% $20,000,000 $6,061
ment Deferred Compensation
Plan Obligations
========================================================================================================================
</TABLE>
(1) The Unicom Corporation Management Deferred Compensation Plan Obligations
are unsecured obligations of Unicom Corporation to pay deferred
compensation in the future in accordance with the terms of the Unicom
Corporation Management Deferred Compensation Plan.
(2) Estimated solely for the purpose of calculating the registration fee.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents heretofore filed by Unicom Corporation (the
"Registrant") with the Securities and Exchange Commission (File No. 1-11375) are
incorporated herein by reference:
(a) Annual Report on Form 10-K for the year ended December 31, 1996.
(b) Quarterly Reports on Form 10-Q for the quarterly periods ended
March 31, 1997 and June 30, 1997.
(c) Current Reports on Form 8-K of the Registrant dated January 29,
1997, January 31, 1997, May 30, 1997, and October 9, 1997.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended, after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the respective dates of filing of such documents (such documents,
and the documents enumerated above, being hereinafter referred to as
"Incorporated Documents").
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
The Unicom Corporation Management Deferred Compensation Plan Obligations
("Obligations") are general unsecured obligations of the Registrant to pay
deferred compensation in the future in accordance with the terms of the Unicom
Corporation Management Deferred Compensation Plan (the "Plan") from the general
assets of the Registrant, and rank pari passu with other unsecured and
unsubordinated indebtedness of the Registrant from time to time outstanding.
The Obligations are not subject to redemption, in whole or in part, prior
to the termination, retirement or death of the Participant. However, the
Registrant reserves the right to amend or terminate the Plan at any time, except
that no such amendment or termination shall adversely affect a Participant's
right to Obligations in the amount of the Participant's account as of the date
of such amendment or termination.
The Obligations are not convertible into another security of the
Registrant. The Obligations will not have the benefit of a negative pledge or
any other affirmative or negative covenant on the part of the Registrant. No
trustee has been appointed having the authority to take action with respect to
the Obligations and each Participant will be responsible for acting
independently with respect to, among other things, the giving of notices,
responding to any requests for consents, waivers or amendments pertaining to the
Obligations, enforcing covenants and taking action upon a default.
II-1
<PAGE>
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Certain provisions of the Illinois Business Corporation Act of 1983, as
amended (the "BCA"), provide that the Registrant may, and in some circumstances
must, indemnify the directors and officers of the Registrant and of each
subsidiary company against liabilities and expenses incurred by 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. The Registrant's
Articles of Incorporation and By-Laws provide that the Registrant will indemnify
its directors and officers, and may indemnify any person serving as director or
officer of another business entity at the Registrant's request, to the extent
permitted by the statute. In addition, the Registrant's Articles of
Incorporation provide, as permitted by the 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 the Registrant or
its shareholders, (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.
The Registrant maintains liability insurance policies which indemnify the
Registrant's directors and officers, the directors and officers of subsidiaries
of the Registrant, and the trustees of the Commonwealth Edison Company Service
Annuity Fund and the Commonwealth Edison Company of Indiana, Inc. Service
Annuity Fund, 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.
The Registrant indemnifies assistant officers and other employees against
liabilities and expenses incurred by reason of acts performed in connection with
the operations of the various employee benefit systems of the Registrant and its
subsidiaries.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits accompanying this Registration Statement are listed on
the accompanying Exhibit Index.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
II-2
<PAGE>
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Securities and Exchange Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Securities and Exchange Commission by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes 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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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.
(c) 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 foregoing provisions, 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 Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-3
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Chicago, State of Illinois, on this 6th day of
November, 1997.
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 by the following persons in the
capacities indicated on this 6th day of November, 1997.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
James J. O'Connor
- --------------------------------------------------- Chairman and Chief Executive Officer and Director
James J. O'Connor (principal executive officer)
John C. Bukovski
- --------------------------------------------------- Senior Vice President
John C. Bukovski (principal financial officer)
Robert E. Berdelle
- --------------------------------------------------- Comptroller
Robert E. Berdelle (principal accounting officer)
*
- --------------------------------------------------- Director
Edward A. Brennan
*
- --------------------------------------------------- Director
James W. Compton
*
- --------------------------------------------------- Director
Bruce DeMars
*
- --------------------------------------------------- Director
Sue L. Gin
*
- --------------------------------------------------- Director
Donald P. Jacobs
*
- --------------------------------------------------- Director
Edgar D. Jannotta
*
- --------------------------------------------------- Director
George E. Johnson
- --------------------------------------------------- President and Director
Samuel K. Skinner
*By: David A. Scholz
----------------------------------------------
David A. Scholz, Attorney-in-fact
</TABLE>
II-4
<PAGE>
INDEX TO EXHIBITS TO REGISTRATION STATEMENT
-------------------------------------------
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
- -------- -----------------------
<C> <S>
(4)-1 Articles of Incorporation of the Registrant (File No. 1-11375, Form 10-K for the year ended
December 31, 1994, Exhibit (3)-1, which is incorporated herein by reference).
(4)-2 By-Laws of the Registrant (File No. 1-11375, Form 10-K for the year ended December 31,
1996, Exhibit (3)-3, which is incorporated herein by reference).
* (4)-3 Unicom Corporation Management Deferred Compensation Plan.
* (5) Opinion regarding legality of securities being registered.
*(23) Consent of Arthur Andersen LLP.
*(24) Powers of Attorney.
</TABLE>
- --------------------
*Filed herewith.
<PAGE>
Exhibit (4)-3
Unicom
Corporation
Form S-8
File No. 333-
UNICOM CORPORATION
MANAGEMENT DEFERRED COMPENSATION PLAN
-------------------------------------
1. Purpose. The purpose of this Unicom Corporation Management Deferred
Compensation Plan (the "Plan") is to provide to certain key employees of Unicom
Corporation ("Unicom") and participating affiliates the opportunity to defer the
receipt of a portion of their salaries and up to all the cash portion of their
annual awards, if any, payable pursuant to the Unicom Corporation Long-Term
Incentive Plan (the "Incentive Plan").
2. Eligibility. Any employee of Unicom or its affiliates who on the
applicable election due date described in Section 3(b) is a participant in the
Incentive Plan and who is one of the following: (A) an officer of Unicom or any
affiliate (including, but not limited to, Commonwealth Edison Company) or (B)
included on the "Executive" payroll of his or her employer and in either case is
designated as eligible by the Chief Executive Officer of Unicom shall be
eligible to participate in this Plan. For purposes of the preceding sentence,
the classification of an employee shall be based upon classifications used by
Unicom or Commonwealth Edison Company, or if a participant's employer maintains
a system of pay classification different from that described above, upon a
classification determined by such employer and Unicom to be comparable to the
above-described eligible classifications.
3. Participants; Deferral Elections.
(a) Participants. Any eligible employee may become a participant in
this Plan by making an election pursuant to Section 3(b).
(b) Timing of Elections. On or before the election due date set forth
below, while this Plan is in effect, a participant may elect (i) to defer the
receipt of up to 50% of the regular payment of the participant's salary, and
(ii) to defer the receipt of all or a portion of the cash portion of any annual
incentive award under the Incentive Plan. The election due date shall be (i) for
salary payable in 1997, February 28, 1997, (ii) for salary earned and payable in
subsequent years, December 1 of the preceding year, (iii) for annual awards
payable in a year, September 30 of the preceding year and (iv) for an
<PAGE>
individual who first becomes an eligible employee after an applicable election
due date, the 30th day after the date on which such individual is notified of
his or her eligibility, provided that any election to defer salary made after
December 1 of the preceding year shall be applicable only to salary earned pay
made after the effective date of such election. An election under this Section
3(b) with respect to salary once made shall remain effective for subsequent
years unless the participant changes or revokes such election for a year on or
before December 1 of the preceding year. If a participant ceases to be eligible
to participate in the Plan because he or she is no longer in a category
described in Section 2(a) as of the first day of a year, any prior elections
under this Section 3(b) shall cease to be effective for salary or bonus earned
in subsequent years. For purposes of this Section 3(b), a participant's salary
shall for 1997 include amounts paid during 1997 in respect of any Deferred
Compensation Units credited to the participant for such year.
(c) Effect of Elections. An election made pursuant to Section 3(b)
shall provide that amount subject to such election shall not be paid to the
participant together with the current payment of the participant's salary or at
the time provided pursuant to the Incentive Plan, as the case may be, but
instead shall be paid after adjustments representing investment performance to
or on behalf of the participant at the time and in the manner set forth in
Section 6 below.
4. Deferred Compensation Accounts. Unicom (or in the case of a participant
employed by an affiliate of Unicom, such affiliate) shall establish on its books
an account (a "Deferred Compensation Account") on behalf of each participant who
has made a deferral election pursuant to Section 3(b). Each Deferred
Compensation Account shall be divided into a separate subaccount with respect to
each earnings election made by the participant pursuant to Section 5 below. Each
subaccount shall be credited with the amount deferred for a year pursuant to
Section 3(b). Each subaccount shall also be credited with the amount ("earnings
equivalents") equal to the rate of return or loss, as the case may be,
attributable to earnings election represented by such subaccount. Deferred
Compensation Accounts and the respective subaccounts shall be for bookkeeping
purposes only, and neither Unicom nor any of its affiliates shall be obligated
to set aside or segregate any assets in respect of such accounts.
5. Earnings Elections. The Committee, as defined in Section 10, shall from
time to time designate two or more investment benchmarks, the rates of return or
loss of which, based upon a participant's earnings election shall be used to
determine the rate of return or loss to be credited to the subaccounts
established within the participant's Deferred
-2-
<PAGE>
Compensation Account pursuant to Section 4. A participant's initial earnings
election shall be made at the same time as the participant's initial deferral
election pursuant to Section 3(b), and shall specify the percentages of the
amounts credited to the participant's Deferred Compensation Account allocated to
the subaccounts with respect to each investment benchmark selection of the
participant in increments of 5% (or multiples thereof). Thereafter, a
participant may change his or her earnings election as of the first day of each
calendar quarter by delivering to the participant's employer, at such time as
may be specified by the Committee, a revised earnings election. A revised
earnings election may apply to the then balance of the participant's Deferred
Compensation Account, to the future amounts to be credited thereto on account of
the participant's deferral election pursuant to Section 3(b) or both.
6. Distribution. Distribution of the balance of a participant's Deferred
Compensation Account shall be made at the time and in the manner specified
below.
(a) Retirement or Disability. If a participant's employment terminates
under circumstances entitling the participant to a normal or early retirement
pension under the Commonwealth Edison Company Service Annuity System or on
account of the participant's "disability" as defined therein, the balance of the
participant's Deferred Compensation Account shall be distributed to the
participant in substantially equal installments, payable on or about the first
day of each calendar quarter coinciding with or next following the date the
participant's employment terminates and continuing for fifteen years, provided
that the last installment shall be equal to the then remaining balance of the
participant's Deferred Compensation Account. Notwithstanding the foregoing, a
participant entitled to distribution under this Section 6(a) may elect to have
such installments payable over ten years or five years, or to have the balance
of his or her Deferred Compensation Account distributed in a single lump sum as
of the first day of the calendar quarter coinciding with or next following the
date the participant's employment terminates, provided that such election is
made at least one year prior to the date the participant's employment terminates
and provided further that the balance of the participant's Deferred Compensation
Account at the time of distribution is at least $25,000.
(b) Distributions in the Event of Death. If a participant's
employment is terminated on account of the participant's death, the balance of
the participant's Deferred Compensation Account shall be distributed to the
participant's beneficiary determined pursuant to Section 7 in a single lump sum
as soon as is practicable following the end of the first calendar
-3-
<PAGE>
quarter coinciding with or next following the participant's death. If a
participant dies after installment distributions have begun pursuant to Section
6(a), such installment distributions shall continue to the participant's
beneficiary determined pursuant to Section 7.
(c) Other Distributions. If a participant's employment shall terminate
for any reason other than those described in Sections 6(a) and (b), the balance
of the participant's Deferred Compensation Account shall be distributed to the
participant in a lump sum as soon as is practicable after the last day of the
calendar quarter coinciding with or next following such termination of
employment.
(d) The amount of any distribution pursuant to this Section 6 shall be
reduced by any amount required by law to be deducted or withheld, including
income tax withholding.
7. Beneficiaries. If a participant shall die while any amount remains
credited to the participant's Deferred Compensation Account, such amount shall
be distributed as provided in Section 6 to the beneficiary or beneficiaries as
the participant may, from time to time, designate in writing delivered to the
Committee. A participant may revoke or change his or her beneficiary designation
at any time in writing delivered to the Committee. If a participant does not
designate a beneficiary under this Plan, or if no designated beneficiary
survives the participant, the balance of the participant's Deferred Compensation
Account shall be distributed to the person or persons entitled to his account
under Section 7.6 of the Commonwealth Edison Employee Savings and Investment
Plan (or who would be so entitled if there were then an account on behalf of the
participant under such plan).
8. Amendment and Termination. This Plan may be amended or terminated at
any time by the Board of Directors of Unicom (or a duly authorized committee
thereof), except that no such amendment or termination shall reduce or otherwise
adversely affect the rights of participants in respect of amounts credited to
their Deferred Compensation Accounts as of the date of such amendment or
termination.
9. Application of ERISA. (a) Plan Not Funded. This Plan is intended to be
an unfunded plan maintained primarily for the purpose of providing deferred
compensation to a select group of management or highly compensated employees
within the meaning of sections 201(2), 301(a)(3) and 401(a)(1) of the Employee
Retirement Income Security Act of 1974, as amended, and Department of Labor
Regulation (S) 2520.104-23. This Plan shall not be a funded plan, and neither
Unicom Corporation nor any of
-4-
<PAGE>
its affiliates shall be under any obligation to set aside any funds for the
purpose of making payments under this Plan. Any payments hereunder shall be
made out of the general assets of Unicom and its affiliates.
(b) Trust. Unicom shall establish a trust subject to sections 671,
et. seq., of the Internal Revenue Code of 1986, as amended, to hold assets for
the purposes of satisfying the obligations of Unicom and its affiliates under
this Plan. Neither the establishment of, or the contribution of assets to, any
such trust shall relieve Unicom or its affiliates hereunder, but such
liabilities shall be reduced to the extent of any assets paid by such trust to a
participant.
10. Administration. The Corporate Governance and Compensation Committee
of the Board of Directors of Unicom (the "Committee") shall be charged with the
administration of this Plan. Such Committee shall have the same powers and
duties, and shall be subject to the same limitations, as described in the
Incentive Plan.
11. Nonassignment of Benefits. It shall be a condition of the payment of
benefits under this Plan that neither such benefits nor any portion thereof
shall be assigned, alienated or transferred to any person voluntarily or by
operation of any law, including any assignment, division or awarding of property
under state domestic relations law (including community property law). If any
person shall endeavor or purport to make any such assignment, alienation or
transfer, the amount otherwise provided hereunder which is the subject of such
assignment, alienation or transfer shall cease to be payable to any person.
12. No Guaranty of Employment. Nothing contained in this Plan shall be
construed as a contract of employment between any employer and any employee or
as conferring a right on any employee to be continued in the employment of any
employer.
13. Adoption By Affiliates. Any corporation which is affiliated with
Unicom may, with the consent of Unicom, adopt this Plan in respect of its
eligible employees by delivery to Unicom of a resolution of its board of
directors or fully authorized Committee to such effect, which resolution shall
specify the first calendar year for which this Plan shall be effective in
respect of the eligible employees of such affiliate.
14. Miscellaneous. (a) FICA Taxes. Notwithstanding Section 3, all
federal and state income taxes and the tax imposed by section 3121 of the Code
with respect to any amount deferred pursuant to the Plan shall be withheld and
contributed from the
-5-
<PAGE>
portion of the participant's salary not deferred pursuant to this Plan at the
time and in the manner prescribed by law.
(b) Successors and Assigns. The provisions of this Plan shall bind
and inure to the benefit of each employer and its successors and assigns, as
well as each participant and his or her beneficiaries and successors.
IN WITNESS WHEREOF, Unicom Corporation has caused this instrument to be
executed in its name to be hereunder affixed on this 2nd day of July, 1997.
UNICOM CORPORATION
By: _________________________
Title: ______________________
ATTEST:
______________________________
Title: ______________________
-6-
<PAGE>
Exhibit (5)
Unicom Corporation
Form S-8
File No. 333-
Sidley & Austin
One First National Plaza
Chicago, Illinois 60603
November 5, 1997
Unicom Corporation
One First National Plaza
Chicago, Illinois 60603
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8 (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
$20,000,000 aggregate amount of Unicom Corporation Management Deferred
Compensation Plan Obligations (the "Obligations"). The Obligations are unsecured
obligations of the Company to pay deferred compensation in the future in
accordance with the terms of the Unicom Corporation Management Deferred
Compensation Plan (the "Plan").
We are familiar with the Plan and have examined such records,
documents and questions of law, and satisfied ourselves as to such matters of
fact, as we have considered relevant and necessary as a basis for this opinion.
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. The Plan has been duly and validly authorized and adopted, and the
Obligations being registered hereunder that may be issued to the
participants in such Plan, when issued or sold in accordance with the Plan,
will be valid and binding obligations of the Company, enforceable against
the Company in accordance with their terms, except as enforcement thereof
may be limited by bankruptcy, insolvency or other laws of general
<PAGE>
Unicom Corporation
November 5, 1997
Page 2
applicability relating to or affecting enforcement of creditors' rights or
by general principles of equity.
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 Obligations.
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
<PAGE>
Exhibit (23)
Unicom Corporation
Form S-8
File No. 333-
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Form S-8 Registration Statement of our reports dated
January 31, 1997, included or incorporated by reference in Unicom Corporation's
Annual Report on Form 10-K for the year ended December 31, 1996, our report
dated May 9, 1997 included in Unicom Corporation's Quarterly Report on Form 10-Q
for the quarterly period ended March 31, 1997, our report dated August 8, 1997
included in Unicom Corporation's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1997 and our report dated January 31, 1997 included in
Unicom Corporation's Current Report on Form 8-K dated January 31, 1997. We also
hereby consent to all references to our Firm included in this Form S-8
Registration Statement.
ARTHUR ANDERSEN LLP
Chicago, Illinois
November 6, 1997
<PAGE>
Exhibit (24)
Unicom Corporation
Form S-8
File No. 333-
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, LEO F.
MULLIN, 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 under the Securities Act of 1933
relating to the registration of interests in the Unicom Corporation Management
Deferred Compensation Plan 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 28th day of May,
1997.
Edward A. Brennan
------------------------
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
I, Mary L. Kwilos, a Notary Public in and for said County, in the State
aforesaid, DO HEREBY CERTIFY that EDWARD A. BRENNAN, 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 28th day of May, 1997.
Mary L. Kwilos
------------------------
Mary L. Kwilos
Notary Public
<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, LEO F.
MULLIN, 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 under the Securities Act of 1933
relating to the registration of interests in the Unicom Corporation Management
Deferred Compensation Plan 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 29th day of May,
1997.
James W. Compton
------------------------
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
I, Mary L. Kwilos, 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 29th day of May, 1997.
Mary L. Kwilos
------------------------
Mary L. Kwilos
Notary Public
<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, LEO F.
MULLIN, 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 under the Securities Act of 1933
relating to the registration of interests in the Unicom Corporation Management
Deferred Compensation Plan 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 28th day of May,
1997.
Bruce DeMars
-------------------------------
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
I, Mary L. Kwilos, a Notary Public in and for said County, in the State
aforesaid, DO HEREBY CERTIFY that BRUCE DEMARS, 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 28th day of May, 1997.
Mary L. Kwilos
-------------------------------
Mary L. Kwilos
Notary Public
<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, LEO F.
MULLIN, 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 under the Securities Act of 1933
relating to the registration of interests in the Unicom Corporation Management
Deferred Compensation Plan 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 29th day of May,
1997.
Sue L. Gin
-------------------------------
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
I, Mary L. Kwilos, 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 29th day of May, 1997.
Mary L. Kwilos
-------------------------------
Mary L. Kwilos
Notary Public
<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, LEO F.
MULLIN, 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 under the Securities Act of 1933
relating to the registration of interests in the Unicom Corporation Management
Deferred Compensation Plan 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 29th day of May,
1997.
Donald P. Jacobs
-------------------------------
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
I, Mary L. Kwilos, a Notary Public in and for said County, in the State
aforesaid, DO HEREBY CERTIFY that DONALD P. JACOBS, personally known to me to be
the same person whose name is subscribed to the foregoing instrument, appeared
before me this day in person, and acknowledged that he signed and delivered said
instrument as his free and voluntary act, for the uses and purposes therein set
forth.
GIVEN under my hand and the notarial seal this 29th day of May, 1997.
Mary L. Kwilos
-------------------------------
Mary L. Kwilos
Notary Public
<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, LEO F.MULLIN,
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 under the Securities Act of 1933
relating to the registration of interests in the Unicom Corporation Management
Deferred Compensation Plan 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 29th day of May,
1997.
Edgar D. Jannotta
-------------------------------
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
I, Mary L. Kwilos, 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 29th day of May, 1997.
Mary L. Kwilos
-------------------------------
Mary L. Kwilos
Notary Public
<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, LEO F.
MULLIN, 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 under the Securities Act of 1933
relating to the registration of interests in the Unicom Corporation Management
Deferred Compensation Plan 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 29th day of May,
1997.
George E. Johnson
-------------------------------
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
I, Mary L. Kwilos, 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 29th day of May, 1997.
Mary L. Kwilos
-------------------------------
Mary L. Kwilos
Notary Public
