<PAGE>
As filed with the Securities and Exchange Commission
on May 9, 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)
37th Floor, 10 South Dearborn Street
P.O. Box A-3005
Chicago, Illinois 60690-3005
(Address of Principal Executive Offices) (Zip code)
Commonwealth Edison
Employee Savings and Investment Plan
(Full Title of Plan)
___________________________
John C. Bukovski
Vice President
Unicom Corporation
37th Floor, 10 South Dearborn Street
P.O. Box A-3005
Chicago, Illinois 60690-3005
(312) 394-4321
(Name and Address 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>
Common Shares, 1,000,000 shares $23.625 $23,625,000 $7,160
without par value
=========================================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
(2) Estimated solely for the purpose of calculating the registration fee and,
pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933,
based upon the average of the high and low sale prices of the common
shares, without par value, of Unicom Corporation on the New York Stock
Exchange on May 7, 1997.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed with the Securities
and Exchange Commission are incorporated herein by reference:
(a) Annual Report on Form 10-K of the Registrant for the year
ended December 31, 1996.
(b) Annual Report on Form 11-K of the Plan for the year ended
December 31, 1995.
(c) Current Reports on Form 8-K of the Registrant dated
January 29, 1997 and January 31, 1997, respectively.
(d) The description of the Registrant's common stock, without par
value (the "Common Stock"), which is contained in the registration
statement on Form 8-B filed under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), including any subsequent amendment or
any report filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act and all documents filed by the employee
benefit plan described herein pursuant to Section 15(d) of the Exchange Act,
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").
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
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
II-1
<PAGE>
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.
The Registrant will submit or has submitted the employee benefit
plan described herein and any amendments thereto to the Internal Revenue Service
(the "IRS") in a timely manner and has made or will make all changes required by
the IRS in order to qualify the Plan.
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
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;
II-2
<PAGE>
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
9th day of May, 1997.
UNICOM CORPORATION
By: /s/ 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 9th day of May, 1997.
Signature Title
--------- -----
/s/ James J. O'Connor Chairman and Chief Executive Officer
---------------------------------- and Director
James J. O'Connor (principal executive officer)
/s/ John C. Bukovski Vice President
---------------------------------- (principal financial officer)
John C. Bukovski
/s/ Roger F. Kovack Comptroller
---------------------------------- (principal accounting officer)
Roger F. Kovack
* Director
----------------------------------
Jean Allard
* 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
* Director
----------------------------------
Edward A. Mason
* Vice Chairman and Director
----------------------------------
Leo F. Mullin
* Director
----------------------------------
Frank A. Olson
* President and Director
----------------------------------
Samuel K. Skinner
*By: /s/ David A. Scholz
----------------------------------
David A. Scholz, Attorney-in-fact
II-4
<PAGE>
THE PLAN. Pursuant to the requirements of the Securities Act of
1933, the Committee administering the Commonwealth Edison Employee Savings and
Investment Plan 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 9th day of May, 1997.
COMMONWEALTH EDISON EMPLOYEE
SAVINGS AND INVESTMENT PLAN
By: /s/ John C. Bukovski
---------------------------
John C. Bukovski
Member of the Committee
II-5
<PAGE>
INDEX TO EXHIBITS TO REGISTRATION STATEMENT
-------------------------------------------
Exhibit
Number Description of Document
- ------- -----------------------
(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 Commonwealth Edison Employee Savings and Investment Plan (as
amended and restated as of January 1, 1995) and Amendment dated
May 22, 1996 thereto (File No. 333-10613, Form S-8 Registration
Statement, Exhibit (4)-3), which is incorporated herein by
reference.
*(4)-4 Amendment dated September 12, 1996 to Commonwealth Edison
Employee Savings and Investment Plan (as amended and restated as
of January 1, 1995).
*(23) Consent of Arthur Andersen LLP.
*(24) Powers of Attorney.
- --------------------
*Filed herewith.
<PAGE>
Exhibit (4)-4
Commonwealth Edison Company Unicom Corporation
--------------------------- Form S-8
File No. 333-
Board of Directors
------------------
September 12, 1996
------------------
Amendment Number 3 to Commonwealth Edison
Employee Savings and Investment Plan
------------------------------------
WHEREAS, Commonwealth Edison Company, an Illinois corporation (the
"Company"), has adopted and maintains a profit sharing plan with a qualified
cash or deferred arrangement for the benefit of its employees titled
"Commonwealth Edison Employee Savings and Investment Plan" (the "Plan") which
has been amended and restated effective as of January 1, 1995; and
WHEREAS, the Company desires to amend the Plan in certain respects.
NOW, THEREFORE, be it
RESOLVED, that pursuant to the power of amendment contained in Section
16.1 of the Plan, the Plan is hereby amended as follows:
1. Effective January 1, 1995, the Plan shall be amended as follows:
<PAGE>
a. Article 2 of the Plan is hereby amended by deleting the word
"management" that appears in the first sentence of clause (10) thereof and
inserting in lieu thereof the word "salaried".
b. Article 2 of the Plan is hereby further amended by deleting item
(iv) of clause (13) thereof and inserting in lieu thereof the following new item
(iv):
(iv) an Employee engaged by an Employer on a separate contract basis
who is not on the payroll of any Employer.
c. Section 3.1 of the Plan is hereby amended by deleting the words
"on the management or executive payroll" that appear in the second sentence
contained therein and inserting in lieu thereof the words "a salaried employee".
d. Section 3.2 of the Plan is hereby amended by deleting the words
"on the management or executive payroll" that appear in the penultimate sentence
thereof and inserting in lieu thereof the words "a salaried employee".
e. Section 4.1(a) of the Plan is hereby amended by deleting clause
(b) of the third paragraph contained therein and inserting in lieu thereof the
following new clause (b):
-2-
<PAGE>
(b) such Participant shall not again be eligible to elect such
contributions until the first payroll period that coincides with or
follows the date on which contributions ceased by 12 months;
f. Section 8.1(a) of the Plan is hereby amended by inserting the
following new paragraph at the end thereof:
If a Participant receives a hardship withdrawal pursuant to
this Section 8.1(a), then, in addition to the cessation of Before-Tax
Contributions and After-Tax Contributions required by Section 4.1(a),
contributions by the Participant to qualified or nonqualified plans of
deferred compensation, including a stock option, stock purchase or
similar plan, maintained by an Employer also shall cease beginning
with the first payroll period beginning after the date on which the
Participant receives such hardship withdrawal and continuing until the
first payroll period that coincides with or follows the date on which
contributions ceased by 12 months.
g. Paragraph (e) of Section 8.3 of the Plan is hereby deleted and
paragraph (f) of Section 8.3 is redesignated paragraph (e).
h. Section 8.4 of the Plan is hereby amended (a) by deleting the
words "Subject to Section 8.3(e), a" that appear in the first sentence thereof
and inserting in lieu thereof the word "A" and (b) by deleting the phrase
"within 60 days following the end of the Plan Year in which the Participant
attains age 70-1/2" contained in subparagraph (2) thereof and inserting in lieu
thereof the phrase "as
-3-
<PAGE>
soon as practicable after the Participant's attainment of age 70-1/2".
i. Section 8.4 of the Plan is hereby further amended by adding the
following new paragraph immediately after paragraph (5) contained therein:
(6) Distribution of Rollover Account After Termination Date. A
Participant who has terminated employment or the Beneficiary of such
Participant, as the case may be, may elect in writing prior to the
time his or her vested account balance is distributed under this
Section 8.4 to have distribution of the balance of his or her Rollover
Account commence at such prior time as the Participant or Beneficiary
shall elect, provided that, while any loan to the Participant under
Section 8.2 remains outstanding, such distribution shall be made only
to the extent that the balance of such Participant's vested account
balance remaining after such distribution will equal or exceed the
balance of all outstanding loans to the Participant.
j. Section 10.1 of the Plan is hereby amended by deleting the words
"on the management or executive payroll" contained therein and inserting in lieu
thereof the words "a salaried employee".
k. Sections 10.2(a) and 10.2(b) of the Plan are hereby amended by
deleting the words "on the management or executive payroll" wherever they appear
therein and inserting in lieu thereof the words "a salaried employee".
-4-
<PAGE>
l. Section 10.5 of the Plan is hereby amended by adding the
following new sentence at the beginning thereof:
A leased employee (within the meaning of section 414(n)(2) of the
Code) shall not be eligible to participate in the Plan.
2. Effective November 13, 1995 for salaried employees and hourly
employees of Cotter Corporation, and December 25, 1995 for hourly employees of
the Company and Commonwealth Edison Company of Indiana, Inc., the Plan shall be
amended as follows:
a. Section 4.3 of the Plan is hereby amended to read as follows:
Section 4.3. Employer Matching Contributions. Subject to the
limitations set forth in Sections 4.4 (relating to limitations on
contributions for highly compensated Eligible Employees), 4.5
(relating to the limitations on Employer contributions) and 7.4
(relating to limitations on allocations imposed by section 415 of the
Code) and except as provided in the following sentence, each Employer
shall contribute for each payroll period on behalf of each Participant
who is an Employee of such Employer, an amount equal to the sum of
(x), (y) and (z), where (x) is 100 percent of Matched Contributions,
as hereafter defined, but only to the extent that Matched
Contributions do not exceed 2 percent of the Participant's
Compensation for the payroll period, (y) is 70 percent of Matched
Contributions in excess of 2 percent of the Participant's Compensation
but not in excess of 5 percent of the Participant's Compensation for
the payroll period,
-5-
<PAGE>
and (z) is 25 percent of Matched Contributions in excess of 5 percent
of the Participant's Compensation but not in excess of 6 percent of
the Participant's Compensation for the payroll period. Notwithstanding
the preceding sentence, no Employer shall make a contribution pursuant
to this Section 4.3 on behalf of any Participant who is a "part-time
regular employee" as defined in an Agreement dated July 23, 1993
between ComEd and the System Council U-25, I.B.E.W., unless such
Participant had in effect on July 23, 1993 an authorization to make
contributions under the Plan as then in effect and elected pursuant to
such agreement to become a part-time regular employee during the
initial staffing period that began July 23, 1993 and ended December
31, 1993.
For purposes of this Section 4.3, Matched Contributions means the
sum of (i) the Before-Tax Contributions made on behalf of the
Participant for a payroll period, excluding Before-Tax Contributions
made with respect to any one-time lump sum preferred coverage bonus
paid under a cafeteria plan described in section 125 of the Code
maintained by any Employer, and (ii) the After-Tax Contributions made
by the Participant for such payroll period.
Employer Matching Contributions for any Plan Year shall be
delivered to the Trustee at the same time the Before-Tax contributions
or After-Tax Contributions to which such Employer Matching
Contributions relate are delivered to the Trustee.
b. Section 8.3(a) of the Plan is hereby amended by deleting the
introductory paragraph thereof (up to the colon) and inserting in lieu thereof
the following new introductory paragraph:
If a Participant who is a salaried employee of any Employer or an
hourly employee of Cotter Corporation terminates employment on or
after
-6-
<PAGE>
November 13, 1995 or if a Participant who is an hourly employee
of any Employer other than Cotter Corporation terminates employment on
or after December 25, 1995, the Participant, or his or her designated
Beneficiary, as the case may be, shall be entitled to receive the
entire balance of the Participant's accounts, at the time set forth in
Section 8.4 and in the manner set forth in paragraph (c) of this
Section 8.3. If a Participant who is a salaried employee of any
Employer or an hourly employee of Cotter Corporation terminates
employment before November 13, 1995 or if a Participant who is an
hourly employee of any Employer other than Cotter Corporation
terminates employment before December 25, 1995, in either case under
any of the following circumstances, the Participant, or his or her
designated Beneficiary, as the case may be, shall be entitled to
receive the entire balance of the Participant's accounts, at the time
set forth in Section 8.4 and in the manner set forth in paragraph (c)
of this Section 8.3:
3. Effective January 1, 1996, the Plan shall be amended as follows:
a. Article 2 of the Plan is hereby amended by deleting the first
sentence of clause (10) thereof and inserting in lieu thereof the following new
sentence:
The normal base pay of an Employee from an Employer for personal
services rendered, including any salary continuation under a severance
benefit plan of an Employer, any one-time lump sum preferred coverage
bonus paid under a cafeteria plan described in section 125 of the Code
maintained by any Employer, nuclear license premiums for salaried
employees and meter readers' bonuses, excluding, however, lump sum
payments under a severance arrangement of an Employer,
-7-
<PAGE>
bonuses (other than meter readers' bonuses), overtime pay, shift
premiums, fringe benefits, other extraordinary payments, and payments
made in a form other than cash; but without reduction on account of
the Employee's election to have his or her pay reduced pursuant to a
qualified cash or deferred arrangement described in section 401(k) of
the Code or a cafeteria plan described in section 125 of the Code.
b. The first paragraph of Section 8.2(b) of the Plan is hereby
amended by adding the following new sentence at the end of clause (2) of the
first paragraph thereof:
A Participant who (a) was an Employee at the time the Participant
received a loan from the Plan, (b) is no longer an Employee and no
longer receives compensation from an Employer, but (c) continues to
perform services for an Employer, may consent, either at the time
the loan is taken or prior to the date prescribed by the Committee, to
have the balance of any loan outstanding at the time the Participant
no longer is an Employee repaid in substantially equal installments
over the remaining life of the loan. Such installments shall be paid
either by check or money order delivered to the Committee.
c. The second sentence of the second paragraph of Section 8.2(b) of
the Plan is hereby amended to read as follows:
If upon a Participant's termination of employment entitling the
Participant to a distribution under Section 8.3 (relating to
distributions upon termination of employment), death or retirement,
any loan or portion of a loan made to such Participant under the Plan,
together with the accrued interest thereon, remains unpaid, such
-8-
<PAGE>
unpaid amount may be repaid to the Plan no later than the last day of
the calendar quarter following the calendar quarter in which such
termination of employment occurred.
d. Section 8.3(b) of the Plan is hereby amended by deleting the last
three sentences contained therein and inserting in lieu thereof the following
three new sentences:
The difference between the balance of the Employer Matching
Contributions Account for a Participant who has terminated employment
and the amount distributable with respect to such account pursuant to
this paragraph shall be segregated from such Account as of the earlier
of (i) the date on which the Participant has requested a distribution
from the Plan and (ii) as soon as practicable after January 1, 1996
and shall be invested in the investment fund determined by the
Committee to provide the least risk of loss of the amount invested
until such nonvested amount either shall again be credited to the
Participant's Employer Matching Contributions Account pursuant to
Section 10.3(b) or allocated in the manner prescribed by Section
7.3(e). If such Participant is not rehired by an Employer before the
fifth anniversary of the Participant's Termination Date, the portion
so segregated from his or her Employer Contribution Account shall
become a forfeiture at the end of the Plan Year following the fifth
anniversary of the Plan Year in which the Participant terminated
employment. The aggregate amount of Participants' forfeitures shall be
allocated as described in Section 7.3(e).
4. Effective June 1, 1996, the Plan shall be amended as follows:
-9-
<PAGE>
a. Section 3.2 of the Plan is hereby amended by adding the following
two new sentences at the end thereof:
Notwithstanding anything contained herein to the contrary, if an
Eligible Employee who has satisfied the conditions set forth in
Section 3.1, regardless of whether such Eligible Employee is a
Participant, elects, pursuant to a cafeteria plan described in section
125 of the Code maintained by any Employer, to reduce the Eligible
Employee's Compensation by any one-time lump sum preferred coverage
bonus paid under such cafeteria plan and have such amount contributed
to the Plan, such Eligible Employee shall be deemed to have elected to
participate in the Plan with respect to such contribution and shall be
treated with respect to such contribution as a Participant for all
purposes of the Plan. Any contribution described in the preceding
sentence shall be a Before-Tax Contribution and, except as otherwise
provided in Section 4.3 (relating to Employer Matching Contributions),
shall be treated in the same manner as all other Before-Tax
Contributions under the Plan.
b. Clause (C) of the second sentence of Section 14.2(b) of the Plan
is hereby amended to read as follows:
(C) does not require the commencement of payment of benefits to any
alternate payee before the earlier of (I) the date on which the
Participant is entitled to a distribution under the Plan and (II) the
date the Participant attains age 50, except that the order may require
the commencement of payment of benefits as soon as administratively
practicable after the date such order is determined by the Committee
to be a "qualified domestic relations order";
-10-
<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, 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
May 9, 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, 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 additional shares of Common Stock of Unicom
Corporation for issuance pursuant to the Commonwealth Edison Company Employee
Savings and Investment 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 5th day of May,
1997.
Jean Allard
-----------------------
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 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 5th day of May, 1997.
Mary L. Kwilos
----------------------
Mary L. Kwilos
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, 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 additional shares of Common Stock of Unicom
Corporation for issuance pursuant to the Commonwealth Edison Employee Savings
and Investment 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 5th 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 5th day of May, 1997.
Mary L. Kwilos
--------------------------------
Mary L. Kwilos
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, 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 additional shares of Common Stock of Unicom
Corporation for issuance pursuant to the Commonwealth Edison Employee Savings
and Investment 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 1st 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 1st day of May, 1997.
Mary L. Kwilos
--------------------------------
Mary L. Kwilos
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, 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 additional shares of Common Stock of Unicom
Corporation for issuance pursuant to the Commonwealth Edison Employee Savings
and Investment 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 1st 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 DE MARS, 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 1st day of May, 1997.
Mary L. Kwilos
--------------------------------
Mary L. Kwilos
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, 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 additional shares of Common Stock of Unicom
Corporation for issuance pursuant to the Commonwealth Edison Employee Savings
and Investment 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 5th 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 5th day of May, 1997.
Mary L. Kwilos
------------------------
Mary L. Kwilos
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, 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 additional shares of Common Stock of Unicom
Corporation for issuance pursuant to the Commonwealth Edison Employee Savings
and Investment 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 5th 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 5th day of May, 1997.
Mary L. Kwilos
--------------------------------
Mary L. Kwilos
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, 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 additional shares of Common Stock of Unicom
Corporation for issuance pursuant to the Commonwealth Edison Employee Savings
and Investment 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 5th 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 5th day of May, 1997.
Mary L. Kwilos
--------------------------------
Mary L. Kwilos
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, 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 additional shares of Common Stock of Unicom
Corporation for issuance pursuant to the Commonwealth Edison Employee Savings
and Investment 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 5th 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 5th day of May, 1997.
Mary L. Kwilos
--------------------------------
Mary L. Kwilos
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, 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 additional shares of Common Stock of Unicom
Corporation for issuance pursuant to the Commonwealth Edison Employee Savings
and Investment 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 2nd day of May, 1997.
Edward A. Mason
--------------------------------
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. 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 2nd day of May, 1997.
Mary L. Kwilos
--------------------------------
Mary L. Kwilos
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 under the Securities Act of 1933 relating to
the registration of additional shares of Common Stock of Unicom Corporation for
issuance pursuant to the Commonwealth Edison Employee Savings and Investment
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 5th day of May, 1997.
Leo F. Mullin
--------------------------------
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 LEO F. MULLIN, 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 5th day of May, 1997.
Mary L. Kwilos
--------------------------------
Mary L. Kwilos
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, 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 additional shares of Common Stock of Unicom
Corporation for issuance pursuant to the Commonwealth Edison Employee Savings
and Investment 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 2nd day of May, 1997.
Frank A. Olson
--------------------------------
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 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 2nd day of May, 1997.
Mary L. Kwilos
--------------------------------
Mary L. Kwilos
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 under the Securities Act of 1933 relating to
the registration of additional shares of Common Stock of Unicom Corporation for
issuance pursuant to the Commonwealth Edison Employee Savings and Investment
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 5th day of May, 1997.
Samuel K. Skinner
--------------------------------
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 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 5th day of May, 1997.
Mary L. Kwilos
--------------------------------
Mary L. Kwilos
Notary Public
[NOTARY PUBLIC SEAL]
