SCHEDULE 14A INFORMATION
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. ___)
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ X ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section
240.14a-11(c) or Section 240.14a-12
UNICOM CORPORATION
(Name of Registrant as Specified in its Charter)
(Name of Person Filing Proxy Statement if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] No Fee required
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11
1) Title of each class of securities to which
transaction applies:
2) Aggregate number of securities to which
transaction applies:
3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule
0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total Fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as
provided by Exchange Act Rule 0-11(a)(2) and identify
the filing for which the offsetting fee was paid
previously. Identify the previous filing by
registration statement number, or the Form of Schedule
and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
Set forth below is the text of a letter sent to
certain shareholders of Unicom who have not yet voted.
The following communications contain certain
"forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. These
statements are based on management's current expectations
and are naturally subject to uncertainty and changes in
circumstances. Actual results may vary materially from the
expectations contained herein. The forward-looking
statements herein include statements about future financial
and operating results and the proposed merger involving PECO
Energy Company and Unicom Corporation. The following
factors, among others, could cause actual results to differ
materially from those described herein: inability to obtain,
or meet conditions imposed for, governmental approvals for
the merger; failure of the PECO Energy Company or Unicom
Corporation stockholders to approve the merger; the risk
that the PECO Energy Company and Unicom Corporation
businesses will not be integrated successfully; and other
economic, business, competitive and/or regulatory factors
affecting PECO Energy Company's and Unicom's businesses
generally. More detailed information about those factors is
set forth in the joint proxy statement/prospectus regarding
the proposed merger. Neither PECO Energy Company nor Unicom
Corporation is under any obligation to (and expressly
disclaims any such obligation to) update or alter its
forward-looking statements whether as a result of new
information, future events or otherwise.
* * * * * * * * * * * * * *
Investors and security holders are urged to read
the joint proxy statement/prospectus regarding the business
combination transaction referenced in the foregoing
information because it contains important information. The
joint proxy statement/prospectus has been filed with the
Securities and Exchange Commission by Exelon Corporation.
The joint proxy statement/prospectus was declared effective
by the Commission on May 15, 2000. Investors and security
holders may obtain a free copy of the joint proxy
statement/prospectus and other documents filed by PECO
Energy Company and Unicom Corporation with the Commission at
the Commission's web site at www.sec.gov. The joint proxy
statement/prospectus and these other documents may also be
obtained for free from PECO Energy Company or from Unicom
Corporation.
June 9, 2000
Dear Unicom Shareholder:
By now, you should have received your proxy
statement/prospectus and proxy card for the annual meeting, as
well as a brochure further discussing the merger of Unicom
Corporation with PECO Energy Company to form Exelon
Corporation, which will be voted on at the annual meeting. We
have not yet received your vote. Your immediate attention to
this proposal is very important and I urge you to take
advantage of your right to vote. YOUR FAILURE TO VOTE WILL
COUNT AS A VOTE AGAINST THE MERGER. BECAUSE WE NEED APPROVAL
BY TWO-THIRDS OF ALL OUTSTANDING UNICOM COMMON SHARES TO
APPROVE THE MERGER, IT IS ESSENTIAL THAT ALL UNICOM
SHAREHOLDERS VOTE RIGHT AWAY.
Your Board of Directors has carefully reviewed the merger and
recommends that you vote "FOR" the approval of the merger
agreement and "FOR" all the other items on the agenda.
If you have already voted, you do not need to do so again.
However, if you have not yet voted, you may use the enclosed
proxy card to vote, or you may vote by telephone or Internet
as explained on the enclosed proxy card. Your Unicom shares
will not be voted unless you either sign and return your proxy
card or vote by telephone or Internet.
I urge you to read the proxy statement/prospectus because it
contains important information regarding the merger proposal.
The proxy statement/prospectus is available for free at the
Securities and Exchange Commission's web site at www.sec.gov
or at Unicom's web site at www.ucm.com. If you have any
questions about the merger or the other items to be voted on
at the annual meeting, please call Morrow & Co., Inc., our
proxy solicitor, at 1-800-566-9061.
Sincerely,
/s/ John P. McGarrity
------------------------
John P. McGarrity
Secretary
