-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OxwA7qy2HZSsfmscz9sgzcXuN7z0oy4w4GLbiGfQZC4ugXR+hnnYy0zHlBDiGutY ed4semnCuLEqSVdNhIhLsg== 0000022606-98-000011.txt : 19980424 0000022606-98-000011.hdr.sgml : 19980424 ACCESSION NUMBER: 0000022606-98-000011 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980423 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980423 SROS: CSX SROS: NYSE SROS: PCX FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNICOM CORP CENTRAL INDEX KEY: 0000918040 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 363961038 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-11375 FILM NUMBER: 98599810 BUSINESS ADDRESS: STREET 1: 10 SOUTH DEARBORN ST 37TH FLOOR STREET 2: P O BOX A-3005 CITY: CHICAGO STATE: IL ZIP: 60690-3005 BUSINESS PHONE: 3123947399 MAIL ADDRESS: STREET 1: P O BOX 767 CITY: CHICAGO STATE: IL ZIP: 60690 FORMER COMPANY: FORMER CONFORMED NAME: CECO HOLDING CO DATE OF NAME CHANGE: 19940125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMMONWEALTH EDISON CO CENTRAL INDEX KEY: 0000022606 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 360938600 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-01839 FILM NUMBER: 98599811 BUSINESS ADDRESS: STREET 1: ONE FIRST NATIONAL PLZ 37TH FL STREET 2: P O BOX 767 CITY: CHICAGO STATE: IL ZIP: 60690 BUSINESS PHONE: 3123944321 MAIL ADDRESS: STREET 1: 10 SOUTH DEARBORN STREET STREET 2: 37TH FLOOR CITY: CHICAGO STATE: IL ZIP: 606900767 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 23, 1998 Commission Registrant; State of Incorporation; IRS Employer File Number Address; and Telephone Number Identification No. 1-11375 UNICOM CORPORATION 36-3961038 (an Illinois corporation) 37th Floor, 10 South Dearborn Street Post Office Box A-3005 Chicago, Illinois 60690-3005 312/394-7399 1-1839 COMMONWEALTH EDISON COMPANY 36-0938600 (an Illinois corporation) 37th Floor, 10 South Dearborn Street Post Office Box 767 Chicago, Illinois 60690-0767 312/394-4321 Item 5. Other Events. Commonwealth Edison Company ("ComEd"), a subsidiary of Unicom Corporation ("Unicom"), issued a news release on April 23, 1998 (a copy of which is filed as an exhibit to this report and is hereby incorporated by reference) announcing that ComEd had filed an application with the Illinois Commerce Commission that seeks approval for ComEd to issue up to $3.4 billion in asset-backed securities, which will be secured by certain revenue streams of ComEd. The issuance of the asset-backed securities is permitted by the Illinois Electric Service Customer Choice and Rate Relief Act of 1997. ComEd indicated that it plans to use the proceeds of the sale of the asset-backed securities to refinance its debt and equity, and anticipates using between $750 million and $1.14 billion to repurchase shares of ComEd common stock held by Unicom. Unicom in turn will use the funds it receives from ComEd's share repurchase to repurchase shares of Unicom's common stock, which is publicly traded. The Boards of Directors of Unicom and ComEd have each approved the repurchase of up to 33 million shares of common stock. ComEd plans to use the remaining proceeds to redeem preference stock and debt. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. No financial statements or pro forma financial information are required to be filed as a part of this report. The exhibit filed as part of this report is listed in the Exhibit Index hereto. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized. UNICOM CORPORATION (Registrant) Date: April 23, 1998 By: Robert E. Berdelle ------------------------ Robert E. Berdelle Comptroller COMMONWEALTH EDISON COMPANY (Registrant) Date: April 23, 1998 By: Robert E. Berdelle ------------------------ Robert E. Berdelle Comptroller EXHIBIT INDEX Exhibit Number Description of Exhibit 1. None 2. None 4. None 16. None 17. None 20. None 23. None 24. None 27. None 99. News release dated April 23, 1998 issued by Commonwealth Edison Company EX-99 2 NEWS RELEASE Exhibit (99) Unicom Corporation and Commonwealth Edison Company Form 8-K File Nos. 1-11375 and 1-1839 From: Corporate Communications One First National Plaza Chicago, IL 60690 http://www.ucm.com Contact: Matthew Triaca 312-394-3003 FOR IMMEDIATE RELEASE 7:00am CST, Thursday April 23, 1998 ComEd Seeks ICC Approval to Issue $3.4 Billion in Asset-Backed Securities Chicago - ComEd, a subsidiary of Unicom Corporation, announced today a filing with the Illinois Commerce Commission (ICC) that seeks approval for the utility to issue up to $3.4 billion in asset-backed securities, which will be secured by certain revenue streams of the company. The Illinois Electric Service Customer Choice and Rate Relief Law of 1997 permits ComEd to issue a total of up to $6.8 billion of asset-backed securities, which is one-half of its total 1996 capitalization. Up to $3.4 billion can be issued between August 1998 and August 1999. ComEd plans to use the proceeds to refinance its debt and equity. According to Unicom/ComEd Vice President and Treasurer Ruth Ann Gillis, refinancing capital will ultimately help facilitate ComEd's transition to the competitive marketplace. "As electricity choice comes to Illinois, it is important that ComEd use available tools to prepare the company for competition," said Gillis. "Asset-backed securities typically carry a high quality credit rating and favorable interest rates. Therefore, refinancing debt and equity with such securities will reduce the cost of capital, strengthen ComEd and Unicom's financial position, and enhance shareholder value." The company anticipates that between $750 million and $1.14 billion of the proceeds will be used to repurchase shares of Unicom's stock. At current market prices, this would represent 22 million to 33 million shares, or 10 to 15 percent of outstanding common stock. The Boards of Directors of Unicom and ComEd have approved the repurchase of up to 33 million shares of common stock. The remaining proceeds will be used to redeem preference stock and debt. (more) ComEd Seeks ICC Approval April 23, 1998 Page 2 ComEd has named Goldman, Sachs & Co. the lead manager. Salomon Smith Barney and Merrill Lynch & Co. will be the co-lead managers. ComEd, a subsidiary of Chicago-based Unicom Corporation (NYSE:UCM), is engaged primarily in the production, purchase, transmission, distribution and sale of electricity to wholesale and retail customers. ComEd provides service across the northern fifth of Illinois, serving about 3.4 million customers, or 70 percent of the state's population. ### Analysts/Investors contact: Eunice Collins 312-394-8354 -----END PRIVACY-ENHANCED MESSAGE-----