S-3/A 1 POST EFFECTIVE AMENDMENT NO. 2 As filed with the Securities and Exchange Commission on May 25, 1995 Registration No. 33-31436 ================================================================= SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______________________ POST-EFFECTIVE AMENDMENT NO. 2 to FORM S-3 REGISTRATION STATEMENT Under SECURITIES ACT OF 1933 _______________________ PECO ENERGY COMPANY (Exact name of registrant as specified in its charter) Pennsylvania 23-0970240 (State or other jurisdiction (I.R.S. Employer of incorporation organization) Identification No.) P.O. Box 8699 2301 Market Street, Philadelphia, PA 19101 (215) 841-4000 (Address, including zip code, and telephone number, including area code, of principal executive offices) J. Barry Mitchell, Vice President P.O. Box 8699 2301 Market Street, Philadelphia, PA 19101 (215) 841-4000 (Name, address, including zip code, and telephone number, including area code, of agent for service) with copies to: JAMES W. DURHAM, ESQUIRE Senior Vice President and General Counsel P.O. Box 8699 2301 Market Street, Philadelphia, PA 19101 ROBERT C. GERLACH, ESQUIRE ROBERT M. JONES, JR., ESQUIRE Ballard Spahr Andrews & Drinker Biddle & Reath Ingersoll 1100 Philadelphia National Bank 1735 Market Street Building 51st Floor Philadelphia, PA 19107 Philadelphia, PA 19103-7599 ================================================================= PAGE On October 6, 1989, Philadelphia Electric Company (now PECO Energy Company) (the "Company") filed Registration Statement No. 33-31436 on Form S-3 (the "Shelf Registration Statement") to register $200,000,000 aggregate principal amount of Collateralized Medium-Term Notes of the Company (the "Series A Notes") to be sold from time to time pursuant to Rule 415 under the Securities Act of 1933. The Shelf Registration Statement became effective on October 12, 1989. On May 5, 1994, the Company filed Post-Effective Amendment No. 1 to the Shelf Registration Statement to reflect the Company's name change from Philadelphia Electric Company to PECO Energy Company. As of August 1995, only $800,000 aggregate principal amount of the Series A Notes were still available for sale under the Shelf Registration Statement. As a result, on August 5, 1994, the Company filed Registration Statement No. 33-54935 on Form S-3 (the "Second Shelf Registration Statement") to register an additional $250,000,000 aggregate principal amount of Collateralized Medium- Term Notes of the Company (the "Series B Notes"). The Second Shelf Registration Statement registering the Series B Notes became effective on May 10, 1995. Therefore, because the Company now has an additional $250,000,000 aggregate principal amount of collateralized medium-term notes available for sale, the remaining $800,000 aggregate principal amount of Series A Notes no longer need to be registered. PAGE Accordingly, in connection with its undertaking to do so, the Company hereby deregisters a total of $800,000 aggregate principal amount of the Series A Notes which are still available for sale under Shelf Registration Statement No. 33-31436. PAGE SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant, PECO ENERGY COMPANY, certifies that it has reasonable grounds to believe that it meets all of therequirements for filing on Form S-3 and has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Philadelphia, Commonwealth of Pennsylvania on the 25th day of May 1995. PECO ENERGY COMPANY BY /s/ J. F. Paquette, Jr. -------------------------------- J.F. Paquette, Jr. Chairman of the Board Pursuant to the requirements of the Securities Act of 1933, this amendment has been signed by the following persons in the capacities and on the date indicated. Signature Title Date /S/ J.F. Paquette, Jr. Chairman of the Board May 25, 1995 -------------------- and Director J.F. Paquette, Jr. /s/C.A. McNeill, Jr. Chief Executive Officer, May 25, 1995 ------------------- President and Director C.A. McNeill, Jr. (Principal Executive Officer) /s/ K.G. Lawrence Senior Vice President - May 25, 1995 ------------------- Finance and Chief Financial K.G. Lawrence Officer (Principal Financial and Accounting Officer) This amendment has also been signed by J.F. Paquette, Jr., Attorney-in-Fact, on behalf of the following Directors on the date indicated: Susan W. Catherwood Kinnaird R. McKee M. Walter D'Alessio Joseph J. McLaughlin Nelson G. Harris John M. Palms Joseph C. Ladd Ronald Rubin Edithe J. Levit By: /s/J.F. Paquette, Jr. May 25, 1995 ----------------------------- J.F. Paquette, Jr., Attorney-in-fact S-3595.ASC