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