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): December 15, 1999 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 On December 15, 1999, Commonwealth Edison Company ("ComEd"), a subsidiary of Unicom Corporation, completed the sale of its fossil generating plants to Midwest Generation, the Chicago-based independent power generating unit of Edison International, for $4.8 billion in cash. Upon completion of the sale, power purchase agreements with Midwest Generation became effective. The power purchase agreements allow ComEd to purchase all or some of the generating output of the sold fossil plants for a period of up to five years. For additional information regarding the power purchase agreements, see Unicom's Quarterly Report on Form 10-Q for the quarter ended September 30, 1999, Note 4 of Notes to Financial Statements. The press release announcing the completion of the sale of the fossil plants is attached as Exhibit 99 and incorporated herein by reference. 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: December 16, 1999 By: Ruth Ann M. Gillis ------------------------ Ruth Ann M. Gillis Senior Vice President COMMONWEALTH EDISON COMPANY (Registrant) Date: December 16, 1999 By: Ruth Ann M. Gillis ------------------------- Ruth Ann M. Gillis Senior Vice President 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. Press release dated December 15, 1999 NEWS RELEASE <COMED LOGO> From: Corporate Communications Bank One Plaza P.O. Box 767 Chicago, Illinois 60690-0767 www.ucm.com Contact: Adrienne Levatino FOR IMMEDIATE RELEASE (312) 394-3003 December 15, 1999 UNICOM COMPLETES SALE OF FOSSIL PLANTS AND PEAKING UNITS Midwest Generation Assumes Ownership of Unicom's Non- Nuclear Generation Fleet CHICAGO- John W. Rowe, chairman and chief executive officer of Unicom Corporation and Commonwealth Edison Company ("ComEd"), today announced that ComEd has completed the sale of its six coal-fired generating plants, its Collins Station and nine peaking unit sites to Midwest Generation, the Chicago-based independent power generating unit of Edison International. The $4.8 billion sale will result in a gain of approximately $1.5 billion after taxes and satisfaction of sales related obligations. The gain will enable Unicom to improve its financial structure and fund new investments, Rowe said. First, the gain will provide recovery of ComEd's nuclear-related regulatory assets, as allowed under the Illinois Electric Service Customer Choice and Rate Relief Law of 1997. "This will provide a more competitive balance sheet as we continue to transition to an open market for the generation and sale of electricity," he continued. Second, a portion of the cash proceeds will provide funding for new projects to improve the reliability of ComEd's transmission and distribution system. Additionally, by dividing one of the largest generation fleets in the Midwest in half, ComEd is helping to develop further competition in the Illinois energy marketplace, thus creating a healthy, open electricity market. "Indeed, many states have required sales like these to jump-start competition," noted Rowe. "A buyer of Edison International's caliber, with its strong track record for reliable performance, demonstrates in the clearest possible way that the restructuring law is working as the Illinois legislature intended." "Our number one priority continues to be providing our customers with a reliable supply of electricity," said Rowe. "This sale is a double win because the proceeds will help us fund the over $1.5 billion in spending we have committed to improve our transmission and delivery system, while our power purchase contracts with Midwest Generation will ensure that we still have access to the electricity produced at the plants they are purchasing." --more-- Unicom Completes Fossil/Peaking Unit Sale Add One The sale will produce a one-time income tax benefit for the state of Illinois of more than $200 million, making this one of the largest tax gains in Illinois history. ComEd has preserved an option to execute a like-kind exchange for two of the fossil stations being sold and thereby defer federal tax liability, subject to identifying appropriate property and to approval by the Company's board of directors. ComEd will also contribute $250 million of the sale proceeds to a newly established environmental trust fund, of which $25 million is dedicated to coal research and related projects. The properties which were sold include the six coal-fired plants that together have 5645 MW of generating capacity: Crawford (542MW, Chicago); Fisk (326MW, Chicago); Waukegan (789MW, Waukegan); Joliet (1358MW, Joliet); Will County (1092MW, Lockport) and Powerton (1538MW, Pekin). Collins Station, located in Morris, Illinois, has 2698MW of generating capacity and runs on natural gas or oil. The peaking units have a combined capacity of 1429MW, are fueled by either gas or oil and are located at nine ComEd sites: Chicago (three locations), Waukegan, Joliet, Lombard, Rockford, Aurora, and Chicago Heights. # # # Incorporated in 1994 and based in Chicago, Unicom Corporation (NYSE:UCM) is a public company dedicated to meeting the energy needs of residential, commercial, industrial and wholesale customers. With $7 billion in revenues, Unicom Corporation is the parent holding company to Commonwealth Edison Company (ComEd), its principal subsidiary, and Unicom Enterprises, Inc. (UEI), offering competitive energy-related products and services. Engaged principally in the production, purchase, transmission, distribution and sale of electricity to retail and wholesale customers, ComEd provides service to more than 3.4 million customers across Northern Illinois, or 70 percent of the state's population.