Exhibit (99)-2
ComEd Financing II
Form S-4 File No. 333-
NOTICE OF GUARANTEED DELIVERY
for Tender of
8.50% Series A Capital Securities
(Liquidation Amount $1,000 per Capital Security)
of
ComEd Financing II
As set forth in the Exchange Offer (as defined below), this Notice of
Guaranteed Delivery (or a facsimile hereof) or one substantially equivalent
hereto or the electronic form used by The Depository Trust Company ("DTC") for
this purpose must be used to accept the Exchange Offer if certificates for 8.50%
Series A Capital Securities (the "Old Capital Securities") of ComEd Financing
II, a Delaware statutory business trust (the "Trust"), are not immediately
available to the registered holder of such Old Capital Securities, or if a
participant in DTC is unable to complete the procedures for book-entry transfer
on a timely basis of Old Capital Securities to the account maintained by
Wilmington Trust Company (the "Exchange Agent") at DTC, or if time will not
permit all documents required by the Exchange Offer to reach the Exchange Agent
prior to 5:00 p.m., New York City time, on __________, 1997, unless extended
(the "Expiration Date"). This Notice of Guaranteed Delivery (or a facsimile
hereof) or one substantially equivalent hereto or the electronic form used by
DTC may be delivered by mail (registered or certified mail is recommended), by
facsimile transmission, by hand or overnight carrier to the Exchange Agent. See
"The Exchange Offer - Procedures for Tendering Old Capital Securities."
Capitalized terms used herein and not defined herein have the meanings assigned
to them in the Exchange Offer.
The Exchange Agent is:
Wilmington Trust Company
By Registered or Certified Mail: By Facsimile: By Hand/Overnight Carrier:
Wilmington Trust Company Wilmington Trust Company Wilmington Trust Company
1100 North Market Street Attn: Corporate Trust 1100 North Market Street
Rodney Square North Administration Rodney Square North
Wilmington, Delaware 19890 (302) 651-8882 Wilmington, Delaware 19890
Attn: Corporate Trust Attn: Corporate Trust
Administration (For Eligible Institutions Only) Administration
Confirm by Telephone:
(302) 651-1428
For Information Call:
(302) 651-1428
Delivery of this Notice of Guaranteed Delivery to an address other than as
set forth above or transmission of this Notice of Guaranteed Delivery via a
facsimile number other than the number listed above will not constitute a valid
delivery.
This Notice of Guaranteed Delivery is not to be used to guarantee
signatures. If a signature on a Letter of Transmittal is required to be
guaranteed by an Eligible Institution (as defined therein) under the
instructions thereto, such signature guarantee must appear in the applicable
space provided in the signature box on the Letter of Transmittal.
Ladies and Gentlemen:
The undersigned hereby tenders to the Trust and to Commonwealth Edison
Company, an Illinois corporation ("ComEd"), the aggregate liquidation amount of
Old Capital Securities indicated below pursuant to the guaranteed delivery
procedures and upon the terms and subject to the conditions set forth in the
accompanying Prospectus dated ___________, 1997 (as the same may be amended or
supplemented from time to time, the "Prospectus") and in the related Letter of
Transmittal (which together with the Prospectus constitute the "Exchange
Offer"), receipt of which is hereby acknowledged.
The undersigned hereby represents, warrants and agrees that the undersigned
has full power and authority to tender, exchange, sell, assign, and transfer the
Tendered Old Capital Securities and that the Trust will acquire good, marketable
and unencumbered title thereto, free and clear of all liens, restrictions,
charges and encumbrances when the Tendered Old Capital Securities are acquired
by the Trust as contemplated herein, and the Tendered Old Capital Securities are
not subject to any adverse claims or proxies. The undersigned warrants and
agrees that the undersigned and each Beneficial Owner will, upon request,
execute and deliver any additional documents deemed by ComEd, the Trust or the
Exchange Agent to be necessary or desirable to complete the tender, exchange,
sale, assignment and transfer of the Tendered Old Capital Securities, and that
the undersigned will comply with its obligations under the Registration Rights
Agreement. The undersigned has read and agrees to all of the terms of the
Exchange Offer.
BY TENDERING OLD CAPITAL SECURITIES AND EXECUTING THIS NOTICE OF GUARANTEED
DELIVERY, THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT (i) NEITHER THE
UNDERSIGNED NOR ANY BENEFICIAL OWNER(S) IS AN "AFFILIATE" OF COMED OR THE TRUST,
(ii) ANY NEW CAPITAL SECURITIES TO BE RECEIVED BY THE UNDERSIGNED AND ANY
BENEFICIAL OWNER(S) ARE BEING ACQUIRED BY THE UNDERSIGNED AND ANY BENEFICIAL
OWNER(S) IN THE ORDINARY COURSE OF BUSINESS OF THE UNDERSIGNED AND ANY
BENEFICIAL OWNER(S), (iii) THE UNDERSIGNED AND EACH BENEFICIAL OWNER HAVE NO
ARRANGEMENT OR UNDERSTANDING WITH ANY PERSON TO PARTICIPATE IN A DISTRIBUTION
(WITHIN THE MEANING OF THE SECURITIES ACT) OF NEW CAPITAL SECURITIES TO BE
RECEIVED IN THE EXCHANGE OFFER, AND (iv) THE UNDERSIGNED OR ANY SUCH BENEFICIAL
OWNER IS NOT ENGAGED IN, AND DOES NOT INTEND TO ENGAGE IN, A DISTRIBUTION
(WITHIN THE MEANING OF THE SECURITIES ACT) OF SUCH NEW CAPITAL SECURITIES.
A broker-dealer who holds Old Capital Securities for its own account as a
result of market-making activities or other trading activities and who receives
New Capital Securities in exchange for such Old Capital Securities pursuant to
the Exchange Offer may be deemed to be an "underwriter" within the meaning of
the Securities Act and will be required to deliver prospectus meeting the
requirements of the Securities Act in connection with any resale of such New
Capital Securities. If the undersigned or any beneficial owner(s) is a broker-
dealer which acquired any of the Tendered Old Capital Securities for its own
account as the result of market-making activities or other trading activities,
such broker-dealer acknowledges that it will deliver a prospectus meeting the
requirements of the Securities Act in connection
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with any resale of New Capital Securities received in exchange for any of such
Tendered Old Capital Securities that were acquired for its own account as the
result of market-making activities or other trading activities (provided that,
by so acknowledging and by delivering a prospectus, such broker-dealer will not
be deemed to admit that it is an "underwriter" within the meaning of the
Securities Act).
ALL QUESTIONS AS TO THE FORM OF DOCUMENTS, VALIDITY, ELIGIBILITY (INCLUDING
TIME OF RECEIPT) AND ACCEPTANCE FOR EXCHANGE OF TENDERED OLD CAPITAL SECURITIES
WILL BE DETERMINED BY COMED AND THE TRUST, IN THEIR SOLE DISCRETION, WHOSE
DETERMINATION SHALL BE FINAL AND BINDING ON ALL PARTIES. COMED AND THE TRUST
RESERVE THE ABSOLUTE RIGHT, IN THEIR SOLE AND ABSOLUTE DISCRETION, TO REJECT ANY
AND ALL TENDERS DETERMINED BY COMED AND THE TRUST NOT TO BE IN PROPER FORM OR
THE ACCEPTANCE OF WHICH, OR EXCHANGE FOR, MAY, IN THE VIEW OF COMED AND THE
TRUST OR OF COUNSEL TO COMED AND THE TRUST, BE UNLAWFUL.
ALL AUTHORITY HEREIN CONFERRED OR AGREED TO BE CONFERRED SHALL SURVIVE THE
DEATH OR INCAPACITY OF THE UNDERSIGNED AND EVERY OBLIGATION OF THE UNDERSIGNED
HEREUNDER SHALL BE BINDING UPON THE HEIRS, EXECUTORS, ADMINISTRATORS, PERSONAL
REPRESENTATIVES, TRUSTEES IN BANKRUPTCY, LEGAL REPRESENTATIVES, SUCCESSORS AND
ASSIGNS OF THE UNDERSIGNED.
Name(s) of Registered Holder(s):
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Please Print
Address(es):
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Area Code and Tel. No(s):
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X
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X
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Signature(s) of Owner(s) or Authorized Signatory
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Must be signed by the registered holder(s) of the Tendered Old Capital
Securities as their name(s) appear(s) on certificates for such Tendered Old
Capital Securities, or on a security position listing, or by person(s)
authorized to become registered holder(s) by endorsement and documents
transmitted with this Notice of Guaranteed Delivery. If signature is by a
trustee, executor, administrator, guardian, attorney-in-fact, officer or other
person acting in a fiduciary or representative capacity, such person must set
forth his or her full title below.
Aggregate Liquidation
Certificate No(s) Amount Represented Aggregate Liquidation
(if available) by Certificate Amount Tendered
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If Old Capital Securities will be delivered by book-entry transfer to The
Depository Trust Company, provide the following information:
Signature:
____________________________________________________________________
Account Number:
_______________________________________________________________
Date:
_________________________________________________________________________
THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED
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GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a firm or other entity identified in Rule 17Ad-15 under
the Securities Exchange Act of 1934, as amended, as an "eligible guarantor
institution," including (as such terms are defined therein): (i) a bank; (ii) a
broker, dealer, municipal securities broker, municipal securities dealer,
government securities broker, government securities dealer; (iii) a credit
union; (iv) a national securities exchange, registered securities association or
clearing agency; or (v) a savings association that is a participant in a
Securities Transfer Association recognized program (each of the foregoing being
referred to as an "Eligible Institution"), hereby guarantees delivery to the
Exchange Agent, at one of its addresses set forth above, either certificates for
the Old Capital Securities tendered hereby, in proper form for transfer, or
confirmation of the book-entry transfer of such Old Capital Securities to the
Exchange Agent's account at The Depository Trust Company ("DTC"), pursuant to
the procedures for book-entry transfer set forth in the Prospectus, in either
case together with one or more properly completed and duly executed Letter(s) of
Transmittal (or facsimile thereof or an Agent's Message in lieu thereof) and any
other documents required by the Letter of Transmittal, all within five (5)
business days after the date of execution of this Notice of Guaranteed Delivery.
The undersigned acknowledges that it must communicate the guarantee to the
Exchange Agent and must deliver the Letter of Transmittal and certificates for
the Old Capital Securities tendered hereby to the Exchange Agent within the time
period shown hereon and that failure to do so could result in a financial loss
to the undersigned.
_______________________________ _________________________________
Firm Authorized Signature
_______________________________ Name _________________________________
Address (Please Type or Print)
_______________________________ Title ________________________________
Zip Code
Dated __________________________, 1997
Area Code and Tel. No.: ______________________________________________________
DO NOT SEND CERTIFICATES FOR OLD CAPITAL SECURITIES WITH THIS NOTICE OF
GUARANTEED DELIVERY. ACTUAL SURRENDER OF OLD CAPITAL SECURITIES MUST BE MADE
PURSUANT TO, AND BE ACCOMPANIED BY, A PROPERLY COMPLETED AND DULY EXECUTED
LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS.
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