Exhibit (99)-4
ComEd Financing II
Form S-4 File No. 333-
ComEd Financing II
OFFER TO EXCHANGE
Its
8.50% Series B Capital Securities
Which Have Been Registered Under the Securities Act of 1933
for Any and All of Its Outstanding
8.50% Series A Capital Securities
(Liquidation Amount $1,000 per Capital Security)
____________, 1997
To Brokers, Dealers, Commercial
Banks, Trust Companies and
Other Nominees:
We are enclosing herewith an offer by ComEd Financing II, a Delaware
statutory business trust (the "Trust"), to exchange the Trust's new 8.50% Series
B Capital Securities (the "New Capital Securities") which have been registered
under the Securities Act of 1933, as amended (the "Securities Act"), for any and
all of the Trust's outstanding 8.50% Series A Capital Securities (the "Old
Capital Securities"), upon the terms and subject to the conditions set forth in
the accompanying Prospectus, dated ___________, 1997 (as the same amended and
supplemented from time to time, the "Prospectus"), and related Letter of
Transmittal (which together with the Prospectus constitutes the "Exchange
Offer").
The Exchange Offer provides a procedure for holders to tender the Old
Capital Securities by means of guaranteed delivery.
The Exchange Offer will expire at 5:00 p.m., New York City time, on
__________, 1997, unless extended (the "Expiration Date"). Tendered Old Capital
Securities may be withdrawn at any time prior to 5:00 p.m., New York City time,
on the Expiration Date, if such Old Capital Securities have not previously been
accepted for exchange pursuant to the Exchange Offer.
Based on an interpretation by the staff of the Division of Corporation
Finance of the Securities and Exchange Commission (the "SEC") as set forth in
certain interpretive letters addressed to third parties in other transactions,
Commonwealth Edison Company, an Illinois corporation ("ComEd"), and the Trust
believe that a holder of Old Capital Securities (other than a holder who is (a)
a broker-dealer who purchased the Old Capital Securities directly from the Trust
to resell pursuant to Rule 144A under the Securities Act or any other available
exemption under the Securities Act, (b) a person participating in the
distribution of the Old Capital Securities or (c) a person who is an "affiliate"
of ComEd or the Trust) who exchanges Old Capital Securities in the Exchange
Offer for New Capital Securities and then resells such New Capital Securities
will be viewed by the staff no differently than a non-affiliated purchaser of
registered securities who purchases such securities in a registered primary
offering of securities and, after completion of such registered offering, may
resell the New Capital Securities without further compliance with the
registration and prospectus delivery provisions of the Securities Act, provided
that such New Capital Securities are
acquired in the ordinary course of such holder's business and that such holder
is not participating, and has no arrangement or understanding with any person to
participate, in a distribution (within the meaning of the Securities Act) of
such New Capital Securities. See "Brown & Wood LLP," SEC No-Action Letter
(available February 7, 1997), "Shearman & Sterling," SEC No-Action Letter
(available July 2, 1993), "Morgan Stanley & Co., Inc.," SEC No-Action Letter
(available June 5, 1991) and "Exxon Capital Holding Corporation," SEC No-Action
Letter (available May 13, 1988).
The Exchange Offer is not conditioned on any minimum aggregate liquidation
amount of Old Capital Securities being tendered except that Old Capital
Securities may be tendered only in an aggregate liquidation amount of $1,000 (1
Old Capital Security) and integral multiples in excess thereof, provided that if
any Old Capital Securities are tendered for exchange in part, the untendered
aggregate liquidation amount thereof must be $100,000 (100 Old Capital
Securities) or any integral multiple of $1,000 (1 Old Capital Security) in
excess thereof.
Notwithstanding any other provisions of the Exchange Offer, or any
extension of the Exchange Offer, ComEd and the Trust will not be required to
accept for exchange, or to exchange, any New Capital Securities for any Old
Capital Securities and may terminate the Exchange Offer (whether or not any Old
Capital Securities have been accepted for exchange) or may waive any conditions
to or amend the Exchange Offer, if any of the conditions described in the
Prospectus under "The Exchange Offer - Conditions of the Exchange Offer" have
occurred or exist or have not been satisfied.
For your information and for forwarding to your clients for whom you hold
Old Capital Securities registered in your name or in the name of your nominee,
we are enclosing the following documents:
1. A Prospectus, dated ____________, 1997.
2. A Letter of Transmittal for your use and for the information of
your clients.
3. A printed form of letter which may be sent to your clients for
whose accounts you hold Old Capital Securities registered in your name or
in the name of your nominee, with space provided for obtaining such
clients' instructions with regard to the Exchange Offer.
4. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 of the Internal Revenue Service (included in the Letter
of Transmittal after the instructions thereto).
WE URGE YOU TO CONTACT YOUR
CLIENTS AS PROMPTLY AS POSSIBLE.
Any inquiries you may have with respect to the Exchange Offer may be
addressed to, and additional copies of the enclosed materials may be obtained
from, the Exchange Agent at the following telephone number: (___) ___-____.
Very truly yours,
ComEd Financing II
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NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
AS THE AGENT OF THE TRUST, COMED, THE EXCHANGE AGENT OR ANY OTHER PERSON, OR
AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON
BEHALF OF ANY OF THEM IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE
DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.
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