<PAGE>
<PAGE>
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant _X_
Filed by a Party other than the Registrant ___
Check the appropriate box:
___ Preliminary Proxy Statement
_X_ Definitive Proxy Statement
___ Definitive Additional Materials
___ Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
SCEcorp
________________________________________________________________________
(Name of Registrant as Specified in its Charter)
Kenneth S. Stewart
________________________________________________________________________
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
_X_ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(l), or 14a-
6(j)(2)
___ $500 per each party to the controversy pursuant to Exchange Act rule
14a-6(i)(3).
___ Fee computed on table below per Exchange Act rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
_____________________________________________________________
2) Aggregate number of securities to which transaction applies:
_____________________________________________________________
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
_____________________________________________________________
4) Proposed maximum aggregate value of transaction:
_____________________________________________________________
Set forth the amount on which the filing fee is calculated and state
how it is determined.
___ Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
1) Amount Previously Paid:
_____________________________________________________________
2) Form, Schedule or Registration Statement No.:
_____________________________________________________________
3) Filing Party:
_____________________________________________________________
4) Date Filed:
_____________________________________________________________
<PAGE>
<PAGE>
SCEcorp
Notice of Annual Meeting of Shareholders
and
Joint Proxy Statement
Annual Meeting
April 21, 1994<PAGE>
SCEcorp
P.O. Box 999, 2244 Walnut Grove Avenue
Rosemead, California 91770
March 11, 1994
DEAR SHAREHOLDER:
You are invited to attend the annual meeting of shareholders of SCEcorp
on Thursday, April 21, 1994, at 10:00 A.M. This meeting will be held at
the Industry Hills and Sheraton Resort, One Industry Hills Parkway, City
of Industry, California. The accompanying Joint Proxy Statement contains
information about the matters to be considered at the annual meeting by
the SCEcorp shareholders. SCEcorp's Annual Report to Shareholders for
1993 is furnished with the Joint Proxy Statement.
As discussed in the Joint Proxy Statement, two important matters will
be presented at the annual meeting for your consideration. The first
matter on the agenda is the election of the Directors who will be
responsible for the direction of the affairs of SCEcorp until the next
annual meeting and until their successors are duly elected and qualified.
Your Board of Directors and Management recommend that you vote "FOR" the
nominees for Directors listed in the Joint Proxy Statement.
The other matter on the agenda is a shareholder proposal regarding
executive officer and director compensation. For reasons stated in the
proxy statement, an "AGAINST" vote is recommended on the proposal.
Whether or not you expect to attend the annual meeting, it is important
that your shares be represented at this meeting. Accordingly, we request
that you complete, sign, date and return your proxy as soon as possible.
The continuing interest of the shareholders in the business of SCEcorp
is appreciated, and we hope many will attend the annual meeting.
John E. Bryson
Chairman of the Board
and Chief Executive Officer
IMPORTANT
In order to assure the presence of a quorum of shareholders at the
annual meeting, please sign, date and mail the enclosed proxy promptly.
Please sign (do not print) your name exactly as it appears on the enclosed
proxy. When signing as attorney, executor, administrator, trustee or
guardian, please include your full title. Please have an authorized
officer whose title is indicated sign for corporations, charitable
institutions and governmental units. For partnerships, please have a
partner sign and indicate partnership status.
<PAGE>
<PAGE>
SCEcorp
P.O. Box 999, 2244 Walnut Grove Avenue
Rosemead, California 91770
================================================
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS TO BE HELD
APRIL 21, 1994
===============================================
The annual meeting of the shareholders of SCEcorp will be held at 10:00
A.M. on Thursday, April 21, 1994, at the Industry Hills and Sheraton
Resort, One Industry Hills Parkway, City of Industry, California, to
consider and act upon the matters discussed in the accompanying Joint
Proxy Statement as follows:
Item No. 1. Election of Directors--the names of the nominees for
Directors intended to be presented for election are as
follows:
Howard P. Allen J. J. Pinola
Norman Barker, Jr. James M. Rosser
John E. Bryson Henry T. Segerstrom
Camilla C. Frost E. L. Shannon, Jr.
Walter B. Gerken Robert H. Smith
Joan C. Hanley Daniel M. Tellep
Carl F. Huntsinger James D. Watkins
Charles D. Miller Edward Zapanta;
Luis G. Nogales
Item No. 2. Shareholder Proposal on Executive Officer and Director
Compensation;
and to transact any other business that may properly come before the
meeting or any adjournment or postponement thereof.
Shareholders of record at the close of business on March 4, 1994, are
entitled to notice of and to vote at this annual meeting. The following
individuals will be admitted to the meeting:
1. Shareholders of record, and their spouses;
2. Individuals holding written proxies executed by shareholders of
record on the record date;
3. Shareholders who provide written verification from their brokerage
firm that they owned stock held in the name of the brokerage firm
(that is, stock held in so-called "street name") on the record
date, and their spouses; and
4. Other individuals with the approval of the Secretary of SCEcorp.
Dated March 11, 1994.
For the Board of Directors,
KENNETH S. STEWART, Secretary
<PAGE>
<PAGE>1
SCEcorp
SOUTHERN CALIFORNIA EDISON COMPANY
===============================================
JOINT PROXY STATEMENT
===============================================
INTRODUCTION
This Joint Proxy Statement is provided to the shareholders of SCEcorp
and Southern California Edison Company ("Edison") in connection with their
respective annual meetings of shareholders and any adjournments or
postponements thereof. The annual meetings are scheduled to be held at
10:00 A.M., Pacific Time, on Thursday, April 21, 1994, at the Industry
Hills and Sheraton Resort, One Industry Hills Parkway, City of Industry,
California. The SCEcorp and Edison annual meetings will be held in
conjunction with each other at the same time and location.
GENERAL INFORMATION
Solicitation of Proxies
The Boards of Directors of SCEcorp and Edison are soliciting proxies
hereunder for use at their respective annual meetings, and forms of proxy
are being provided with this Joint Proxy Statement. This Joint Proxy
Statement, the enclosed forms of proxy and the respective Annual Reports
to Shareholders for 1993 are being distributed together beginning March
11, 1994 to shareholders of SCEcorp and Edison, respectively.
The costs of solicitations of proxies will be borne by SCEcorp and
Edison. Directors, officers and other employees of Edison may, without
additional compensation (except for customary overtime pay, when
applicable), solicit proxies by mail, in person or by telecommunication.
Brokers, fiduciaries, custodians and other nominees will be reimbursed for
reasonable out-of-pocket expenses incurred in sending this Joint Proxy
Statement and other proxy materials to, and obtaining instructions
relating to such materials from, beneficial owners of SCEcorp and Edison
stock. In addition, D.F. King & Co., Inc. (1-800-669-5550) will assist
SCEcorp and Edison in the solicitation of proxies for an aggregate fee
estimated not to exceed $15,500 plus reasonable out-of-pocket expenses.
Record Date and Voting Securities
The Boards of Directors of SCEcorp and Edison have fixed the close of
business on March 4, 1994 as the record date for the determination of
holders of SCEcorp and Edison voting securities entitled to notice of and
to vote at their respective annual meetings. As of February 17, 1994,
there were 447,799,172 shares of Common Stock, without par value, of
SCEcorp ("SCEcorp Common Stock"), outstanding and entitled to vote, and
434,888,104 shares of Common Stock, without par value, of Edison ("Edison
Common Stock"), 11,350,198 shares of Cumulative Preferred Stock, $25 par
value, of Edison ("Edison Cumulative Preferred Stock"), and 3,500,000
shares of $100 Cumulative Preferred Stock, $100 par value, of Edison
("Edison $100 Cumulative Preferred Stock"), outstanding and entitled to
vote.
Voting Rights
Each share of SCEcorp Common Stock is entitled to one vote. Each share
of Edison Cumulative Preferred Stock is entitled to six votes, each share
of Edison $100 Cumulative Preferred Stock is entitled to two votes and
each share of Edison Common Stock is entitled to one vote. Shares
represented by executed proxies received by SCEcorp or Edison,
respectively, prior to the annual meeting will be counted for purposes of
establishing a quorum, regardless of how or whether such shares are voted
on any specific proposal.
<PAGE>
<PAGE>2
Any SCEcorp or Edison shareholder who executes and returns a proxy has
the power to revoke such proxy at any time before it is voted by filing,
respectively, with the Secretary of SCEcorp, at 2244 Walnut Grove Avenue,
P.O. Box 999, Rosemead, California 91770, or the Secretary of Edison, at
2244 Walnut Grove Avenue, P.O. Box 350, Rosemead, California 91770,
written notice of such revocation or a duly executed proxy bearing a later
date, or by attending and voting in person at the annual meeting.
Attendance at the annual meeting will not in and of itself constitute
revocation of a proxy.
Attendance at the annual meeting is limited to those individuals
described in the letter from the Secretary at the front of this Joint
Proxy Statement. A shareholder of SCEcorp and/or Edison that is a
corporation, partnership, association or other organization or entity will
be limited to three authorized representatives at the annual meeting.
The SCEcorp Board and the Edison Board respectively recommend the
election of the SCEcorp and Edison Boards' nominees for Directors.
The SCEcorp Board recommends that the SCEcorp shareholders vote AGAINST
adoption of the shareholder proposal regarding Executive Officer and
Director Compensation. This matter is to be voted on by the SCEcorp
shareholders only.
ITEM NO. 1 -- ELECTION OF DIRECTORS OF SCEcorp AND EDISON
Nominees for Election as Directors
Seventeen Directors are to be elected to each of the SCEcorp and Edison
Boards to hold office until the next annual meetings or until their
successors are elected and qualified. The seventeen SCEcorp nominees for
Directors and the seventeen Edison nominees for Directors receiving the
highest number of affirmative votes shall be elected to the SCEcorp Board
and Edison Board, respectively. Unless authority to vote is withheld or
another contrary instruction is indicated, signed proxies received will
be voted for the election of the SCEcorp and Edison Boards' nominees for
Directors. Should any of the nominees become unavailable at the time of
the meeting to accept nomination or election as a Director, and the size
of the SCEcorp and Edison Boards is not reduced accordingly, the
proxyholders named in the enclosed proxy will vote for substitute nominees
at their discretion. Votes cast against a Director and votes withheld
have no legal effect. The nominees for Directors of SCEcorp and Edison
are the same. A brief biography of each nominee is presented below.
HOWARD P. ALLEN, Chairman of the Executive Committees and Consultant to
SCEcorp and Edison, has been a Director of Edison since 1980, a Director
of SCEcorp since 1988, Chairman of the Executive Committees since 1989,
and a consultant to both companies since 1990. Mr. Allen joined Edison
in 1954, following service as Assistant Dean and Assistant Professor of
Law at Stanford Law School. He was elected Vice President in 1962, Senior
Vice President in 1971, Executive Vice President in 1973, President in
1980, Chairman of the Board and Chief Executive Officer in 1984, and was
re-elected President in 1987. He was elected Chairman of the Board,
President and Chief Executive Officer of SCEcorp in 1988 when the
corporation became the parent holding company of Edison, and served in
this position for both companies until his retirement in 1990. Mr. Allen
is a Director of AMR Corporation, American Airlines, Inc., Computer
Sciences Corporation, PS Group, Inc., The Parsons Corporation, The Ralph
M. Parsons Co., The Presley Companies, and Trust Company of the West. He
is a graduate of Pomona College and Stanford Law School. Age 68.
Member of the executive (Chairman) and finance committees of SCEcorp and
Edison
<PAGE>
<PAGE>3
NORMAN BARKER, JR., Chairman of the Board of Pacific American Income
Shares, Inc. (a closed-end bond fund), has been a Director of Edison since
1969 and a Director of SCEcorp since 1988. Mr. Barker was formerly
Chairman of the Board of First Interstate Bank of California from 1973
through early 1985, Chairman of the Board of First Interstate Bank, Ltd.
in 1985, and Vice Chairman of the Board of First Interstate Bancorp from
1980 to 1985. Mr. Barker is a Director of American Health Properties,
Inc., the Automobile Club of Southern California, ICN Pharmaceuticals,
Inc., SPI Pharmaceuticals, Inc., and Trust Company of the West Convertible
Securities Fund, Inc. He holds two degrees from the University of
Chicago. Age 71.
Member of the finance (Chairman), nominating and compensation committees
of SCEcorp and Edison
JOHN E. BRYSON, Chairman of the Board and Chief Executive Officer of
SCEcorp and Edison, and a Director of The Mission Group (a nonutility
subsidiary of SCEcorp), has been a Director of SCEcorp and Edison since
1990. Mr. Bryson joined Edison in 1984 as Senior Vice President. He was
elected Executive Vice President and Chief Financial Officer of Edison in
1985, Executive Vice President and Chief Financial Officer of SCEcorp in
1988, and was elected to his present positions in 1990. Immediately prior
to joining Edison, Mr. Bryson was a partner in the law firm of Morrison
& Foerster. From 1979 through 1982, Mr. Bryson served as President of the
California Public Utilities Commission and earlier served as Chairman of
the California State Water Resources Control Board. He is a Director on
the Boards of First Interstate Bancorp, Pacific American Income Shares,
Inc., and The Times Mirror Company, and a Trustee of Stanford University.
He is a graduate of Stanford University and Yale Law School. Age 50.
Member of the executive committees of SCEcorp and Edison
CAMILLA C. FROST, Trustee of the Chandler Trusts 1 and 2 and a Director
and Secretary-Treasurer of Chandis Securities Company (Chandler Family
Holding Company), has been a Director of Edison since 1985 and a Director
of SCEcorp since 1988. Mrs. Frost has been associated with the Los
Angeles County Museum of Art since 1960, was elected President of the
Board of Trustees in 1978, served as Chairman of the Board from 1982 to
1986, and served as Chairman of the Executive Committee from 1986 to 1990.
Mrs. Frost has held her present positions at Chandler Trusts and Chandis
Securities Company since 1975. She is a Trustee of the California
Institute of Technology and Wellesley College. Mrs. Frost is a graduate
of Wellesley College. Age 68.
Member of the compensation and nominating committees of SCEcorp and Edison
WALTER B. GERKEN, Chairman of the Executive Committee of Pacific Mutual
Life Insurance Company, has been a Director of Edison since 1977 and a
Director of SCEcorp since 1988. Mr. Gerken joined Pacific Mutual in 1967
as Financial Vice President, was elected President in 1972, Chairman of
the Board and Chief Executive Officer in 1975, and has held his present
position since 1987. He is a Director of the Automobile Club of Southern
California. Mr. Gerken is a graduate of Wesleyan University and Syracuse
University. Age 71.
Member of the executive and nominating (Chairman) committees of SCEcorp
and Edison
JOAN C. HANLEY, General Partner of Miramonte Vineyards, has been a
Director of Edison since 1980 and a Director of SCEcorp since 1988. Mrs.
Hanley has served as General Partner and Manager of Miramonte Vineyards
since 1973. She was formerly a Public Affairs Consultant for Monaghan
Company-Long Point (a land development company) during 1990 and 1991. She
is a Director of California Agricultural Education Foundation and a
Trustee of Pomona College. Mrs. Hanley is a graduate of the University
of Washington. Age 61.
Member of the audit and finance committees of SCEcorp and Edison
<PAGE>
<PAGE>4
CARL F. HUNTSINGER, General Partner of DAE Limited Partnership, Ltd.
(agricultural management), has been a Director of Edison since 1983 and
a Director of SCEcorp since 1988. Mr. Huntsinger has held his present
position at DAE Limited Partnership, Ltd. since the dissolution of DAE
Holding, Inc. in 1986, after having served as President, Chief Executive
Officer and Director of DAE Holding since 1979. He served as President
of VETCO from 1968 to 1974, and as President of Blue Goose Growers, Inc.,
from June 1983 to April 1984. Mr. Huntsinger is a graduate of the
Massachusetts Institute of Technology. Age 64.
Member of the audit and finance committees of SCEcorp and Edison
CHARLES D. MILLER, Chairman of the Board and Chief Executive Officer of
Avery Dennison Corporation (manufacturer of self-adhesive products),
formerly Avery International Corporation, has been a Director of Edison
since 1987 and a Director of SCEcorp since 1988. Mr. Miller joined Avery
Dennison in 1964 and was elected President and Chief Operating Officer in
1975, President and Chief Executive Officer in 1977, and to his present
position in 1983. He has been a Director of Avery Dennison since 1975.
He is a Director of Great Western Financial Corporation, Nationwide Health
Properties, Inc., and Pacific Mutual Life Insurance Company. Mr. Miller
is a graduate of Johns Hopkins University. Age 66.
Member of the audit and compensation (Chairman) committees of SCEcorp and
Edison
LUIS G. NOGALES, President of Nogales Partners (media acquisition firm)
has been a Director of Edison and SCEcorp since 1993. Mr. Nogales joined
his present company in 1990, and was formerly a general partner of Nogales
Castro Partners, Inc. (media acquisition firm) from 1989 to 1990,
President of Univision (predominant Spanish language television network)
from 1986 to 1988, and Chairman and Chief Executive Officer of United
Press International from 1983 to 1986. He is a Director of Adolph Coors
Company, Portland Radio, Inc., Redlands Radio, Inc., and the Inter-America
Dialogue and a Trustee of Stanford University and The Ford Foundation.
He is a graduate of San Diego State University and Stanford Law School.
Age 50.
Member of the finance committees of SCEcorp and Edison.
J. J. PINOLA, Retired Chairman of the Board and Chief Executive Officer
of First Interstate Bancorp, has been a Director of Edison since 1985 and
a Director of SCEcorp since 1988. Mr. Pinola joined First Interstate Bank
of California as President, Chief Operating Officer and a Director in 1976
and served as Chairman of the Board and Chief Executive Officer of First
Interstate Bancorp from 1978 until his retirement in 1990. He is a
Director of First Interstate Bancorp, First Interstate Bank of California
and Lockheed Corporation. Mr. Pinola is a graduate of Bucknell University
and has completed studies at Dartmouth College and Harvard University.
Age 68.
Member of the compensation and nominating committees of SCEcorp and Edison
JAMES M. ROSSER, President of California State University, Los Angeles
("CSULA"), has been a Director of Edison since 1985 and a Director of
SCEcorp since 1988. Dr. Rosser has held his present position at CSULA
since 1979 following service as Vice Chancellor of the Department of
Higher Education for the State of New Jersey from 1974 to 1979 and
Associate Vice Chancellor for Academic Affairs at the University of Kansas
from 1970 to 1974. He is a member of the Board of Directors of Fedco,
Inc., Sanwa Bank California, the Hispanic Urban Center, the American
Council for the Arts, the Los Angeles Urban League, and the Los Angeles
Philharmonic Association. In addition, he is a member of the National
Science Foundation Directorate for Education and Human Resources Advisory
Committee, and a former member of the National Advisory Council on Aging
under the National Institutes of Health. He is also a Board Member and
past President of the Los Angeles Area Council of the Boy Scouts of
America. Dr. Rosser holds three degrees from Southern Illinois
University. Age 54.
Member of the finance and nominating committees of SCEcorp and Edison
<PAGE>
<PAGE>5
HENRY T. SEGERSTROM, Managing Partner of C. J. Segerstrom & Sons (real
estate development), has been a Director of Edison since 1973 and a
Director of SCEcorp since 1988. Mr. Segerstrom has been associated with
C. J. Segerstrom & Sons, developers of South Coast Plaza and South Coast
Plaza Town Center, since 1948 and has been Managing Partner since 1963.
Mr. Segerstrom served as Chairman of the Board and Chief Executive Officer
of the Orange County Performing Arts Center from 1987 to 1990. He is a
Director of Safeco Corporation and Urban Shopping Centers, Inc. Mr.
Segerstrom holds two degrees from Stanford University. Age 70.
Member of the audit (Chairman) and finance committees of SCEcorp and
Edison
E. L. SHANNON, JR., Retired Chairman of the Board of Santa Fe
International Corporation (engaged in investing and ranching), has been
a Director of Edison since 1977 and a Director of SCEcorp since 1988.
Mr. Shannon joined Santa Fe International Corporation in 1953, was elected
President and Chief Executive Officer in 1962 and served as Chief
Executive until his retirement in 1991. He served as non-executive
Chairman until December 1993. Mr. Shannon is a graduate of the University
of California, Berkeley. Age 67.
Member of the executive and compensation committees of SCEcorp and Edison
ROBERT H. SMITH, Managing Director, Smith and Crowley, Inc. (merchant
banking), has been a Director of Edison since 1987 and a Director of
SCEcorp since 1988. Mr. Smith was formerly Chairman of the Board and
Chief Executive Officer of Security Pacific Corporation until 1992. He
joined Security Pacific National Bank in 1961, and was elected Executive
Vice President in 1980, Vice Chairman of Security Pacific Corporation and
Security Pacific National Bank in 1984, President, Chief Executive Officer
and Director of Security Pacific National Bank in 1987, and assumed his
former positions at Security Pacific Corporation in 1990. He is a
Director of the J. G. Boswell Company, Oasis Residential, Inc., and
Pinkerton, Inc., and a Trustee of the University of Santa Clara and the
University of Southern California. He is a graduate of the University of
Southern California and holds a Law Degree from Van Norman University.
Age 58.
Member of the executive and nominating committees of SCEcorp and Edison
DANIEL M. TELLEP, Chairman of the Board and Chief Executive Officer of
Lockheed Corporation (aerospace industry), has been a Director of Edison
and SCEcorp since 1992. Mr. Tellep joined Lockheed Missiles & Space
Company ("LMSC"), a wholly-owned subsidiary of Lockheed Corporation, in
1955. He was elected Vice President and Assistant General Manager of LMSC
in 1975, Executive Vice President of LMSC in 1983, Vice President of
Lockheed Corporation in 1983, President of LMSC in 1984, Group President
of Lockheed Missiles and Space Systems (another subsidiary of Lockheed
Corporation) in 1986, a Director of Lockheed Corporation in 1987, and
President of Lockheed Corporation in 1988. Mr. Tellep was elected to his
present position in 1989. He is a Director of First Interstate Bancorp.
He holds two degrees from the University of California at Berkeley and has
completed studies at Harvard University. Age 62.
Member of the audit and compensation committees of SCEcorp and Edison
JAMES D. WATKINS (Admiral USN, Retired), President, Joint Oceanographic
Institutions, Inc. (a non-profit consortium that manages academic research
projects), has been a Director of Edison and SCEcorp since 1993. The
Admiral was the Secretary of Energy of the United States from 1989 to
1993. Prior to his appointment as Secretary of Energy, Admiral Watkins
served as a Director of Philadelphia Electric Company and VESTAR, Inc.
(a pharmaceutical company), and was a consultant to the Carnegie
Corporation of New York. From 1982 to 1986, he served as the Chief of
Naval Operations, capping a career spanning nearly four decades. He was
also appointed to chair the Presidential Commission on AIDS from 1987 to
1988. He is a Trustee of the Carnegie Corporation of New York and once
again a Director of VESTAR. The Admiral is a graduate of the United
States Naval Academy, the United States Naval Postgraduate School, and the
Oak Ridge National Laboratory. Age 67.
Member of the audit committees of SCEcorp and Edison
<PAGE>
<PAGE>6
EDWARD ZAPANTA, M.D., a practicing physician providing neurosurgical care
in the East Los Angeles and Monterey Park communities, has been in private
practice since 1970 and has been a Director of Edison since 1984 and a
Director of SCEcorp since 1988. Dr. Zapanta is President of Universal
Medi-Co (managed care medical group which merged in 1992 to form Health
Care Partners). He is also a Director of The Times Mirror Company and a
Trustee of the University of Southern California. He attended the
University of California at Los Angeles, and is a graduate of the
University of Southern California School of Medicine. Age 55.
Member of the audit and executive committees of SCEcorp and Edison
Stock Ownership of Directors and Executive Officers(1) of SCEcorp and
Edison
The following table presents certain information as of December 31,
1993, regarding the equity securities of SCEcorp and Edison beneficially
owned by the Directors, any Nominees who are not currently serving as
Directors, the Executive Officers named in the "Summary Compensation
Table" below under "Executive Compensation Table--SCEcorp and Edison," and
the Directors, Nominees, and Executive Officers of SCEcorp and Edison as
a group:
<TABLE>
<CAPTION>
Amount and
Nature of
Company and Beneficial
Name Class of Stock Ownership(2)(3)
<S> <C> <C>
Howard P. Allen . . . . . . . . . . . . . . . . . . . . . SCEcorp Common Stock 232,615(4)
Norman Barker, Jr . . . . . . . . . . . . . . . . . . . . SCEcorp Common Stock 2,614(5)
John E. Bryson. . . . . . . . . . . . . . . . . . . . . . SCEcorp Common Stock 137,679(6)
Bryant C. Danner. . . . . . . . . . . . . . . . . . . . . SCEcorp Common Stock 21,595(7)
Alan J. Fohrer. . . . . . . . . . . . . . . . . . . . . . SCEcorp Common Stock 20,030(8)
Camilla C. Frost. . . . . . . . . . . . . . . . . . . . . SCEcorp Common Stock 1,800(9)
Walter B. Gerken. . . . . . . . . . . . . . . . . . . . . SCEcorp Common Stock 2,995
Joan C. Hanley. . . . . . . . . . . . . . . . . . . . . . SCEcorp Common Stock 5,915(10)
Carl F. Huntsinger. . . . . . . . . . . . . . . . . . . . SCEcorp Common Stock 2,411
Charles B. McCarthy, Jr.. . . . . . . . . . . . . . . . . SCEcorp Common Stock 49,220(11)
Charles D. Miller . . . . . . . . . . . . . . . . . . . . SCEcorp Common Stock 2,667(9)
Luis G. Nogales . . . . . . . . . . . . . . . . . . . . . SCEcorp Common Stock 200
J. J. Pinola. . . . . . . . . . . . . . . . . . . . . . . SCEcorp Common Stock 3,060(12)
Harold B. Ray . . . . . . . . . . . . . . . . . . . . . . SCEcorp Common Stock 30,740(13)
James M. Rosser . . . . . . . . . . . . . . . . . . . . . SCEcorp Common Stock 1,200(5)
Henry T. Segerstrom . . . . . . . . . . . . . . . . . . . SCEcorp Common Stock 4,400(5)
E. L. Shannon, Jr.. . . . . . . . . . . . . . . . . . . . SCEcorp Common Stock 28,845(14)
Robert H. Smith . . . . . . . . . . . . . . . . . . . . . SCEcorp Common Stock 1,215(15)
Edison Cumulative Preferred 2,000(5)
Daniel M. Tellep. . . . . . . . . . . . . . . . . . . . . SCEcorp Common Stock 2,202(16)
James D. Watkins. . . . . . . . . . . . . . . . . . . . . SCEcorp Common Stock 411(17)
Edward Zapanta. . . . . . . . . . . . . . . . . . . . . . SCEcorp Common Stock 1,996(18)
All Directors, Nominees, and Executive
Officers of SCEcorp as a group (45 individuals). . . . . SCEcorp Common Stock 981,112(19)
Edison Cumulative Preferred 2,000(5)
All Directors, Nominees, and Executive
Officers of Edison as a group (36 individuals) . . . . . SCEcorp Common Stock 789,216(20)
Edison Cumulative Preferred 2,000(5)
</TABLE>
- ----------------
(1) The Executive Officers of SCEcorp and Edison, as the term is used in
this Joint Proxy Statement unless otherwise indicated, are defined as
the Chairman of the Board and Chief Executive Officer, President, the
elected Vice Presidents and the Secretary of SCEcorp and Edison,
respectively. In addition, the Executive Officers of SCEcorp include
the Executive Officers of Edison; and the Chief Executive Officers and
Presidents, Executive Vice Presidents, and Senior Vice Presidents of
Mission Energy Company, Mission First Financial, and Mission Land
Company, its nonutility subsidiaries, who may be deemed policy makers
of SCEcorp.
<PAGE>
<PAGE>7
(2) Unless otherwise indicated, shares are held with sole voting and
investment power.
(3) No Director owns, no Nominee owns, no named Executive Officer owns,
nor do the Directors, Nominees, and Executive Officers of SCEcorp or
Edison as a group own in excess of 1% of the outstanding shares of (i)
SCEcorp Common Stock, or (ii) any other class of SCEcorp's or Edison's
outstanding equity securities.
(4) Includes 45,526 shares held as Co-Trustee, 79,989 shares credited
under employee benefit plans known as the Stock Savings Plus Plan
(the "SSPP") and the Employee Stock Ownership Plan (the "ESOP"), and
107,100 shares with respect to which the right exists to acquire
beneficial ownership within sixty days through the exercise of options
granted under an employee benefit plan known as the 1987 Long-Term
Incentive Compensation Plan as amended and restated by the SCEcorp
Officer Long-Term Incentive Compensation Plan effective April 16, 1992
(the "LTICP"). Shares for which instructions are not received may be
voted by the SSPP Trustee in its discretion; shares for which
instructions are not received may not be voted by the ESOP Trustee.
(5) Shares held in broker's name.
(6) Includes 3,412 shares credited under the SSPP and ESOP, and 134,267
shares with respect to which the right exists to acquire beneficial
ownership within sixty days through the exercise of options granted
under the LTICP.
(7) Includes 261 shares credited to SSPP and 19,334 shares with respect
to which the right exists to acquire beneficial ownership within 60
days through the exercise of options granted under the LTICP.
(8) Includes 4,430 shares credited to SSPP and ESOP and 15,600 shares
with respect to which the right exists to acquire beneficial ownership
within 60 days through the exercise of options granted under the
LTICP.
(9) Shares held as Trustee.
(10) Shares held as Co-Trustee.
(11) Includes 9,638 shares credited under the SSPP and ESOP, and 39,582
shares with respect to which the right exists to acquire beneficial
ownership within sixty days through the exercise of options granted
under the LTICP.
(12) Includes 400 shares held in broker's name, and 2,660 shares held as
co-trustee.
(13) Includes 4,073 shares credited under the SSPP and ESOP, and 26,667
shares with respect to which the right exists to acquire beneficial
ownership within sixty days through the exercise of options granted
under the LTICP.
(14) Includes 5,045 shares held as Trustee, 23,400 shares held in nominee
name with the Director designated as Trustee, and 400 shares held
indirectly in spouse's name of which Director disclaims beneficial
ownership.
(15) Includes 1,200 shares held in broker's name and 15 shares held in
custodial name.
(16) Includes 2,200 shares held in broker's name and 2 shares held as Co-
Trustee.
(17) Includes 211 shares held with another person and 200 shares held in
broker's name.
(18) Includes 1,336 shares held in broker's name.
(19) Includes 3,363 shares held with other persons, 63,615 shares held in
trustee accounts, 18,094 shares held in brokers' names, 23,400 shares
held in nominee name, 623 shares held in custodial names,
<PAGE>
<PAGE>8
404 shares held in spouse's name, 215,215 shares credited to
participants under the SSPP and the ESOP, and 649,540 shares with
respect to which the right exists to acquire beneficial ownership
within sixty days through the exercise of options granted under the
LTICP. The SCEcorp Executive Officers include all of the Edison
Executive Officers. Therefore, the share ownership balances shown
duplicate, in part, the information shown immediately below.
(20) Includes 3,363 shares held with other persons, 63,615 shares held in
trustee accounts, 16,294 shares held in brokers' names, 23,400 shares
held in nominee name, 15 shares held in custodial names, 404 shares
held in spouse's name, 177,199 shares credited to participants under
the SSPP and the ESOP, and 498,072 shares with respect to which the
right exists to acquire beneficial ownership within sixty days through
the exercise of options granted under the LTICP.
Executive Compensation Table -- SCEcorp and Edison
The following table presents certain information regarding compensation
of the Chief Executive Officer of SCEcorp and Edison ("CEO") and the four
most highly compensated Executive Officers of SCEcorp and Edison other
than the CEO (together with the CEO, the "Named Officers"), for services
rendered in all capacities to SCEcorp, Edison, and/or other SCEcorp
subsidiaries during 1991, 1992, and 1993.
SUMMARY COMPENSATION TABLE(1)
<TABLE>
<CAPTION>
Long-Term Compensation
----------------------
Annual Compensation Awards Payouts
------------------- ------ -------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other Re- Securities All
Name Annual stricted Underlying Other
and Compen- Stock Options/ LTIP Compen-
Principal Salary Bonus sation Award(s) SARs Payouts sation
Position Year ($) ($)(2) ($) ($) (#)(3) ($) ($)(4)
- ---------- ---- ------- ------ ------- -------- --------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
John E. Bryson, 1993 600,000 325,000 57,144(5) -- 44,000 -- 127,974
Chairman of the Board 1992 560,000 345,800 801 -- 48,000 -- 103,267
and Chief Executive 1991 500,000 310,000 1,711 -- 48,000 125,526 84,485
Officer of SCEcorp and Edison
Bryant C. Danner, 1993 318,000 105,000 2,391 -- 18,000 -- 3,720
Senior Vice President 1992 150,000 60,800 751 -- 20,000 -- --
and General Counsel 1991 -- -- -- -- -- -- --
of SCEcorp and Edison
Alan J. Fohrer, 1993 213,986 125,000(6) 457 -- 15,000 -- 12,001
Senior Vice President and 1992 159,583 60,800 24 -- 8,400 -- 7,671
Chief Financial Officer 1991 137,000 50,800 -- -- 5,000 -- 5,451
of SCEcorp and Edison
Harold B. Ray, 1993 236,000 100,000 610 -- 17,000 -- 15,298
Senior Vice President 1992 222,000 94,900 96 -- 12,000 -- 12,993
of Edison 1991 208,000 79,600 139 -- 13,000 49,254 11,755
Charles B. McCarthy, Jr., 1993 226,000 81,360 2,021 -- 12,000 -- 329,070(7)
Senior Vice President 1992 216,000 77,800 2,273 -- 12,000 -- 25,604
of Edison(7) 1991 202,000 77,300 2,460 -- 13,000 49,254 22,121
</TABLE>
- ----------------
(1) Compensation information is provided for each of 1991, 1992, and 1993
for all Named Officers, including named persons who were not Executive
Officers during those years.
(2) Throughout this Joint Proxy Statement, bonuses are also referred to as
annual incentive compensation and annual incentive awards.
<PAGE>
<PAGE>9
(3) No SARs were granted. Each option may be exercised for one share of
SCEcorp Common Stock. The number of options have been adjusted to
reflect the two-for-one split of SCEcorp Common Stock effective June
1, 1993. During the term of the options, amounts equivalent to
dividends are accrued on the options at the same time and at the same
rate as would be payable on the number of shares of SCEcorp Common
Stock covered by the options. The amounts accumulate without interest.
The executive has no right to payment of these dividend equivalents
unless and until the underlying stock options are exercised. The
dollar amounts of dividend equivalents paid to the Named Officers
during 1993 upon exercise of options are included in the values shown
in column (c) of the table below entitled "Aggregated Option/SAR
Exercises in 1993 and FY-End Option/SAR Values."
(4) Includes contributions to vested defined contribution plans (the SSPP
and a supplemental plan for eligible participants who are affected by
participation limits of the SSPP imposed on higher paid individuals by
federal tax law) for Messrs. Bryson, Danner, Fohrer, Ray, and McCarthy
in the following amounts: For 1993, $28,274; $2,385; $8,069; $9,892;
$12,097, respectively. For 1992, $25,950; $0; $6,263; $9,013; $8,764,
respectively. For 1991, $20,671; $0; $4,877; $8,607; $8,451,
respectively.
Also includes preferential interest (that portion of interest that is
considered under Securities and Exchange Commission ("SEC") rules to
be at above-market rates) accrued on deferred compensation for Messrs.
Bryson, Danner, Fohrer, Ray, and McCarthy in the following amounts: For
1993, $99,700; $1,335; $3,932; $5,405; $20,954, respectively. For
1992, $77,317; $0; $1,408; $3,980; $16,839, respectively. For 1991,
$63,814; $0; $564; $3,148; $13,670, respectively.
(5) Includes $22,683 which is the cost of providing Mr. Bryson's survivor
benefits under the 1985 deferred compensation plan.
(6) Includes a deferred $50,000 special performance award in recognition
of Mr. Fohrer's service as interim CEO of Mission Energy Company.
(7) Mr. McCarthy resigned from Edison on December 31, 1993. In addition
to the amounts described in footnote (4), the amount shown in Column
(i) for 1993 includes the following amounts paid, payable or accrued
to Mr. McCarthy related to his resignation: severance payments in the
amounts of $119,519 and $106,500; out-placement services in the amount
of $45,000, and a retainer in the amount of $25,000. Certain
additional amounts may accrue and become payable as a result of the
deferral of payments under various executive compensation plans. See
"Employment Contracts and Termination of Employment Arrangements" below
for additional information.
Option/SAR Grants Table
The following table presents certain information regarding stock option
grants pursuant to the LTICP during 1993 to the Named Officers. No SARs
were granted under the LTICP during 1993.
OPTION/SAR GRANTS IN 1993
<TABLE>
<CAPTION>
Grant Date
Individual Grants Value
- -------------------------------------------------------------------------------------- ----------
(a) (b) (c) (d) (e) (f)
Number of % of Total
Securities Options/SARs Exercise Grant
Underlying Granted to or Base Date
Options/SARs Employees Price Expiration Present
Name Granted(#)(1)(2) in 1993 ($/Sh)(2) Date(3) Value$(4)
- ---- --------------- ------------ ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
John E. Bryson 44,000 11% 21.9375 01/02/2003 312,400
Bryant C. Danner 18,000 4% 21.9375 01/02/2003 127,800
Alan J. Fohrer 15,000 4% 21.9375 01/02/2003 106,500
Harold B. Ray 17,000 4% 21.9375 01/02/2003 120,700
Charles B. McCarthy, Jr. 12,000 3% 21.9375 01/02/2003 85,200
</TABLE>
<PAGE>
<PAGE>10
- ---------------
(1) No SARs were granted. The options were granted under the LTICP and are
subject to a three-year vesting period with each one-third of the
options vesting and becoming exercisable on January 2, 1994, January
2, 1995 and January 2, 1996, respectively. The options have a 10-year
term, subject to earlier expiration upon termination of employment as
described below. The options are not transferable (except by will, the
laws of descent and distribution, or by a qualified domestic relations
order) and may be exercised only by the executive during his or her
lifetime. Each option may be exercised for one share of SCEcorp Common
Stock. A dividend equivalent account has been established for each
executive receiving a stock option grant. During the term of an
option, amounts equivalent to dividends are accrued in this account at
the same time and rate as would be payable on the number of shares of
SCEcorp Common Stock covered by the option. The amounts accumulate
without interest. Dividend equivalents are payable in cash (or
applicable to the exercise price) only upon the exercise of the related
stock option.
If an executive retires, dies, or is permanently and totally disabled
during the three-year vesting period, the unvested options will vest
and be exercisable to the extent of 1/36 of the grant for each full
month of service during the vesting period. Unvested options of any
person who has served on the Management Committee will vest and be
exercisable upon the member's retirement, death, or permanent and total
disability. (All of the Named Officers have served as members of the
Management Committee.) Upon retirement, death or permanent and total
disability, vested options and accumulated dividend equivalents may
continue to be exercised within their original term by the recipient
or beneficiary. If an executive is terminated other than by
retirement, death or permanent and total disability, options which had
vested as of the prior anniversary date of the grant and the
accumulated dividend equivalents thereon are forfeited unless the
options are exercised within 180 days of the date of termination; all
unvested options and the accumulated dividend equivalents thereon are
forfeited on the date of termination. An executive on an unpaid leave
of absence may be considered to be employed, except that any rights to
any awards will be limited to the extent the award was vested at the
commencement of the leave of absence.
If the outstanding shares of SCEcorp Common Stock are increased,
decreased, or exchanged for a different number or kind of shares or
other securities, or if additional shares or new or different shares
or other securities are distributed with respect to such shares of
Common Stock or other securities, through merger, consolidation, sale
of all or substantially all of the property of SCEcorp, reorganization,
recapitalization, reclassification, stock dividend, stock split,
reverse stock split or other distribution with respect to such shares
of Common Stock or other securities, an appropriate and proportionate
adjustment may be made in the number and kind of shares or other
securities subject to the then outstanding options and the price for
each share or other unit of any other securities subject to the then
outstanding options without change in the aggregate purchase price or
value as to which options remain exercisable or subject to
restrictions. Despite the foregoing, upon the dissolution,
liquidation, reorganization, merger or consolidation of SCEcorp with
one or more corporations as a result of which SCEcorp is not the
surviving corporation, all options then outstanding will become vested
and be exercisable unless provisions are made as part of the
transaction to continue the Plan or to assume or substitute stock
options of the successor corporation with appropriate adjustments as
to the number of options.
The Compensation Committee of the SCEcorp Board of Directors
("Committee") administers the LTICP and has sole discretion to
determine all terms and conditions of any grant, subject to plan
limits, including the price thereof which may not be less than fair
market value of the underlying Common Stock on the date of grant in the
case of options. In addition, with the consent of the executive, the
Committee may amend the terms of any stock option grant agreement,
including the price of any option, the post-termination term, and the
vesting schedule. The Committee may substitute cash equivalent in
value to the options.
(2) The number of options and exercise price have been adjusted to reflect
the two-for-one stock split of SCEcorp Common Stock effective June 1,
1993.
<PAGE>
<PAGE>11
(3) The options are subject to earlier expiration upon termination of
employment as described in footnote(1) above.
(4) Each option granted in 1993 may be exercised for one share of SCEcorp
Common Stock at an exercise price of $21.9375. The grant date value
of each option was calculated as the sum of two numbers: the option
value and the dividend equivalent value (described below). The option
value was calculated to be $2.45 per optioned share using the Black-
Scholes stock option pricing model. In making this calculation, it was
assumed that the average exercise period was eight years, the
volatility rate was 15%, the risk-free rate of return was 6.85%, the
dividend yield was 6.38% and the stock price and exercise price were
$21.9375. The aggregate grant date value represented by the option
value for Messrs. Bryson, Danner, Fohrer, Ray, and McCarthy was
$107,800, $44,100, $36,750, $41,650 and $29,400, respectively. The
actual value that an executive may realize will depend on various
factors on the date the option is exercised, so there is no assurance
the value realized by an executive will be at or near the grant date
value estimated by the Black-Scholes model. The estimated values under
that model are based on certain assumptions and are not a prediction
as to future stock price.
During the term of an option, amounts equivalent to dividends, or
dividend equivalents, are accrued on each option at the same time and
rate as would be payable on the number of shares of SCEcorp Common
Stock underlying the option. These amounts accumulate without interest
and are paid in cash (or are applied to the exercise price) only upon
exercise of the related stock option. The grant date present value of
these dividend equivalents on each option granted in 1993 is calculated
to be $4.65. This dividend equivalent value was calculated by (a)
summing the dividends (without reinvestment) over the assumed eight-
year duration of the related stock option at the current annual
dividend rate of $1.42, and (b) discounting that sum to its present
value assuming a discount rate of 11.8%, which was Edison's authorized
return on common equity in 1993. The aggregate estimated grant date
value represented by the dividend equivalents on the options granted
in 1993 for Messrs. Bryson, Danner, Fohrer, Ray, and McCarthy was
$204,600, $83,700, $69,750, $79,050, and $55,800, respectively. The
calculation of the present value of the dividend equivalents is not a
prediction of future dividends or dividend policy, and there is no
assurance that the value of the dividend equivalents realized by an
executive upon exercise of the related options will be at or near the
value calculated as described above.
Option/SAR Exercises and Year-End Value Table
The following table presents certain information regarding the exercise
of stock options during 1993 by any of the Named Officers and regarding
unexercised options held at year-end 1993 by any of the Named Officers.
No SARs were exercised during 1993 or held at year-end 1993 by any of the
Named Officers.
AGGREGATED OPTION/SAR EXERCISES IN 1993
AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs at
Shares at FY-End (#)(3) FY-End ($)(1)(3)(4)
Acquired Value ----------------- --------------------
on Exercise Realized Exercisable/ Exercisable/
(#) ($)(1)(2) Unexercisable Unexercisable
------------ ---------- ----------------- --------------------
<S> <C> <C> <C> <C>
John E. Bryson -- -- 87,600/92,000 484,838/86,080
Bryant C. Danner -- -- 6,667/31,333 0/0
Alan J. Fohrer -- -- 6,134/22,266 17,937/8,963
Harold B. Ray 8,050 71,283 12,667/29,333 46,628/23,312
Charles B. McCarthy, Jr. -- -- 39,582/0 84,360/0
</TABLE>
<PAGE>
<PAGE>12
- ------------
(1) Each option may be exercised for one share of SCEcorp Common Stock at
an exercise price equal to the fair market value of the underlying
Common Stock on the date the option was granted. During the term of
an option, amounts equivalent to dividends, or dividend equivalents,
are accrued on each option at the same time and rate as would be
payable on the number of shares of SCEcorp Common Stock underlying the
option. These amounts accumulate without interest and are payable in
cash or are applicable to the exercise price, only upon exercise of the
related stock option.
(2) The dollar amounts shown are the difference between fair market value
of the SCEcorp Common Stock underlying the options at date of
exercise and the exercise price of the options, plus the value of
dividend equivalents which had accrued on the options and were paid to
the executive or applied to the exercise price by the executive upon
exercise of the related options. If the accrued dividend equivalents
of $40,854 realized upon exercise by Mr. Ray were excluded from the
value realized above, Mr. Ray would have realized $30,429.
(3) No SARs have been granted to any of the Named Officers.
(4) Options have been treated as "in-the-money" if the fair market value
of the underlying stock at year-end 1993 exceeded the exercise price
of the options reduced by then accrued dividend equivalents on the
related stock. The dollar amounts shown are the difference between the
fair market value of the SCEcorp Common Stock underlying all
unexercised in-the-money options at year-end 1993 and the exercise
price of those options reduced by dividend equivalents accrued on the
options at year-end 1993. If the dividend equivalents were not
reflected in determining whether an option is in-the-money and were not
included in determining the value of an option (i.e., they were not
treated as reducing the exercise price), the aggregate value at year-
end 1993 of all unexercised in-the-money options, exercisable and
unexercisable, for Messrs. Bryson, Danner, Fohrer, Ray, and McCarthy
was $114,214/$20,000, $0/$0, $4,168/$2,083, $10,834/$5,416, and
$16,650/$0, respectively.
Retirement Benefits Table
The following table presents estimated gross annual benefits payable
upon retirement at age 65 to the Named Officers in the remuneration and
years of service classifications indicated.
PENSION PLAN TABLE(1)
<TABLE>
<CAPTION>
Years of Service
----------------------------------------------------------------------------------
Remuneration 10 15 20 25 30 35 40
- ------------ -------- -------- -------- -------- -------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
$100,000. . . . . . . . $ 17,500 $ 26,250 $ 35,000 $ 43,750 $ 52,500 $ 57,500 $62,500
150,000. . . . . . . . 26,250 39,375 52,500 65,625 78,750 86,250 93,750
200,000. . . . . . . . 35,000 52,500 70,000 87,500 105,000 115,000 125,000
250,000. . . . . . . . 43,750 65,625 87,500 109,375 131,250 143,750 156,250
300,000. . . . . . . . 52,500 78,750 105,000 131,250 157,500 172,500 187,500
350,000. . . . . . . . 61,250 91,875 122,500 153,125 183,750 201,250 218,750
400,000. . . . . . . . 70,000 105,000 140,000 175,000 210,000 230,000 250,000
450,000. . . . . . . . 78,750 118,125 157,500 196,875 236,250 258,750 281,250
500,000. . . . . . . . 87,500 131,250 175,000 218,750 262,500 287,500 312,500
550,000. . . . . . . . 96,250 144,375 192,500 240,625 288,750 316,250 343,750
600,000. . . . . . . . 105,000 157,500 210,000 262,500 315,000 345,000 375,000
650,000. . . . . . . . 113,750 170,625 227,500 284,375 341,250 373,750 406,250
700,000. . . . . . . . 122,500 183,750 245,000 306,250 367,500 402,500 437,500
750,000. . . . . . . . 131,250 196,875 262,500 328,125 393,750 431,250 468,750
800,000. . . . . . . . 140,000 210,000 280,000 350,000 420,000 460,000 500,000
850,000. . . . . . . . 148,750 223,125 297,500 371,875 446,250 488,750 531,250
900,000. . . . . . . . 157,500 236,250 315,000 393,750 472,500 517,500 562,500
950,000. . . . . . . . 166,250 249,375 332,500 415,625 498,750 546,250 593,750
1,000,000 . . . . . . . 175,000 262,500 350,000 437,500 525,000 575,000 625,000
1,050,000 . . . . . . . 183,750 275,625 367,500 459,375 551,250 603,750 656,250
1,100,000 . . . . . . . 192,500 288,750 385,000 481,250 577,500 632,500 687,500
1,150,000 . . . . . . . 201,250 301,875 402,500 503,125 603,750 661,250 718,750
</TABLE>
- ------------
(1) Estimates are based on the provisions of the Employee Retirement Plan
(the "Retirement Plan") and the Executive Retirement Plan (the
"ERP"), with the following assumptions: (i) Edison's present
<PAGE>
<PAGE>13
Retirement Plan will be maintained, (ii) optional forms of payment
which reduce benefit amounts have not been selected, and (iii) any
benefits in excess of limits contained in the Internal Revenue Code of
1986 (the "Code") and any incremental retirement benefits attributable
to consideration of the annual bonus or participation in Edison's
deferred compensation plans will be paid out of the ERP as unsecured
obligations of Edison.
The Retirement Plans provide monthly benefits at normal retirement age
(65 years) based on a unit benefit for each year of service plus a benefit
determined by a percentage ("Service Percentage") of the executive's
average highest 36 consecutive months of regular salary and, in the case
of the ERP, the average highest three bonuses in the last five years prior
to attaining age 65. The Service Percentage is based on 1-3/4% per year
for the first 30 years of service (52-1/2% upon completion of 30 years'
service) and 1% for each year in excess of 30. Individuals hired prior
to September 1, 1978 are grandfathered into the benefit provisions of the
Retirement Plans as they were then constituted. These grandfathering
provisions may provide slightly higher benefits for individuals who have
less than 22.7 years of service. The actual benefit determined by the
Service Percentage would take into account the unit benefit and be offset
by up to 40% of the executive's primary Social Security benefits. For
management and administrative employees in service on or after January 1,
1988 (operative employees after January 1, 1989), accrual of years of
credited service occurs without regard to attainment of age 65. In
addition, periods during which participants receive benefits under the
Long-Term Disability Plan also count for credit under the Retirement
Plans.
The normal form of benefit is a life annuity with a 50% survivor benefit
following the death of the participant. Retirement benefits are reduced
for retirement prior to age 61. The amounts shown in the Pension Table
above do not reflect reductions in retirement benefits due to the Social
Security offset or early retirement.
At December 31, 1993, Mr. Bryson had completed 9 years of service, Mr.
Danner--1 year, Mr. Fohrer--20 years, Mr. Ray--23 years, and Mr. McCarthy-
- -23 years.
Other Retirement Benefits
Additional post-retirement benefits are provided pursuant to the Income
Continuation Plan and the Survivor Income/Retirement Income Plan under the
Executive Supplemental Benefit Program:
The Income Continuation Plan provides a post-retirement survivor benefit
payable to the beneficiary of the Executive Officer following his or her
death. The benefit is approximately 22% of final compensation (salary at
retirement and the average of the three highest bonuses paid in the five
years prior to retirement) payable for ten years certain. If a Named
Officer's final annual compensation were $1.15 million,(1) the
beneficiary's estimated annual survivor benefit would be $253,000.
The Survivor Income/Retirement Income Plan provides a post-retirement
survivor benefit payable to the beneficiary of the Executive Officer
following his or her death. The benefit is 25% of final compensation
(salary at retirement and the average of the three highest bonuses paid
in the five years prior to retirement) payable for ten years certain. At
retirement, an Executive Officer has the right to elect the Retirement
Income benefit in lieu of the Survivor Income benefit. The Retirement
Income benefit is 10% of final compensation (salary at retirement and the
average of the three highest bonuses paid in the five years prior to
retirement) payable to the Executive Officer for ten years certain
immediately following retirement. If a Named Officer's final annual
compensation were $1.15 million,(1) the beneficiary's estimated annual
survivor benefit would be $287,500. If a Named Officer were to elect the
Retirement Income benefit in lieu of Survivor Income and had final annual
compensation of $1.15 million,(1) the Named Officer's estimated annual
benefit would be $115,000.
- ------------
(1) For purposes of determining the estimated annual benefits payable upon
retirement at normal retirement age for each of the Named Officers,
which is dependent upon final compensation, the highest compensation
level in the "Pension Plan Table" above ($1.15 million) has been used.
<PAGE>
<PAGE>14
The 1985 Deferred Compensation Plan provides a post-retirement survivor
benefit. This plan allowed eligible participants in September 1985 to
voluntarily elect to defer until retirement a portion of annual salary
and annual bonuses otherwise earned and payable for the period October
1985 through January 1990. Messrs. Bryson, Ray and McCarthy participate
in this plan. The post-retirement survivor benefit is 50% of the annual
deferred compensation payable from the participant's account. Survivor
benefit payments begin following completion of the participant's deferred
compensation payments. If the named beneficiary is the executive's
spouse, then survivor benefits are paid as a life annuity, five years
certain; the benefit amount will be reduced actuarially if the spouse is
more than five years younger than the executive at the time of the
executive's death. If the beneficiary is not the spouse, then benefits
are paid for five years only. The annual amounts payable to the surviving
beneficiaries of Messrs. Bryson and Ray at age 65 are $1,260,020 and
$46,324, respectively. Under Mr. McCarthy's resignation agreement
described below in "Employment Contracts and Termination of Employment
Agreements," his payments from this plan will begin in 1995. If death
occurs before plan payments begin, his beneficiaries will receive $95,625
per year for 10 years. If death occurs after payments begin, his
beneficiaries will receive the postretirement survivor benefit described
above and the annual amount payable will be $42,060.
Employment Contracts and Termination of Employment Arrangements
One of the Named Officers, Mr. Danner, executed an employment agreement
when he joined SCEcorp and Edison as Senior Vice President and General
Counsel in 1992. Upon commencement of his employment, Mr. Danner was
conditionally credited with ten years of service with Edison and SCEcorp
for purposes of determining benefits under the ERP, and he will accrue an
additional year of service for each year of employment he completes.
After three years of service, the conditionally credited years will vest
and any subsequent severance will be treated as a retirement for all
executive benefit programs. If Mr. Danner ends his employment voluntarily
before three years are completed, no executive benefits will be payable
except deferred compensation balances and vested stock options. If Mr.
Danner's employment is ended involuntarily before he completes three years
of service, in addition to the above payments, he will receive one year's
salary and a one-year term life insurance policy with a face value of $1
million. In addition, SCEcorp and Edison have agreed to use their best
efforts to make available health care coverage until Mr. Danner and his
spouse reach age 65 with SCEcorp and Edison bearing the cost over the
amount an Edison retiree would bear for coverage in the Edison group plan
with the highest deductible.
One of the Named Officers, Mr. McCarthy, executed an agreement which
provided for termination of his employment pursuant to the Edison
Involuntary Severance Plan for Management and Administrative Employees and
his resignation and retirement as an Executive Officer of Edison effective
December 31, 1993. Pursuant to the terms of the severance plan, Mr.
McCarthy received four weeks of base pay plus one week of base pay for
each year of service which totaled $119,519. Mr. McCarthy was also
eligible for the special retirement window offered as part of the program
and will receive any other benefits generally available to him as an
Edison retiree. Payments under the ERP, the Executive Supplemental
Benefit Program, and the Edison deferred compensation plans have been
deferred until Mr. McCarthy reaches age 55. The ERP benefit will be
calculated as if he were 58 years old with 25 years of service when he
retired. Mr. McCarthy's deferred compensation plan accounts will earn an
estimated $46,216 of preferential interest (that portion of interest that
is considered under SEC rules to be at above-market rates) during the
additional deferral period if the plans are not amended or terminated by
Edison in the interim. Mr. McCarthy will also receive up to $45,000 of
out-placement services to be paid by Edison over a two-year period. In
addition to the basic severance benefit, Mr. McCarthy will be paid the sum
of $106,500 in June of 1994. Stock options held by Mr. McCarthy were
vested upon his termination and shall remain exercisable for their full
terms. Mr. McCarthy was paid a $25,000 retainer fee to provide Edison for
a period of one year with such information and assistance Edison may
require on matters handled by him while he was employed by Edison. Edison
shall compensate Mr. McCarthy at the rate of $150 per hour for time
actually expended providing such assistance.
<PAGE>
<PAGE>15
Compensation Committees' Report(1)
The SCEcorp and Edison Compensation Committees ("Committees") have
responsibility for all executive compensation programs of the companies.
The Committees are composed of the same non-employee directors named at
the end of this report.
The Committees met jointly to consider executive compensation matters
for 1993. The SCEcorp Committee determines salaries and administers the
annual incentive plan for SCEcorp Executive Officers.(2) The Edison
Committee determines salaries and administers the annual incentive plan
for Edison Executive Officers. The salaries and annual incentive awards
of the Executive Officers of other SCEcorp subsidiaries ("Mission
Companies") are determined by their respective boards of directors.
However, the SCEcorp Committee reviews the salaries and annual incentive
awards of the Executive Officers of the Mission Companies to ensure
consistency with overall SCEcorp compensation policies. In addition, the
SCEcorp Committee administers the SCEcorp Officer Long-Term Incentive
Compensation Plan pursuant to which various incentive awards, including
stock options, may be made to Executive Officers of SCEcorp, Edison and
the Mission Companies.
Compensation Policies
The executive compensation programs of SCEcorp and Edison are designed
by the Committees to achieve three fundamental objectives: (1) attract and
retain qualified executives; (2) motivate performance to achieve specific
strategic objectives of the companies; and (3) align the interests of
senior management with the long-term interests of the companies'
shareholders. At present, the basic components of the companies'
executive compensation program are base salaries, annual incentive
compensation (bonuses), and long-term incentive compensation. The
companies also provide broad-based employee benefit plans and certain
other executive benefit plans.
The Committees examined the competitiveness of the companies'
compensation structure through an independent survey of the 11 largest
electric utilities, 8 large west coast companies and 8 telecommunication
companies, essentially the same group of companies which have been
utilized for this purpose for the last several years. The surveyed
companies provide the Committees with important compensation perspectives
within (1) the segment of the electric utility industry most comparable
to Edison, (2) the geographic region in which Edison and SCEcorp are
located, and (3) the nonregulated and diversified utility industry in
which SCEcorp will be competing on an increasing basis in the future,
represented by the telecommunication companies. Survey data was reviewed
for all three groups, but the Committees elected to base their
compensation decisions on data related to the 11 largest electric
utilities. Although this group does not include all of the companies
comprising the indices depicted in the Stock Performance Graphs, the 11
largest electric companies are all included in the Dow Jones Utility Group
Index and are the group of utilities most comparable to SCEcorp and Edison
in terms of size. The Committees' strategy for 1993 compensation planning
was to target cash compensation through salary and bonus of the top ten
executives, in the aggregate, at the median level of the large electric
utilities and provide the potential to earn total direct compensation at
the 75th percentile through long-term incentives directly linked to
competitive performance.
- ------------
(1) Notwithstanding anything to the contrary contained in any document
filed by SCEcorp or Edison with the Securities and Exchange Commission
("SEC"), or elsewhere, this report shall not be deemed to be
incorporated by reference by any general statement incorporating this
proxy statement into any filing under the Securities Act of 1933 ( the
"Securities Act") or the Securities Exchange Act of 1934 (the "Exchange
Act"), except to the extent SCEcorp or Edison specifically incorporate
this report by reference therein, and shall not be deemed soliciting
material or otherwise be deemed filed under either of such acts.
(2) The term "Executive Officers" as used in this report refers to the
Chairman of the Board and Chief Executive Officer, President, elected
Vice Presidents, and Secretary of SCEcorp, Edison, and/or other SCEcorp
subsidiaries.
<PAGE>
<PAGE>16
Section 162(m) of the Internal Revenue Code, which became effective in
1994, generally disallows a tax deduction to public companies for
compensation over $1 million paid to the corporation's Chief Executive
Officer and the four other most highly compensated executive officers.
Certain exceptions are provided for non-discretionary, performance-related
compensation. Compensation realized upon the exercise of non-qualified
stock options granted before 1997 under the LTICP would generally not be
included in determining whether the deductibility limits are exceeded.
Based on their understanding of Section 162(m) in the context of the
compensation programs of SCEcorp and Edison, the Committees consider it
unlikely that the compensation level of any executive officer in 1994
would exceed the deductibility limits under Section 162(m).
The Committees will continue to monitor the compensation programs of
SCEcorp and Edison in light of the potential impact of Section 162(m), to
the extent it is determinable. The Committees' general intent is to
design and administer the SCEcorp and Edison compensation programs in a
manner that will preserve the deductibility of compensation payments to
Executive Officers. However, the Committees may authorize compensation
which is not deductible in limited circumstances where it seems
appropriate to do so in the overall best interests of the corporations,
and consistent with the Committees' other compensation policies described
above.
1993 Base Salaries
Base salary adjustments are considered by the Committees on an annual
basis. The Committees examine both the competitiveness of the companies'
salary structures and the salaries of individual Executive Officers. The
compensation survey indicated that, in the aggregate, base salaries of the
Executive Officers were in the lowest quartile of utility companies
surveyed.
The factors considered by the Committees in December 1992, when they set
Mr. Bryson's base salary for 1993, included the overall financial
performance of the companies, the relationship of his compensation to the
average compensation of other chief executive officers of the surveyed
companies, and the Committees' assessment of Mr. Bryson's performance as
CEO of SCEcorp and Edison. The Committees also considered Mr. Bryson's
leadership of the companies, particularly with respect to strategic
planning and competitive performance . Based on consideration of these
factors, Mr. Bryson's base salary for 1993 was increased by the Committees
by 7.14% to $600,000. The Committees believed this increase was
appropriate and consistent with their objective to bring the base salary
for the Chief Executive Officer to the median level of the 11 largest
electric utilities. Even with this increase, the base salary component
of Mr. Bryson's compensation remained below the average of those
companies. In December 1992, the Committees also approved salary
adjustments averaging 7% for the other Executive Officers to recognize
individual performance and to bring base salaries closer to the median of
the companies surveyed.
Incentive Compensation Awards for 1993 Performance
Annual incentive compensation is determined on the basis of overall
corporate performance and the Committees' assessment of the individual
Executive Officer's performance. Awards are made at the discretion of the
Committees and are not formula-based. An Edison Corporate Achievement
Agenda for 1993 was adopted by the Edison Committee pertaining to
Competitive Performance, Customers, Regional Leadership --Community &
Environment, Organizational Effectiveness, Regulatory and Public Affairs,
and Shareholder Value. Specific performance indicators within each area
of achievement were identified, such as achieving a return on rate base
within 20 basis points of the authorized return and increasing customer
satisfaction by 5% over established baselines.
When the Committees met in February 1994 to determine annual incentive
awards for 1993 performance by Mr. Bryson and the other Executive
Officers, they considered whether the stated 1993 objectives for each of
the areas of achievement had been attained by Edison and the Mission
companies, and reviewed other significant events during the year. In
analyzing results, the Committees gave more weight to goals related to the
financial performance of the companies. The Committees determined that
Edison met or exceeded all of its established objectives. Mission Energy
Company was unable to meet its 1993 objectives. Mission First Financial
had solid performance, but fell slightly short of its earnings goals. In
addition to company<PAGE>
<PAGE>17
performance, the Committees considered the achievement of each officer
measured against performance pledges targeted at his or her area of
responsibility and the resulting contribution to overall corporate
performance. In determining the annual incentive awards for the senior
SCEcorp Executive Officers, including Mr. Bryson, the Committees
considered the performance of the three major SCEcorp subsidiaries which,
as described above, varied significantly.
Mr. Bryson was eligible for a 1993 annual incentive award of up to 65%
of his base salary, or $390,000. The Committees approved an award of
$325,000, which was 83% of Mr. Bryson's full award potential. Mr.
Bryson's 1993 award was lower than his maximum award potential (and lower
than his 1992 award) primarily because of the disappointing results at
Mission Energy Company and the decrease in total shareholder return. This
reduction was mitigated, to some extent, by the Committees' subjective
assessment of Mr. Bryson's overall, individual performance, with
particular focus on his role as CEO of SCEcorp and Edison in leading
management's efforts to achieve 1993 goals. Factors the Committee found
significant were his management of the changing environment at Edison, his
leadership in a challenging management transition at Mission Energy
Company, and his involvement in national and international issues at the
highest levels as a spokesperson and representative of the companies.
In determining 1993 incentive awards for the other Executive Officers,
the Committees considered the corporate results discussed above and
evaluated the overall, individual performance of each Executive Officer,
including the contributions made toward achieving the 1993 corporate
objectives. As a result of this process, annual incentive awards were
approved for Edison Executive Officers which totalled 79% of the maximum
potential award amount.
Long-Term Compensation Awards
Long-term compensation is comprised of incentive opportunities under the
SCEcorp Long-Term Incentive Compensation Plan. This plan is designed to
more closely align the long-term interests of senior management and the
companies' shareholders and reward Executive Officers for delivering long-
term value to the shareholders of the companies. All options and prices
discussed below have been adjusted to reflect the two-for-one SCEcorp
stock split effective June 1, 1993.
Under this Plan, the SCEcorp Committee awarded ten-year nonqualified
stock options with dividend equivalents to Executive Officers in 1993.
The options have a three-year vesting cycle and the option price was the
fair market value of SCEcorp Common Stock on the date of grant. Based on
data obtained in the compensation survey described above, a range of long-
term incentive compensation award values was developed. The ranges of
values were converted to options using the binomial variation of the
Black-Scholes option pricing method. Options were awarded to Executive
Officers at the discretion of the Committee. Options covering a total of
297,800 shares, at an option price of $21.9375 per share were granted to
Executive Officers in January 1993. Options covering a total of 20,000
shares were granted to a new Executive Officer in August 1993 at an option
price of $20.1875 per share.
The SCEcorp Committee approved a January 1993 award to Mr. Bryson of
44,000 10-year nonqualified stock options with dividend equivalents. This
award reflects the Committee's commitment to link a significant portion
of Mr. Bryson's compensation directly to the value provided to
shareholders by SCEcorp stock and dividends. Although the number of
shares to be covered by the options awarded to Mr. Bryson was at the lower
end of the range indicated by the survey of competitive companies, the
Committee believed the selected amount would be appropriate and consistent
with its objective that performance by Mr. Bryson and the companies would
translate into value for the shareholders in the form of stock
appreciation and dividend growth.
<PAGE>
<PAGE>18
The Mission Companies
The SCEcorp Committee also reviewed the salaries and annual incentive
awards of the Executive Officers of the Mission Companies. Salary actions
taken by their respective boards of directors were examined in light of
the performance of the companies and survey data of competitive firms to
maintain consistency with overall SCEcorp compensation policies.
Incentive Awards were based on company and individual performance in
various areas of achievement including Financial Performance, Effective
Budgeting and Cost Control, Operational Efficiency, Comprehensive and
Effective Business Planning and Development, High Employee Productivity,
Capital Access, New Projects and Overall Management Effectiveness. The
discretionary 1993 annual incentive awards for the Executive Officers of
the Mission Energy Company and Mission First Financial averaged 4% and
80%, respectively, of their maximum possible awards.
Compensation Committees of the
SCEcorp and Edison Boards of Directors
Charles D. Miller Joseph J. Pinola
(Chairman) E. L. Shannon, Jr.
Norman Barker, Jr. Daniel M. Tellep
Camilla C. Frost
February 17, 1994
Compensation Committee Interlocks and Insider Participation
The Compensation Committee members whose names appear on the
Compensation Committees' Report above were members of the Committees since
April 15, 1993.
Mr. Howard P. Allen was a member of the SCEcorp and Edison Compensation
Committees until February 18, 1993. Mr. Allen is a former officer of both
SCEcorp and Edison, as well as of several of the nonutility subsidiaries
of SCEcorp. Mr. Roy A. Anderson was a member of the SCEcorp and Edison
Compensation Committees until April 15, 1993.
Stock Performance Graphs(1)(2)
Set forth below are two line graphs comparing the yearly percentage
change in the cumulative total shareholder return for the last five fiscal
years on the SCEcorp Common Stock (assuming an initial investment of $100
on December 31, 1988), based on the market price of the Common Stock and
assuming dividend reinvestment, with the cumulative total return for the
last five fiscal years of companies in (i) the Standard and Poor's 500
Stock Index ("S&P 500") and the Dow Jones Utility Average Index ("DJUA"),
and (ii) the S&P 500 and the Dow Jones Electric Utilities Group Index
("Dow 49"), respectively. Four of the 15 companies in the DJUA are
primarily involved in the natural gas industry. The Dow 49 contains 49
utility companies that are only electric or combination (electric and gas)
companies. Both indices are published daily in The Wall Street Journal.
SCEcorp is included in both the DJUA and the Dow 49.
<PAGE>
<PAGE>19
5-Year Returns for SCEcorp, S&P 500 & DJUA
<TABLE>
<CAPTION>
12/31/88 12/30/89 12/29/90 12/31/91 12/31/92 12/31/93
<S> <C> <C> <C> <C> <C> <C>
SCEcorp 100 130.62 134.57 177.03 177.52 171.69
S&P 500 100 131.69 127.60 166.47 179.15 197.21
DJUA 100 135.63 129.44 149.18 155.26 170.21
</TABLE>
5-Year Returns for SCEcorp, S&P 500 & Dow 49
<TABLE>
<CAPTION>
12/31/88 12/30/89 12/29/90 12/31/91 12/31/92 12/31/93
<S> <C> <C> <C> <C> <C> <C>
SCEcorp 100 130.62 134.57 177.03 177.52 171.69
S&P 500 100 131.69 127.60 166.47 179.15 197.21
Dow 49 100 130.84 133.48 173.00 184.86 206.42
</TABLE>
- ------------
(1) Notwithstanding anything to the contrary contained in any document
filed by SCEcorp or Edison with the SEC or elsewhere, these graphs
shall not be deemed to be incorporated by reference by any general
statement incorporating by reference this proxy statement into any
filing under the Securities Act or the Exchange Act, except to the
extent SCEcorp or Edison specifically incorporates these graphs by
reference therein, and shall not be deemed soliciting material or
otherwise be deemed filed under either of such Acts.
(2) The historical stock performance depicted on the graphs is not
necessarily indicative of future performance. The Companies will not
make or endorse any predictions as to future stock performance or
dividends.
<PAGE>
<PAGE>20
Certain Additional Affiliations and Transactions of Nominees and Executive
Officers
In 1993, WRG, a management consulting firm of which Mr. John Danner is
a partner, was paid $750,762.68 by Edison and $1,003,069.40 by SCEcorp for
consulting services provided in late 1992 and 1993. Mr. Danner is the
brother of Bryant C. Danner, Senior Vice President and General Counsel of
SCEcorp and Edison.
In 1992, Mr. Michael R. Peevey entered into a consulting agreement with
SCEcorp, effective upon his retirement in 1993 as President and Director
of SCEcorp and Edison. Under this agreement, Mr. Peevey will be paid
$20,833 monthly for a period of two years. Should this agreement
terminate due to Mr. Peevey's resignation to accept a full-time
governmental position in which he is precluded from continuing as a
consultant, he is entitled to a lump-sum payment equal to $10,417
multiplied by the number of months remaining between his resignation and
the second anniversary of the date of his retirement from SCEcorp.
SCEcorp and Edison believe that any transactions described above are
comparable to those which would have been undertaken under similar
circumstances with nonaffiliated entities or persons.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Exchange Act requires SCEcorp's and Edison's
respective Directors and Officers, and persons who own more than 10% of
a registered class of SCEcorp's or Edison's respective equity securities,
to file reports of ownership and changes in ownership of such equity
securities with the SEC and the New York Stock Exchange, Inc. Directors,
Officers and greater than 10% shareholders are required by SEC regulations
to furnish SCEcorp or Edison, as the case may be, with copies of all
Section 16(a) forms they file.
Based solely on a review of the copies of such forms furnished to the
respective companies, or written representations that no Forms 5 were
required, SCEcorp and Edison, respectively, believe that from January 1,
1993 through December 31, 1993, their Directors, Officers and greater than
10% beneficial owners complied with all Section 16(a) filing requirements,
except that three reports covering three transactions were filed late by
H. E. Morgan, Jr., an Edison Officer, and one report covering one
transaction was filed late by Michael R. Peevey, an SCEcorp and Edison
Officer and Director. Each transaction was in SCEcorp Common Stock.
Messrs. Morgan and Peevey retired on March 1, 1993.
Committees and Compensation of the Boards of Directors
The Committees of each of the SCEcorp and Edison Boards are the
Executive Committee, Audit Committee, Finance Committee, Compensation
Committee and Nominating Committee. The major functions of each of these
committees are described briefly below. The composition of each
respective committee is the same for SCEcorp and Edison.
Executive Committees. Each Executive Committee is empowered to exercise
the authority of the SCEcorp or Edison Board, as applicable, in the
management of the business and the affairs of SCEcorp or Edison, as
applicable, between meetings of the SCEcorp or Edison Board, as
applicable, except to the extent limited by the California General
Corporation Law.
Audit Committees. Each Audit Committee meets regularly with the
management of SCEcorp or Edison, as applicable, the independent public
accountants and the internal auditors to make inquiries regarding the
manner in which the responsibilities of each are being discharged and
reports thereon to the SCEcorp or Edison Board, as applicable. In
addition, each Audit Committee recommends to the SCEcorp or Edison Board,
as applicable, the annual appointment of the independent public
accountants with whom the Audit Committee reviews the scope of audit and
other engagements and the related fees, the accounting principles being
applied by SCEcorp or Edison, as applicable, in financial reporting, the
scope of internal financial auditing procedures and the adequacy of
internal accounting controls.
Finance Committees. Each Finance Committee, formerly the Budget
Committee, regularly reviews the financial structure of their respective
companies. In addition, the SCEcorp Finance Committee reviews the
financial planning process and investment outlook for SCEcorp and its
nonutility subsidiaries, and approves<PAGE>
<PAGE>21
certain committed investments thereof. The Edison Finance Committee
reviews the five year capital expenditure outlook, financing plans, total
revenue requirements and earnings trends of Edison as well as approving
certain capital projects.
Compensation Committees. Each Compensation Committee periodically
reviews the compensation of the SCEcorp or Edison Executive Officers, as
applicable, and approves appropriate adjustments which are reported to the
SCEcorp or Edison Board, as applicable. Additional information as to the
Compensation Committees' duties are described in the "Compensation
Committees' Report" above.
Nominating Committees. Each Nominating Committee periodically consults
with the management of SCEcorp or Edison, as applicable, reviews
suggestions of candidates for Director made by shareholders and makes
recommendations to the SCEcorp or Edison Board, as applicable, regarding
the composition of the SCEcorp or Edison Board, as applicable, and
selection of individual candidates for election to the SCEcorp or Edison
Board, as applicable. Suggestions by shareholders for candidates should
be submitted in writing, accompanied by biographical material for
evaluation and sent to the office of the Secretary, SCEcorp and/or Edison,
P.O. Box 800, Rosemead, California 91770.
Compensation of Directors. During 1993, each Director who was not an
Executive Officer of SCEcorp or Edison received $20,000 plus $1,200 for
each meeting attended. Each Director who was not an Executive Officer and
was a member of an Executive Committee received $2,000 in 1993 plus $1,000
for each meeting of that Committee attended. Each Director who was not
an Executive Officer and was a member of an Audit Committee, Finance
Committee, Compensation Committee or Nominating Committee received $1,000
for each meeting of those Committees attended. Each Director who was not
an Executive Officer and was a Chairman of any of the Committees received
$3,000 in 1993.
Since each Director serves on both SCEcorp and Edison Boards and the
same committees of each Board, the yearly retainers and meeting fees
described above represent aggregate amounts for such service on both the
SCEcorp and Edison Boards, except that separate meeting fees are paid for
each meeting of one of the SCEcorp or Edison Boards, or one of the
committees, that is not held in conjunction with a meeting of the
corresponding Board or committee. It is the usual practice of SCEcorp and
Edison that meetings of the SCEcorp and Edison Boards, and of
corresponding committees, are held in conjunction with each other and a
single meeting fee is paid to each Director for each set of meetings.
Pursuant to the SCEcorp Director Incentive Compensation Plan, which was
approved by the SCEcorp shareholders in 1992, each Director of SCEcorp and
Edison is automatically granted 200 shares of SCEcorp Common Stock upon
election or reelection to their respective Boards. Directors serving on
both Boards receive only one award per year.
SCEcorp and Edison maintain identical retirement plans for Directors.
Under the terms of the plans, retiring or resigning Directors in good
standing who have reached age 65 with at least five years of service on
the SCEcorp or Edison Board are entitled to receive an annual retirement
benefit in the amount of the yearly retainer and 10 monthly meeting fees
as in effect on the date of termination of service. These amounts will
be paid quarterly to the retired or resigned Director (or, upon death, to
his or her spouse) for an interval equal to the term of service on the
SCEcorp or Edison Board. Certain periods of uninterrupted government
service are taken into account for benefit purposes. Such service must
have (i) been completed before 1982, (ii) required a break in service from
the Board, and (iii) been followed by reelection to the Board.
Simultaneous service on both Boards does not duplicate benefits earned
under the plans.
Under the terms of the Edison 1985 Deferred Compensation Plan for Edison
Directors who were on the Board and enrolled in the Plan in September
1985, Directors were eligible to defer up to $94,350 of their compensation
from October 1, 1985 through December 31, 1989. These amounts are
deferred until the participant ceases to be a Director, dies or attains
a predetermined age of at least 65, but no greater than 72. The account
may be paid in installments of 10 or 15 equal annual installments or 120
or 180 equal monthly installments. If a participant dies before payments
have begun, his or her beneficiary will receive the account payments over
the term elected by the participant. In addition, the beneficiary will
receive annual payments equal to 75% of the participant's total deferred
commitment for ten years. If a participant dies after payments have
begun, the remainder of his or her account will continue to be paid to the
beneficiary. Following the completion of these payments, if the
beneficiary is the surviving spouse, the<PAGE>
<PAGE>22
person will be entitled to a five-year certain life annuity equal to 50%
of the payments the participant had been receiving. If the beneficiary
is someone other than a spouse, such payments will be made for five years
only. Preferential interest (interest considered under SEC rules to be
at above-market rates) in the amounts of $5,867, $12,526, $9,380, $12,526,
$12,526, $12,526, $12,526, $12,526, and $12,526, were credited in 1993 on
the accounts of Messrs. Anderson, Barker, Christopher, Gerken, Hanley,
Huntsinger, Rosser, Segerstrom, and Zapanta, respectively. All amounts
payable under this plan are treated as unsecured obligations of Edison.
Under the Deferred Compensation Plans for Edison Directors from 1987 to
1989, Directors were eligible to defer up to 100% of their annual retainer
and 12 monthly meeting fees. Since 1990, Directors are eligible to defer
up to 100% of their Board compensation, including any retainers, and any
meeting fees. These amounts are deferred until a specified year,
retirement, death or discontinuance of service as a Director.
Compensation deferred until a specified year may be paid as a single lump
sum or in 12 monthly payments. Compensation deferred until retirement or
death may be paid as a single lump sum or in monthly installments for 60
months or 120 months. Compensation deferred until discontinuance of
service as a Director may be paid as a single lump sum or in three annual
installments. Preferential interest (interest considered under the SEC
rules to be at above-market rates) in the amounts of $4,070, $351, $4,499,
$3,850, $4,118, $3,263, $3,618, and $171, were credited in 1993 on the
accounts of Messrs. Anderson, Christopher, Gerken, Huntsinger, Rosser,
Segerstrom, Shannon, and Smith, respectively. All amounts payable under
these plans are treated as unsecured obligations of Edison.
In 1990, following his retirement as Chairman of the Board, President
and Chief Executive Officer of SCEcorp and Edison, Mr. Allen entered into
a consulting agreement with Edison. In 1993, Mr. Allen received $250,000
as compensation for his services under the consulting agreement and will
continue to be compensated at an annual rate of $250,000 through December
31, 1995.
Meetings and Attendance
During 1993, the SCEcorp and Edison Audit Committees met four times
each, the Finance Committees met four times each, the Compensation
Committees met six times each, and the Nominating Committees met once.
The Edison Executive Committee met eight times, while the SCEcorp
Executive Committee met once. The SCEcorp and Edison Boards met 10 times
each during 1993.
During 1993, all Directors attended 75% or more of the aggregate total
meetings of the SCEcorp and Edison Boards (held during the period for
which each person had been a Director) and Committees of the SCEcorp and
Edison Boards on which they served (during the periods that each person
served) with the exception of Mr. Huntsinger. However, Mr. Huntsinger
attended 80% of the aggregate total meetings of the SCEcorp and Edison
Boards held during 1993.
SCEcorp SHAREHOLDERS ONLY
ITEM NO. 2 -- SHAREHOLDER PROPOSAL REGARDING
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION
The following proposal has been submitted by a shareholder for action
at the SCEcorp annual meeting. To be approved, this proposal must receive
affirmative votes from a majority of the shares represented and voted at
the annual meeting, including only votes actually cast and excluding
abstentions and broker non-votes. Proxies solicited by the Board of
Directors will be voted "AGAINST" this proposal unless shareholders
specify otherwise in their proxies.
The name, address and the number of shares held by the proponent will
be furnished, either orally or in writing as requested, promptly upon
receipt of any oral or written request to SCEcorp. Written requests
should be addressed to the Secretary of SCEcorp, P.O. Box 999, Rosemead,
California 91770; oral requests should be directed to (818) 302-1391.
Shareholder Proposal
"RESOLVED: That the shareholders of SCE Corporation recommend that the
Board of Directors take the necessary steps to institute a salary ceiling
such that no senior executive officer or director or consultant
<PAGE>
<PAGE>23
acting in the capacity of an executive officer or director of the Company
receive a combined salary and other compensation which is more than one
hundred fifty percent (150%) of the salary provided to the President of
the United States."
Statement of Proponent Supporting this Recommendation
"There is no corporation which exceeds the size or has the complexity
of the government of the United States run by the President of the United
States. Even most government agencies far exceed the size, as measured
by personnel and budget of any private corporation. The President of the
United States receives a salary of $200,000, while the heads of agencies
and even members of Congress are paid somewhat in excess of $100,000.
"In order to overcome even the appearance that officers of public
corporations run the corporations for their benefit rather than for the
benefit of the shareholders, the salary and compensation should not exceed
that set forth above. Usually, there is no direct correlation between the
profitability of a corporation and the compensation to officers. In fact,
in many corporations, the compensation increases even as profits fall.
Thus, it is clear that compensation does not usually serve as an incentive
for a better run or more profitable corporation. Any officer who believes
he can better his corporation should be sufficiently motivated by stock
options or by his purchase of stock on the open market.
"There is a general consensus in the United States that corporate
officials are grossly overpaid and that this state of affairs is
promulgated by the `hands off' policy of Boards of Directors. Many
Qualified people would gladly step in and do as good a job as the
incumbent officers of the Corporation and they would have no hesitation
to serve under the aforementioned ceiling on compensation.
"If you agree, please mark your proxy FOR this resolution."
Recommendation of Your Board of Directors "AGAINST" This Proposal
It is unclear whether the proponent intended this proposal to apply to
SCEcorp alone or to SCEcorp and its subsidiaries. If intended to apply
to SCEcorp, the proposal would be impossible to implement since SCEcorp
has no employees. If intended to apply to SCEcorp and its subsidiaries,
including Edison, the proposal raises many other concerns.
For example, if applied to SCEcorp and its subsidiaries, the Board of
Directors believes that a salary ceiling would severely limit the
companies' ability to recruit, motivate and retain talented senior officer
employees. In addition, the proposal would unduly restrict management's
discretion and ability to hire consultants necessary to efficiently
perform numerous services relating to the companies' day-to-day
operations. Such consultants might include outside experts in financial,
accounting, engineering, legal, computer systems, and insurance fields.
Many factors properly cause a company's management to pay an individual
more compensation than the proposal suggests. For example, setting
compensation levels for employees or potential employees requires
management to consider, among other things, the company's financial
condition and personnel requirements, an individual employee's value to
the company, the employee's prior experience and compensation history, and
the industry's prevailing compensation levels in the industry for similar
positions. Outside consultant compensation is determined by market forces
of supply and demand for individuals having the expertise to provide
needed services.
The proposal introduces a compensation limit which has no rational
connection to the companies' business or the industries in which they
operate. If the proposal were implemented, there is a substantial risk
that employees and consultants affected by the proposed compensation
ceiling would not choose to be employed by the companies should
competitive market forces place a higher value on their services.
Considering the competitive markets in which Edison and the Mission
Companies operate, the Board does not believe that there are, as stated
by the proponent, "[m]any [q]ualified people [who] would gladly step
<PAGE>
<PAGE>24
in and do as good a job as the incumbent officers," under the proposed
salary ceiling. Individuals whose compensation might exceed the proposed
limits are generally exceptionally qualified and are in great demand.
There is a limited number of such people that could be hired by the
companies.
The proposal recommends that no executive officer or director receive
a combined salary "and other compensation" of more than 150% of the salary
of the President of the United States. The proposal is misleading in that
it fails to describe the full range of benefits that the President
receives. In addition to $200,000 per year base compensation, the
President receives considerable sums for general and residential expenses,
for expenses to meet unanticipated needs, and for other office expenses
including vehicles, supplies, travel and entertainment. Furthermore, the
President is the beneficiary of a generous pension. The proposal does not
address whether benefits provided by the companies (such as profit
sharing, health insurance, and pension plans) are included in the
definition of "other compensation" and therefore limited by the proposal.
It would be difficult for the proposal to be implemented due to this
vagueness.
For these reasons, your Board of Directors recommends a vote "AGAINST"
this proposal.
Stock Ownership of Certain Shareholders
The following table presents certain information regarding shareholders
who are known to SCEcorp or Edison to be beneficial owners of more than
5% of any class of SCEcorp's or Edison's voting securities as of December
31, 1993:
<TABLE>
<CAPTION>
Amount and
Nature of
Beneficial Percent
Class of Stock Name and Address of Shareholder Ownership(1) of Class
- -------------- ------------------------------- ------------ --------
<S> <C> <C> <C>
Edison Common Stock SCEcorp 434,888,104(2) 100%
2244 Walnut Grove Avenue
Rosemead, California 91770
Edison IDS Financial Corporation 205,750(3) 5.9%
$100 Cumulative IDS Tower 10
Preferred Stock Minneapolis, Minnesota 55440
SCEcorp Common Stock First Interstate Bancorp 53,053,898(4) 11.9%
633 W. Fifth Street
Los Angeles, California 90017
</TABLE>
- ------------
(1) Unless otherwise indicated, shares are held in shareholder's name.
(2) In the formation of the holding company, SCEcorp became the holder of
all issued and outstanding shares of Edison Common Stock on July 1,
1988. This amount has been adjusted for the two-for-one split of
SCEcorp Common Stock effective June 1, 1993.
(3) Shareholder shares voting and investment power with American Express
Company, American Express Tower, World Financial Center, New York, New
York 10285; however, American Express has disclaimed beneficial
ownership of the reported shares.
(4) Shares are generally held in trust by certain of First Interstate
Bancorp's subsidiary banks in their fiduciary capacities. One such
subsidiary, First Interstate Bank of California, acts as Trustee for
Edison employees participating in the SSPP and the ESOP. In such
capacities it held, as of December 31, 1993, 51,829,241 shares of the
class, or 11.5%, in its nominee names. SSPP and ESOP Plan shares are
voted in accordance with instructions given by employees, whether
vested or not. SSPP shares for which instructions are not received may
be voted by the Trustee in its discretion. ESOP shares for which
instructions are not received by the Trustee will not be voted.
<PAGE>
<PAGE>25
INDEPENDENT PUBLIC ACCOUNTANTS
The SCEcorp and Edison Boards have appointed Arthur Andersen & Co. as
independent public accountants to conduct the annual examination of the
financial statements of SCEcorp and Edison for the year ending December
31, 1994. Arthur Andersen & Co. is an international public accounting
firm which provides leadership in public utility accounting matters.
Representatives of Arthur Andersen & Co. are expected to be present at
the respective annual meetings of SCEcorp and Edison. At the annual
meeting they will have the opportunity to make a statement if they so
desire, and they are expected to be available to respond to appropriate
questions.
SHAREHOLDER PROPOSALS FOR 1995 ANNUAL MEETINGS
Under the SCEcorp and Edison Bylaws, shareholders intending to bring
any business before an Annual Meeting of Shareholders of either SCEcorp
or Edison, including nominations of persons for election as directors,
must give written notice to the Secretary of SCEcorp or Edison, as the
case may be, of the business to be presented. The notice must be received
at the SCEcorp or Edison offices within the periods and must be
accompanied by the information and documents specified in their respective
bylaws. A copy of the bylaws may be obtained by writing to the Secretary
of SCEcorp or Edison.
Assuming that the 1995 Annual Meetings of Shareholders are held on
April 20, 1995, as currently specified by the bylaws, the period for the
receipt by either company of notice of business to be brought by
shareholders before the 1995 Annual Meetings of Shareholders will commence
on December 21, 1994 and end on February 19, 1995.
Shareholder proposals intended to be included in SCEcorp's or Edison's
respective proxy statement and forms of proxy relating to their respective
1995 annual meetings must be received by SCEcorp or Edison, as the case
may be, no later than November 3, 1994, under the SEC's shareholder
proposal rule.
Availability of Form 10-K
The SCEcorp and Edison Annual Reports on Form 10-K, including the
financial statements and the financial statement schedules, required to
be filed with the SEC pursuant to Rule 13a-1 of the Exchange Act, for the
fiscal year ended December 31, 1993, will be furnished without charge to
their respective shareholders upon written request. This report is
expected to be available for distribution after March 31, 1994. A copy
may be requested by writing to Treasurer's Department, Attention: Long-
Term Finance, SCEcorp, 2244 Walnut Grove Avenue, P.O. Box 999, Rosemead,
California 91770, or Treasurer's Department, Long-Term Finance, Southern
California Edison Company, 2244 Walnut Grove Avenue, P.O. Box 800,
Rosemead, California 91770, as the case may be.
OTHER MATTERS
If any matters not referred to in the proxy properly come before the
meeting, including shareholder proposals which have been excluded pursuant
to Rule 14a-8 under the Exchange Act ("Rule 14a-8"), the persons named in
the proxy will vote the shares represented thereby in accordance with
their judgment. Discretionary authority to do so is included in the
proxy.
The SCEcorp and Edison Boards of Directors were not aware at a
reasonable time before solicitation of proxies began of any other matters
that would be presented for action at the meeting.
Dated March 11, 1994.
For the Boards of Directors,
KENNETH S. STEWART, Secretary
SCEcorp and
Southern California Edison Company
<PAGE>
<PAGE>
SCEcorp
P.O. Box 350
Rosemead, CA 91770
Dear Shareholder:
You are a participant in either the Stock Savings Plus Plan or Employee
Stock Ownership Plan. We have enclosed a proxy card and return envelope
for the shares you hold outside the Employee Plans. Under separate
cover, a package will be mailed to you for your stock plan account(s)
which contains a proxy statement, annual report, voting instruction cards,
and return envelope.
Each year we mail out over 350,000 copies of the SCEcorp Annual Report.
That demand grows each year. If you do not intend to keep your copy
of the Annual Report, please return it to our office so that we can
redistribute it. Send it via Pony Mail to:
Corporate Governance
Room 114, G.O. 1
Thank you.
The Board of Directors Recommends a vote FOR item 1, and AGAINST item 2.
<TABLE>
<CAPTION>
(1) ELECTION OF DIRECTORS:
<S> <C> <C>
FOR ___ WITHHOLD ___ (INSTRUCTIONS: To withhold authority to vote for any
all nominees listed Authority to vote individual nominee, write that nominee's name in the
on the reverse side for all nominees space provided below.)
(except as marked to on the reverse
the contrary to the right) side ___________________________________________________
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
(2) SHAREHOLDER PROPOSAL FOR AGAINST ABSTAIN
ON EXECUTIVE OFFICER ___ ___ ___
AND DIRECTOR COMPENSATION
</TABLE>
PLEASE MARK ALL
_____________________________ CHOICES LIKE THIS X
ACCOUNT NUMBER ---
SIGNATURE_________________________DATE____________
SIGNATURE_________________________DATE____________
<PAGE>
TO ALL PARTICIPANTS IN THE EMPLOYEE STOCK OWNERSHIP PLAN:
The Employee Stock Ownership Plan makes provision for you to give the
Trustee confidential instructions as to how you wish the stock held by you
in the Plan to be voted at the annual meeting of shareholders of SCEcorp,
which will be held on April 21, 1994. You have one vote for each share of
stock credited to your account through February 1, 1994.
Enclosed is a copy of SCEcorp's 1993 Annual Report and a Joint Proxy
Statement which sets forth the business to be transacted at the annual
meeting. Please indicate your instructions on the other side of this form,
sign, date and send it directly to FIRST INTERSTATE BANK OF CALIFORNIA,
Trustee under the Plan, in the enclosed business reply envelope.
Georgia R. Nelson
Chairperson, Employee Benefits/
Health Care Committee
THE STOCK WILL BE VOTED OR NOT VOTED AS DIRECTED. IN ORDER THAT THE TRUSTEE
MAY PROPERLY CARRY OUT YOUR INSTRUCTIONS, IT MUST RECEIVE THIS FORM BEFORE
5:00 P.M. ON APRIL 19, 1994. ALL STOCK FOR WHICH THE TRUSTEE HAS RECEIVED
NO INSTRUCTIONS BY THAT TIME WILL NOT BE VOTED.
(TO BE SIGNED ON OTHER SIDE)
<PAGE>
<PAGE>
FIRST INTERSTATE BANK OF CALIFORNIA, Trustee
Employee Stock Ownership Plan of Southern California Edison Company
Pursuant to the provisions of the Employee Stock Ownership Plan for
employees of Southern California Edison Company, you are instructed as
follows with respect to voting or not voting the shares of stock credited
to me in the Plan as of February 1, 1994, at the annual meeting of
shareholders of SCEcorp to be held on April 21, 1994, or at any
adjournment or postponement thereof.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
THE DIRECTORS 1. ELECTION OF DIRECTORS................... __ FOR THE NOMINEES __ WITHHOLD
RECOMMEND A ________________________________________ LISTED (EXCEPT AS VOTE ON ALL
VOTE OF "FOR" ________________________________________ WRITTEN TO THE NOMINEES
CONTRARY AT LEFT) LISTED
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
THE DIRECTORS 2. SHAREHOLDER PROPOSAL REGARDING FOR AGAINST ABSTAIN
RECOMMEND A OFFICER AND DIRECTOR COMPENSATION........ ___ ___ ___
VOTE OF
"AGAINST"
</TABLE>
You are instructed to vote my shares as indicated above.
VOTING WHERE NO INDICIATION IS SHOWN, PLEASE VOTE FOR ITEM 1
INSTRUCTIONS AND AGAINST ITEM 2. In addition, please confer upon the
TO THE proxyholders authority to vote in their discretion on
TRUSTEE such other matters as may properly come before
the meeting.
Dated__________________,1994________________________________
(Signature)
NOMINEES FOR DIRECTORS
----------------------
H. P. ALLEN N. BARKER, JR.
J. E. BRYSON C. C. FROST
W. B. GERKEN J. C. HANLEY
C. F. HUNTSINGER C. D. MILLER
L. G. NOGALES J. J. PINOLA
J. M. ROSSER H. T. SEGERSTROM
E. L. SHANNON, JR. R. H. SMITH
D. M. TELLEP J. D. WATKINS
E. ZAPANTA
(PLEASE SEE REVERSE SIDE)
<PAGE>
<PAGE>
SCEcorp (logo)
P.O. Box 350
2244 Walnut Grove Avenue
Rosemead, CA 91770
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
JOHN E. BRYSON and ALAN J. FOHRER are hereby appointed proxies of
the undersigned with full power of substitution to vote all shares of
stock the undersigned is entitled to vote at the annual meeting of
shareholders of SCEcorp to be held at Industry Hills and Sheraton Resort,
One Industry Hills Parkway, City of Industry, California, on April 21,
1994, at 10 a.m., or at any adjournment or postponement of the meeting,
with all the powers and discretionary authority the undersigned would
possess if personally present at the meeting on the matters listed on the
other side.
The proxies are instructed to vote as indicated on the other side.
WHERE NO INDICATION IS SHOWN, THEY ARE TO VOTE FOR ITEM 1 AND AGAINST ITEM 2.
In addition, they may vote in their discretion on such other matters as
may properly come before the meeting.
NOMINEES FOR DIRECTORS
----------------------
H. P. ALLEN N. BARKER, JR.
J. E. BRYSON C. C. FROST
W. B. GERKEN J. C. HANLEY
C. F. HUNTSINGER C. D. MILLER
L. G. NOGALES J. J. PINOLA
J. M. ROSSER H. T. SEGERSTROM
E. L. SHANNON, JR. R. H. SMITH
D. M. TELLEP J. D. WATKINS
E. ZAPANTA
(OVER)
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
THE DIRECTORS 1. ELECTION OF DIRECTORS (see list on __ FOR THE NOMINEES __WITHHOLD VOTE
RECOMMEND A other side)............................ LISTED (EXCEPT AS ON ALL NOMINEES
VOTE OF "FOR" _______________________________________ WRITTEN TO THE LISTED
_______________________________________ CONTRARY AT LEFT)
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
THE DIRECTORS 2. SHAREHOLDER PROPOSAL FOR AGAINST ABSTAIN
RECOMMEND A ON EXECUTIVE OFFICER ___ ___ ___
VOTE OF AND DIRECTOR COMPSENSATION..............
"AGAINST"
</TABLE>
LIMITED TO:
__________ SHARES Common Stock
SIGNATURE _________________ _____ IMPORTANT: PLEASE SIGN EXACTLY AS NAME
DATED APPEARS ON THIS PROXY. WHEN SIGNING AS
ATTORNEY, EXECUTOR, TRUSTEE, GUARDIAN,
TITLE _____________________ CORPORATE OFFICER, ETC., PLEASE INDICATE
FULL TITLE.
<PAGE>
<PAGE>
TO ALL PARTICIPANTS IN THE STOCK SAVINGS PLUS PLAN:
The Stock Savings Plus Plan makes provision for you to give the
Trustee confidential instructions as to how you wish the stock held by you
in the Plan to be voted at the annual meeting of shareholders of SCEcorp,
which will be held on April 21, 1994. You have one vote for each share of
stock credited and conditionally credited to your account through February
1, 1994.
Enclosed is a copy of SCEcorp's 1993 Annual Report and a Joint Proxy
Statement which sets forth the business to be transacted at the annual
meeting. Please indicate your instructions on the other side of this form,
sign, date and send it directly to FIRST INTERSTATE BANK OF CALIFORNIA,
Trustee under the Plan, in the enclosed business reply envelope.
Georgia R. Nelson
Chairperson, Employee Benefits/
Health Care Committee
THE STOCK WILL BE VOTED OR NOT VOTED AS DIRECTED. IN ORDER THAT THE TRUSTEE
MAY PROPERLY CARRY OUT YOUR INSTRUCTIONS, IT MUST RECEIVE THIS FORM BEFORE
5:00 P.M. ON APRIL 19, 1994. ALL STOCK FOR WHICH THE TRUSTEE HAS RECEIVED
NO INSTRUCTIONS BY THAT TIME MAY BE VOTED IN ITS DISCRETION IN ACCORDANCE
WITH THE PROVISIONS OF THE PLAN.
(TO BE SIGNED ON OTHER SIDE)
<PAGE>
<PAGE>
FIRST INTERSTATE BANK OF CALIFORNIA, Trustee
Stock Savings Plus Plan of Southern California Edison Company
Pursuant to the provisions of the Stock Savings Plus Plan for
employees of Southern California Edison Company, you are instructed as
follows with respect to voting or not voting the shares of stock credited
and conditionally credited to me in the Plan as of February 1, 1994, at
the annual meeting of shareholders of SCEcorp to be held on April 21,
1994, or at any adjournment or postponement thereof.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
THE DIRECTORS 1. ELECTION OF DIRECTORS............. ___ FOR THE NOMINEES ___ WITHHOLD
RECOMMEND A __________________________________ LISTED (EXCEPT AS VOTE ON ALL
VOTE OF "FOR" __________________________________ WRITTEN TO THE NOMINEES
CONTRARY AT LEFT) LISTED
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
THE DIRECTORS 2. SHAREHOLDER PROPOSAL REGARDING FOR AGAINST ABSTAIN
RECOMMEND A EXECUTIVE OFFICER AND DIRECTOR ___ ___ ___
VOTE OF COMPENSATION......................
"AGAINST"
</TABLE>
You are instructed to vote my shares as indicated above.
VOTING WHERE NO INDICIATION IS SHOWN, PLEASE VOTE FOR ITEM 1
INSTRUCTIONS AND AGAINST ITEM 2. ln addition, please confer upon the
TO THE proxyholders authority to vote in their discretion on such
TRUSTEE other matters as may properly come before the meeting.
Dated _________________,1994______________________________
(SIGNATURE)
NOMINEES FOR DIRECTORS
----------------------
H. P. ALLEN N. BARKER, JR.
J. E. BRYSON C. C. FROST
W. B. GERKEN J. C. HANLEY
C. F. HUNTSINGER C. D. MILLER
L. G. NOGALES J. J. PINOLA
J. M. ROSSER H. T. SEGERSTROM
E. L. SHANNON, JR. R. H. SMITH
D. M. TELLEP J. D. WATKINS
E. ZAPANTA
(PLEASE SEE REVERSE SIDE)
<PAGE>
<PAGE>
SCEcorp
P.O. 350
Rosemead, CA 91770
March 4, 1994
(NAME/ADDRESS OF SHAREHOLDER)
Dear Shareholder:
I would like to invite you to the 1994 Annual Meetings of Shareholders,
to be held at 10 a.m. on April 21, 1994, at Industry Hills and Sheraton
Resort, One Industry Hills Parkway, City of Industry, California.
I hope you will be able to join us to review this year and take a look at
what the future holds for the Companies. The meeting room will be open
for admission at 9 a.m., and I suggest you arrive early. Although we have
overflow space, seating is limited in the meeting room and will be filled
on a first-come basis. Complimentary coffee, tea, juice, and pastries
will be served prior to the meeting. IF YOU DO ATTEND, PLEASE BE SURE TO
BRING THE ADMISSION TICKET THAT APPEARS ON THE REVERSE SIDE OF THIS
LETTER. A shareholder that is a corporation, partnership, association,
or other organization or entity will be limited to three authorized
representatives at the meeting.
Whether or not you plan to be at the meeting, it is important that you
exercise your right to vote as a shareholder of SCEcorp and/or Southern
California Edison. PLEASE VOTE ON THE PROXY CARD BELOW, DETACH IT FROM
THIS LETTER AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED.
We look forward to seeing you at the meeting, and on behalf of the
management and directors of SCEcorp and Edison, I want to thank you for
your continued support and confidence in 1994.
Sincerely,
Kenneth S. Stewart
Kenneth S. Stewart
Corporate Secretary
Fold and Tear Here Admission Ticket on Reverse Fold and Tear Here
- -----------------------------------------------------------------------
The Board of Directors Recommends a vote FOR item 1, and AGAINST item 2.
<TABLE>
<CAPTION>
(1) ELECTION OF DIRECTORS:
<C> <C> <C>
FOR ___ WITHHOLD ___ (INSTRUCTIONS: To withhold authority to vote for any
all nominees listed Authority to vote individual nominee, write that nominee's name in the
on the reverse side for all nominees space provided below.)
(except as marked to on the reverse
the contrary to the side ____________________________________________________
right)
</TABLE>
<TABLE>
<CAPTION>
<C> <C> <C> <C>
(2) SHAREHOLDER PROPOSAL ON EXECUTIVE FOR AGAINST ABSTAIN
OFFICER AND DIRECTOR COMPENSATION ___ ___ ___
</TABLE>
If you plan to attend the Annual Meeting please mark this box ___
PLEASE MARK ALL
________________________ CHOICES LIKE THIS X
ACCOUNT NUMBER ---
SIGNATURE __________________________________ DATE_____________
SIGNATURE __________________________________ DATE_____________
<PAGE>
<PAGE>
GRAPHIC CONTAINING LOCATION TO
MEETING FACILITY
ADMISSION TICKET
SCEcorp
Southern California Edison
Annual Meetings of Shareholders
INDUSTRY HILLS AND SHERATON RESORT
ONE INDUSTRY HILLS PARKWAY
CITY OF INDUSTRY, CALIFORNIA
APRIL 21, 1994
10 AM
Detach Proxy Card Here
SCEcorp
P.O. Box 350
Rosemead, CA 91770
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
JOHN E. BRYSON and ALAN J. FOHRER are hereby appointed proxies of the
undersigned with full power of substitution to vote all shares of stock the
undersigned is entitled to vote at the annual meeting of shareholders of
SCEcorp to be held at Industry Hills and Sheraton Resort, One Industry Hills
Parkway, City of Industry, California, on April 21, 1994, at 10:00 a.m.,
or at any adjournment or postponement of the meeting, with all the powers
and discretionary authority the undersigned would possess if personally
present at the meeting on the matters listed on the other side.
The proxies are instructed to vote as indicated on the other side.
WHERE NO INDICATION IS SHOWN, THEY ARE TO VOTE FOR ITEM 1 AND AGAINST ITEM 2.
In addition, they may vote in their discretion on such other matters as may
properly come before the meeting.
NOMINEES FOR DIRECTORS
----------------------
H. P. ALLEN N. BARKER, JR.
J. E. BRYSON C. C. FROST
W. B. GERKEN J. C. HANLEY
C. F. HUNTSINGER C. D. MILLER
L. G. NOGALES J. J. PINOLA
J. M. ROSSER H. T. SEGERSTROM
E. L. SHANNON, JR. R. H. SMITH
D. M. TELLEP J. D. WATKINS
E. ZAPANTA
<PAGE>
<PAGE>
SCEcorp
P.O. Box 350
Rosemead, CA 91770
March 4, 1994
(NAME/ADDRESS OF SHAREHOLDER)
Dear Shareholder:
As you requested last year, we have not enclosed an Annual Report with
this package. We are required to send you a proxy card and proxy
statement for each of your accounts; therefore, an annual report will be
enclosed in whichever account you designated as your primary account.
I would like to invite you to the 1994 Annual Meetings of Shareholders,
to be held at 10 a.m. on April 21, 1994, at Industry Hills and Sheraton
Resort, One Industry Hills Parkway, City of Industry, California.
I hope you will be able to join us to review the year and take a look at
what the future holds for the Companies. The meeting room will be open
for admission at 9 a.m., and I suggest you arrive early. Although we have
overflow space, seating is limited in the meeting room and will be filled
on a first-come basis. Complimentary coffee, tea, juice, and pastries
will be served prior to the meeting. IF YOU DO ATTEND, PLEASE BE SURE TO
BRING THE ADMISSION TICKET THAT APPEARS ON THE REVERSE SIDE OF THIS
LETTER. A shareholder that is a corporation, partnership, association,
or other organization or entity will be limited to three authorized
representatives at the meeting.
Whether or not you plan to be at the meeting, it is important that you
exercise your right to vote as a shareholder of SCEcorp and/or Southern
California Edison. PLEASE VOTE ON THE PROXY CARD BELOW, DETACH IT FROM
THIS LETTER AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED.
We look forward to seeing you at the meeting, and on behalf of the
management and directors of SCEcorp and Edison, I want to thank you for
your continued support and confidence in 1994.
Sincerely,
Kenneth S. Stewart
Kenneth S. Stewart
Corporate Secretary
Fold and Tear Here Admission Ticket on Reverse Fold and Tear Here
The Board of Directors Recommends a vote FOR item 1, and AGAINST item 2.
<TABLE>
<CAPTION>
(1) ELECTION OF DIRECTORS:
<S> <C> <C>
FOR ___ WITHHOLD ___ INSTRUCTIONS: To withhold authority to vote for any indivdual
all nominees listed Authority to vote nominee, write that nominee's name in the space provided below.)
on the reverse side for all nominees
(except as marked to on the reverse __________________________________________________
the contrary to the side
right)
</TABLE>
<TABLE>
<CAPTION>
<S> <C> (c) <C>
(2) SHAREHOLDER PROPOSAL ON FOR AGAINST ABSTAIN
EXECUTIVE OFFICER AND ___ ___ ___
DIRECTOR COMPENSATION
</TABLE>
If you plan to attend the Annual Meeting please mark this box ___
PLEASE MARK ALL
________________________ CHOICES LIKE THIS X
ACCOUNT NUMBER ---
SIGNATURE _____________________________________ DATE_______________
SIGNATURE _____________________________________ DATE_______________
<PAGE>
<PAGE>
GRAPHIC CONTAINING LOCATION TO
MEETING FACILITY
ADMISSION TICKET
SCEcorp
Southern California Edison
Annual Meetings of Shareholders
INDUSTRY HILLS AND SHERATON RESORT
ONE INDUSTRY HILLS PARKWAY
CITY OF INDUSTRY, CALIFORNIA
APRIL 21, 1994
10 AM
Detach Proxy Card Here
SCEcorp
P.O. Box 350
Rosemead, CA 91770
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD 0F DIRECTORS
JOHN E. BRYSON and ALAN J. FORHER are hereby appointed proxies of the
undersigned with full power of substitution to vote all shares of stock the
undersigned is entitled to vote at the annual meeting of shareholders of SCEcorp
to be held at Industry Hills and Sheraton Resort, One Industry Hills Parkway,
City of Industry, California, on April 21, 1994, at 10:00 a.m., or at any
adjournment or postponement of the meeting, with all the powers and
discretionary authority the undersigned would possess if personally present at
the meeting on the matters listed on the other side.
The proxies are instructed to vote as indicated on the other side.
WHERE NO INDICATION IS SHOWN, THEY ARE TO VOTE FOR ITEM 1 AND AGAINST ITEM 2.
In addition, they may vote in their discretion on such other matters as may
properly come before the meeting.
NOMINEES FOR DIRECTORS
----------------------
H. P. ALLEN N. BARKER, JR.
J. E. BRYSON C. C. FROST
W. B. GERKEN J. C. HANLEY
C. F. HUNTSINGER C. D. MILLER
L. G. NOGALES J. J. PINOLA
J. M. ROSSER H. T. SEGERSTROM
E. L. SHANNON, JR. R. H. SMITH
D. M. TELLEP J. D. WATKINS
E. ZAPANTA
