<PAGE>
<PAGE>
SCHEDULE 14A
(Rule 14(a)-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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
___ Confidential, for Use of the
Commission Only (as permitted)
by Rule 14a-6(e)(2))
_X_ Definitive Proxy Statement
___ Definitive Additional Materials
___ Soliciting Material Pursuant to Section 14a-11(c) or Section
14a-12
Edison International
________________________________________________________________________
(Name of Registrant as Specified in its Charter)
________________________________________________________________________
(Name of Person(s) Filing Proxy Statement if other than Registrant)
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(i)(2) or Item 22(a)(2) of Schedule 14A.
___ $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 (Set forth the
amount on which the filing fee is calculated and state how
it was determined):
_____________________________________________________________
4) Proposed maximum aggregate value of transaction:
_____________________________________________________________
5) Total Fee Paid:
_$125.00_____________________________________________________
___ Fee paid previously with preliminary materials.
____________________________________________________________________
___ 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>
EDISON
INTERNATIONAL
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
AND
JOINT PROXY STATEMENT
ANNUAL MEETING
APRIL 18, 1996
<PAGE>
<PAGE>
<PAGE>
EDISON
INTERNATIONAL
March 8, 1996
DEAR SHAREHOLDER:
You are invited to attend the annual meeting of shareholders of Edison
International on Thursday, April 18, 1996, at 10:00 A.M. This meeting
will be held at The Industry Hills Sheraton Resort and Conference Center,
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 Edison International
shareholders. Edison International's Annual Report to Shareholders for
1995 is furnished with the Joint Proxy Statement.
On January 29, 1996, we changed our name to Edison International from
SCEcorp. As Edison International, we are now one company with five
related subsidiary businesses: Southern California Edison, Edison Mission
Energy (formerly Mission Energy), Edison Capital (formerly Mission First
Financial), Edison EV and Edison Source. Our new corporate identity
signifies the broader scope of our business. The Edison name reflects our
proud heritage as we embrace our competitive future.
As discussed in the Joint Proxy Statement, the only matter to be
presented at the annual meeting for your consideration is the election of
the Directors who will be responsible for the direction of the affairs of
Edison International 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.
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.
Your continued interest in the business of Edison International is
appreciated.
John E. Bryson
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 mark, 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>
EDISON
INTERNATIONAL
==============================
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS TO BE HELD
APRIL 18, 1996
==============================
The annual meeting of the shareholders of Edison International will be
held at 10:00 A.M. on Thursday, April 18, 1996, at The Industry Hills
Sheraton Resort and Conference Center, One Industry Hills Parkway, City
of Industry, California, to consider and act upon the election of
Directors as discussed in the accompanying Joint Proxy Statement and to
transact any other business that may properly come before the meeting or
any adjournment or postponement thereof.
The names of the nominees for Directors intended to be presented for
election are as follows:
Howard P. Allen Ronald L. Olson
John E. Bryson J. J. Pinola
Winston H. Chen James M. Rosser
Stephen E. Frank E. L. Shannon, Jr.
Camilla C. Frost Robert H. Smith
Joan C. Hanley Thomas C. Sutton
Carl F. Huntsinger Daniel M. Tellep
Charles D. Miller James D. Watkins
Luis G. Nogales Edward Zapanta
Shareholders of record at the close of business on March 5, 1996, 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 Edison
International.
Dated March 8, 1996.
For the Board of Directors,
BEVERLY P. RYDER, Secretary
<PAGE>
<PAGE>
EDISON INTERNATIONAL
SOUTHERN CALIFORNIA EDISON COMPANY
==================================
JOINT PROXY STATEMENT
==================================
INTRODUCTION
On January 29, 1996, SCEcorp changed its name to Edison International.
All references to Edison International also refer to the corporation under
its prior name, SCEcorp. This Joint Proxy Statement is provided to the
shareholders of Edison International and Southern California Edison
Company ("SCE") in connection with their 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 18,
1996, at The Industry Hills Sheraton Resort and Conference Center, One
Industry Hills Parkway, City of Industry, California. The Edison
International and SCE 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 Edison International and SCE are soliciting
proxies hereunder for use at their 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 1995 are being distributed together beginning March
8, 1996, to shareholders of Edison International and SCE.
The costs of solicitations of proxies will be borne by Edison
International and SCE. Directors, officers and other employees of SCE
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 Edison International and SCE stock. In addition, D.F. King & Co., Inc.
(1-800-669-5550) will assist Edison International and SCE in the
solicitation of proxies for an aggregate fee estimated not to exceed
$14,000 plus reasonable out-of-pocket expenses.
Record Date and Voting Securities
The Boards of Directors of Edison International and SCE have fixed the
close of business on March 5, 1996, as the record date for the
determination of holders of Edison International and SCE voting securities
entitled to notice of and to vote at their respective annual meetings.
As of February 20, 1996, there were 443,626,075 shares of Common Stock,
without par value, of Edison International ("Edison International Common
Stock"), outstanding and entitled to vote, and 434,888,104 shares of
Common Stock, without par value, of SCE ("SCE Common Stock"), 11,350,198
shares of Cumulative Preferred Stock, $25 par value, of SCE ("SCE
Cumulative Preferred Stock"), and 2,750,000 shares of $100 Cumulative
Preferred Stock, $100 par value, of SCE ("SCE $100 Cumulative Preferred
Stock"), outstanding and entitled to vote.
Voting Rights
Each share of Edison International Common Stock is entitled to one vote.
Each share of SCE Cumulative Preferred Stock is entitled to six votes,
each share of SCE $100 Cumulative Preferred Stock is entitled to two votes
and each share of SCE Common Stock is entitled to one vote. Shares
represented by executed proxies received by Edison International or SCE,
respectively, prior to their
<PAGE>
<PAGE>
annual meetings will be counted for purposes of establishing a quorum,
regardless of how or whether such shares are voted on any specific
proposal.
Any Edison International or SCE shareholder who executes and returns a
proxy has the power to revoke such proxy at any time before it is voted
by filing, with the Secretary of Edison International, at 2244 Walnut
Grove Avenue, P.O. Box 999, Rosemead, California 91770, or the Secretary
of SCE, at 2244 Walnut Grove Avenue, P.O. Box 800, 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 meetings.
Attendance at the annual meetings will not in and of itself constitute
revocation of a proxy.
Attendance at the annual meetings is limited to those individuals
described in the letter from the Secretary at the front of this Joint
Proxy Statement. A shareholder of Edison International and/or SCE that
is a corporation, partnership, association or other organization or entity
will be limited to three authorized representatives at the annual
meetings.
The Edison International Board and the SCE Board respectively recommend
the election of their nominees for Directors presented in this Joint Proxy
Statement.
ELECTION OF DIRECTORS OF EDISON INTERNATIONAL AND SCE
Nominees for Election as Directors
Eighteen Directors are to be elected to the Edison International and
SCE Boards to hold office until the next annual meetings or until their
successors are elected and qualified. The eighteen Edison International
nominees for Directors and the eighteen SCE nominees for Directors
receiving the highest number of affirmative votes shall be elected to the
Edison International Board and SCE 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 Edison
International and SCE 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 Edison
International and SCE 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 (including
broker non-votes) have no legal effect. The nominees for Directors of
Edison International and SCE are the same. A brief biography of each
nominee is presented below.
HOWARD P. ALLEN, Chairman of the Executive Committees of Edison
International and SCE, has been a Director of SCE since 1980, a Director
of Edison International since 1988 and Chairman of the Executive
Committees since 1989. Mr. Allen joined SCE 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 Edison International in 1988, 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,
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 70.
Member of the executive (Chair) and the finance committees of Edison
International and SCE
<page 2>
<PAGE>
JOHN E. BRYSON, Chairman of the Board and Chief Executive Officer of
Edison International and SCE, has been a Director of Edison International
and SCE since 1990. Mr. Bryson joined SCE in 1984 as Senior Vice
President. He was elected Executive Vice President and Chief Financial
Officer of SCE in 1985, Executive Vice President and Chief Financial
Officer of Edison International in 1988, and was elected to his present
positions in 1990. Immediately prior to joining SCE, 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 of The Boeing Company, First
Interstate Bancorp, Pacific American Income Shares, Inc., and The Times
Mirror Company, a Trustee of Stanford University and Chairman of the
California Business Roundtable. He is a graduate of Stanford University
and Yale Law School. Age 52.
Member of the executive committees of Edison International and SCE
WINSTON H. CHEN, Chairman of Paramitas Foundation, a non-profit charitable
corporation, and Chairman of Paramitas Investment Corporation, has been
a Director of Edison International and SCE since 1995. Mr. Chen was
Chairman of the Board of Solectron Corporation, an electronic
manufacturing service company in Milpitas, California, until 1994. He
joined Solectron in 1978 as President and was elected Chief Executive
Officer in 1984 and Chairman of the Board in 1990. Solectron won the
Malcolm Baldrige National Quality Award in 1991 and was awarded the
Governor's Golden State Quality Award in 1994. He is a Director of Intel
Corporation and Solectron Corporation and a Trustee of Stanford University
and Santa Clara University. He received his M.S. and Ph.D. degrees from
Harvard University. Age 54.
Member of the audit committees of Edison International and SCE
STEPHEN E. FRANK, President and Chief Operating Officer of SCE, has been
a Director of Edison International and SCE since 1995. Mr. Frank joined
SCE on June 19, 1995 after serving as President and Chief Operating
Officer of Florida Power and Light Company since 1990. Prior to 1990, Mr.
Frank was Executive Vice President and Chief Financial Officer of TRW,
Inc. From 1984 to 1988, he worked at General Telephone Corporation as
Vice President, Controller and Treasurer. In addition, Mr. Frank held
numerous financial and sales management positions with U.S. Steel Corp.,
ending his career there as general manager of sales. He is a Director of
Great Western Finance Corp. and Arkwright Mutual Insurance Company and a
Trustee of the University of Miami. He is a graduate of Dartmouth College
and received his MBA degree from the University of Michigan. Age 54.
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 SCE since 1985 and a Director of
Edison International 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 70.
Member of the compensation and executive personnel and the nominating
committees of Edison International and SCE
<page 3>
<PAGE>
JOAN C. HANLEY, General Partner of Miramonte Vineyards, has been a
Director of SCE since 1980 and a Director of Edison International 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 the California Agricultural Education
Foundation, Harbor-UCLA Research and Education Institute and a Trustee of
Pomona College. Mrs. Hanley is a graduate of the University of
Washington. Age 63.
Member of the audit and the nominating committees (Chair) of Edison
International and SCE
CARL F. HUNTSINGER, General Partner of DAE Limited Partnership, Ltd.
(agricultural management), has been a Director of SCE since 1983 and a
Director of Edison International 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 66.
Member of the audit and the executive committees of Edison International
and SCE
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 SCE since
1987 and a Director of Edison International 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., Pacific Mutual Life Insurance Company, Davidson
& Associates, Inc. and a member of the Advisory Board of Korn/Ferry
International. Mr. Miller is a graduate of Johns Hopkins University. Age
68.
Member of the audit and the compensation and executive personnel
committees (Chair) of Edison International and SCE
LUIS G. NOGALES, President of Nogales Partners (media acquisition firm),
has been a Director of SCE and Edison International 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 (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, Kaufman and Broad Home Corporation, Portland Radio, Inc.,
Redlands Radio, Inc., Maryville Radio, Inc., Roseville Radio, Inc., San
Bernardino Radio, Inc., and a Trustee of Stanford University and The Ford
Foundation. He is a graduate of San Diego State University and Stanford
Law School. Age 52.
Member of the compensation and executive personnel and the finance
committees of Edison International and SCE.
<page 4>
<PAGE>
RONALD L. OLSON, Senior Partner of the law firm of Munger, Tolles and
Olson, has been a Director of Edison International and SCE since 1995.
Mr. Olson joined Munger, Tolles and Olson in 1968 after serving as a law
clerk to United States Court of Appeals Judge David L. Bazelon. He is a
Director of Pacific American Income Shares, Inc., and Western Asset Trust,
Inc. Mr. Olson also serves as a director of several non-profit
organizations, including the Claremont University Center and Graduate
School, Rand Corporation and the Skid Row Housing Trust. Mr. Olson is a
graduate of Drake University and University of Michigan Law School and
holds a Diploma in Law from Oxford University. Age 54.
Member of the finance committees of Edison International and SCE.
J. J. PINOLA, Retired Chairman of the Board and Chief Executive Officer
of First Interstate Bancorp, has been a Director of SCE since 1985 and a
Director of Edison International 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 Bank of California. Mr. Pinola
is a graduate of Bucknell University and has completed studies at
Dartmouth College and Harvard University. Age 70.
Member of the compensation and executive personnel and the nominating
committees of Edison International and SCE
JAMES M. ROSSER, President of California State University, Los Angeles
("CSULA"), has been a Director of SCE since 1985 and a Director of Edison
International 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 Director of Fedco, Inc., Sanwa Bank
California, the American Council for the Arts, and the Los Angeles
Philharmonic Association. In addition, he is Chair of the National
Science Foundation Directorate for Education and Human Resources Advisory
Committee, a Member and Board Secretary of the Los Angeles Annenberg
Metropolitan Project and a Board member of the Woodrow Wilson Fellowship
Foundation. Dr. Rosser holds three degrees from Southern Illinois
University. Age 56.
Member of the finance and the nominating committees of Edison
International and SCE
E. L. SHANNON, JR., Retired Chairman of the Board of Santa Fe
International Corporation, has been a Director of SCE since 1977 and a
Director of Edison International 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 1993. He
is currently engaged in investing and ranching. Mr. Shannon is a graduate
of the University of California, Berkeley. Age 69.
Member of the executive and the finance (Chair) committees of Edison
International and SCE
<page 5>
<PAGE>
ROBERT H. SMITH, Managing Director, Smith and Crowley, Inc. (merchant
banking), has been a Director of SCE since 1987 and a Director of Edison
International since 1988. Mr. Smith was 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 60.
Member of the executive and the nominating committees of Edison
International and SCE
THOMAS C. SUTTON, Chairman of the Board and Chief Executive Officer,
Pacific Mutual Life Insurance Company, has been a Director of Edison
International and SCE since 1995. Mr. Sutton joined Pacific Mutual in
1965 and was elected President in 1987. He was elected to his present
position in 1990. He is a Director of Newhall Land & Farming Company, The
Irvine Company and PIMCO Advisors, L.P. He is also past Chairman of
Health Insurance Association of America, Chairman-Elect of the American
Council of Life Insurance and a Director of the Orange County Performing
Arts Center. Mr. Sutton is a graduate of the University of Toronto. Age
53.
Member of the compensation and executive personnel committees of Edison
International and SCE
DANIEL M. TELLEP, Chairman of the Board of Lockheed Martin Corporation
(aerospace industry), has been a Director of SCE and Edison International
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
Chairman and Chief Executive Officer in 1989. In March 1995, he was
elected Chairman and Chief Executive Officer of Lockheed Martin
Corporation, a position he held until December 31, 1995. 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 64.
Member of the audit (Chair) and the compensation and executive personnel
committees of Edison International and SCE
JAMES D. WATKINS (Admiral USN, Retired), President, Joint Oceanographic
Institutions, Inc. and President, Consortium for Oceanographic Research
and Education (two non-profit consortia that manage academic research
projects), has been a Director of Edison International and SCE since 1993.
The Admiral was 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, a member
of the Advisory Board of Digital Systems Research, Inc., and a member of
the Scientific Advisory Board of Orbit Technologies, Inc. The Admiral is
a graduate of the United States Naval Academy, the United States Naval
Postgraduate School, and the Oak Ridge National Laboratory. Age 69.
Member of the audit and the finance committees of Edison International and
SCE
<page 6>
<PAGE>
EDWARD ZAPANTA, M.D., a private practice physician providing neurosurgical
care in the East Los Angeles and Monterey Park communities since 1970, has
been a Director of SCE since 1984 and a Director of Edison International
since 1988. Dr. Zapanta is a Senior Medical Director with HEALTHCARE
Partners Medical Group (a managed care medical group). He is also a
Director of The Times Mirror Company and a Trustee of the James Irvine
Foundation and 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 57.
Member of the audit and the executive committees of Edison International
and SCE
Stock Ownership of Directors and Executive Officers(1) of Edison
International and SCE
The following table presents certain information as of December 31,
1995, except as otherwise noted, regarding the equity securities of Edison
International and SCE beneficially owned by the Directors, the Executive
Officers named in the "Summary Compensation Table" below under "Executive
Compensation Table--Edison International and SCE," and the Directors and
Executive Officers of Edison International and SCE as a group. The table
includes shares with respect to which the right exists to acquire
beneficial ownership on January 2, 1996, through the exercise of options
granted under an employee benefit plan known as the Edison International
Officer Long-Term Incentive Compensation Plan effective April 16, 1992,
or a predecessor plan (the "Incentive Plan"):
<TABLE>
<CAPTION>
Amount and Nature
Company and of Beneficial
Name Class of Stock Ownership(2)(3)
---- -------------- ----------------
<S> <C> <C>
Howard P. Allen Edison International Common Stock 244,303(4)
John E. Bryson Edison International Common Stock 265,721(5)
Winston H. Chen Edison International Common Stock 10,200
Bryant C. Danner Edison International Common Stock 68,636(6)
Robert M. Edgell Edison International Common Stock 47,096(7)
Alan J. Fohrer Edison International Common Stock 61,989(8)
Stephen E. Frank Edison International Common Stock 25,000(9)
Camilla C. Frost Edison International Common Stock 2,200(10)
Joan C. Hanley Edison International Common Stock 7,205(10)
Carl F. Huntsinger Edison International Common Stock 4,729
Charles D. Miller Edison International Common Stock 5,915(10)
Edward R. Muller Edison International Common Stock 34,533(11)
Mission Capital MIPS 870(12)
Luis G. Nogales Edison International Common Stock 600
Ronald L. Olson Edison International Common Stock 1,200
J. J. Pinola Edison International Common Stock 3,520(10)
Harold B. Ray Edison International Common Stock 77,955(13)
James M. Rosser Edison International Common Stock 2,200(14)
E. L. Shannon, Jr. Edison International Common Stock 16,209(10)
Robert H. Smith Edison International Common Stock 3,618(15)
Thomas C. Sutton Edison International Common Stock 1,251(10)
Daniel M. Tellep Edison International Common Stock 2,695(10)
James D. Watkins Edison International Common Stock 897
Edward Zapanta Edison International Common Stock 4,363(16)
All Directors and Executive Officers
of Edison International as a group (50 individuals) Edison International Common Stock 1,662,742(17)
Mission Capital MIPS 8,270(18)
All Directors and Executive Officers
of SCE as a group (40 individuals) Edison International Common Stock 1,403,378(19)
</TABLE>
____________
(1) The Executive Officers of Edison International and SCE, 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 Edison
International and SCE, respectively. In addition, the Executive
Officers of Edison International include the Executive Officers of
SCE and the Chief Executive Officers and Presidents, Executive Vice
Presidents, and Senior Vice Presidents of Edison Mission Energy,
Edison Capital, and Mission Land Company, Edison International's
nonutility subsidiaries.
<page 7>
<PAGE>
(2) Unless otherwise indicated, shares are held with sole voting and
investment power.
(3) No Director owns, no named Executive Officer owns, nor do the
Directors and Executive Officers of Edison International or SCE as a
group own in excess of 1% of the outstanding shares of (i) Edison
International Common Stock, or (ii) any other class of Edison
International's or SCE's outstanding equity securities.
(4) Includes 45,926 shares held as trustee, 107,100 shares with respect
to which the right exists to acquire beneficial ownership through the
exercise of options granted under the Incentive Plan and 91,277
shares credited under an employee benefit plan known as the Stock
Savings Plus Plan (the "SSPP"). SSPP shares for which instructions
are not received may be voted by the SSPP trustee in its discretion.
(5) Includes 11,321 shares credited to the SSPP and 254,400 shares with
respect to which the right exists to acquire beneficial ownership
through the exercise of options granted under the Incentive Plan.
(6) Includes 2,000 shares held in broker's name, 1,036 shares credited to
the SSPP and 65,600 shares with respect to which the right exists to
acquire beneficial ownership through the exercise of options granted
under the Incentive Plan.
(7) Includes 10,413 shares credited to the SSPP and 36,683 shares with
respect to which the right exists to acquire beneficial ownership
through the exercise of options granted under the Incentive Plan.
(8) Includes 5,056 shares credited to the SSPP and 56,933 shares with
respect to which the right exists to acquire beneficial ownership
through the exercise of options granted under the Incentive Plan.
(9) Includes 5,000 shares purchased subsequent to December 31, 1995, and
20,000 shares with respect to which the right exists to acquire
beneficial ownership through the exercise of options granted under
the Incentive Plan.
(10) Shares held as trustee.
(11) Includes 400 shares held in custodial name and 32,733 shares with
respect to which the right exists to acquire beneficial ownership
through the exercise of options granted under the Incentive Plan.
(12) Monthly Income Preferred Securities ("MIPS") of Mission Capital, an
indirect subsidiary of Edison International. Includes 280 shares held
in spouse's name and 190 shares held in custodial names.
(13) Includes 9,288 shares credited to the SSPP and 68,667 shares with
respect to which the right exists to acquire beneficial ownership
through the exercise of options granted under the Incentive Plan.
(14) Shares held in broker's name.
(15) Includes 1,000 shares held in spouse's name, 1,400 shares held as
trustee, 1,000 shares held in broker's name and 218 shares held in
custodial name.
(16) Includes 1,336 shares held in broker's name.
(17) Includes 3,802 shares held with other persons, 86,321 shares held in
trustee accounts, 7,536 shares held in brokers' names, 4,658 shares
held in custodial names, 1,000 shares held in spouse's name, 264,878
shares credited to participants under the SSPP and 1,262,467 shares
with respect to which the right exists to acquire beneficial
ownership through the exercise of options granted under the Incentive
Plan. The Edison International Executive Officers include all of the
SCE Executive
<page 8>
<PAGE>
Officers. Therefore, the share ownership balances shown duplicate in
part the information shown in footnote 19 below.
(18) Includes 280 shares held in spouse's name and 190 shares held in
custodial name.
(19) Includes 3,152 shares held with other persons, 86,321 shares held in
trustee accounts, 6,536 shares held in brokers' names, 962 shares
held in custodial names, 1,000 shares held in spouse's name, 218,093
shares credited to participants under the SSPP, and 1,057,734 shares
with respect to which the right exists to acquire beneficial
ownership through the exercise of options granted under the Incentive
Plan.
Executive Compensation Table -- Edison International and SCE
The following table presents certain information regarding compensation
of the Chief Executive Officer of Edison International and SCE ("CEO") and
the four most highly compensated Executive Officers of Edison
International and SCE, respectively, other than the CEO (together with the
CEO, the "Named Officers"), for services rendered in all capacities to
Edison International, SCE, and/or other Edison International subsidiaries
during 1993, 1994, and 1995.
<page 9>
<PAGE>
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) ($) (#)(4) ($) ($)(5)
- ---------- ---- ------ ------- ------- -------- -------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
John E. Bryson, Chairman 1995 664,000 650,800 92,215(6) -- 159,260 -- 139,741
of the Board and CEO 1994 664,000 0 662 -- 62,140 -- 121,879
of Edison International and 1993 600,000 325,000 57,144(6) -- 44,000 -- 127,974
SCE
Bryant C. Danner, Executive 1995 346,667 328,500 58,187 -- 51,920 -- 16,079
Vice President and General 1994 335,000 0 2,244 -- 25,500 -- 13,158
Counsel of Edison 1993 318,000 105,000 2,391 -- 18,000 -- 3,720
International and SCE(7)
Edward R. Muller, 1995 335,000 331,700 2,646 -- 53,190 -- 17,521
President and CEO of 1994 310,000 200,000 1,789 -- 31,920 -- 2,325
Edison Mission Energy 1993 107,671 125,000 2,021 -- 20,000 -- 25
Alan J. Fohrer, Executive Vice 1995 279,500 261,000 765 -- 56,920 -- 16,532
President, Chief Financial 1994 262,000 0 1,131 -- 24,200 -- 10,030
Officer and Treasurer of 1993 213,986 125,000(8) 457 -- 15,000 -- 12,001
Edison International and SCE(7)
Robert M. Edgell, 1995 252,000 250,000 700 -- 30,770 -- 8,492
Executive Vice President 1994 236,000 120,000 516 -- 14,520 -- 4,130
of Edison Mission Energy 1993 211,250 50,000(9) 473 -- 12,000 -- 4,497
Harold B. Ray, 1995 283,333 162,000 125 -- 40,000 -- 16,301
Executive Vice President 1994 260,000 0 701 -- 20,000 -- 15,495
of SCE(7) 1993 236,000 100,000 610 -- 17,000 71,283 15,298
Stephen E. Frank, 1995 268,494 150,000 82,100(11) -- 60,000 -- 395,719(12)
President and Chief 1994 -- -- -- -- -- -- --
Operating Officer of SCE(10) 1993 -- -- -- -- -- -- --
</TABLE>
____________
(1) Compensation information is provided for each of 1993, 1994 and 1995
for all Named Officers, for years in which they served as an
Executive Officer.
(2) Throughout this Joint Proxy Statement, bonuses are also referred to
as annual incentive compensation and annual incentive awards.
(3) Includes perquisites if in the aggregate they exceed $50,000 or 10%
of total annual salary and bonus.
(4) The amounts shown in Column (g) are comprised of Edison International
stock options, Edison Mission Energy "phantom stock" options and
Edison Capital "phantom stock" options (collectively, "Incentive Plan
Options"). For 1995, Messrs. Bryson, Danner, Muller, Fohrer, Edgell,
Ray and Frank received 120,000; 40,000; 10,000; 45,000; 5,200; 40,000
and 60,000 Edison International stock options; 27,280; 9,100; 43,190;
9,100; 25,570; 0 and 0 Edison Mission Energy phantom stock options;
and 11,980; 2,820; 0; 2,820; 0; 0 and 0 Edison Capital phantom stock
options, respectively. For 1994, Messrs. Bryson, Danner, Muller,
Fohrer, Edgell and Ray received 52,200; 21,400; 14,100; 20,300; 3,300
and 20,000 Edison International stock options; and 9,940; 4,100;
17,820; 3,900; 11,220 and 0 Edison Mission Energy phantom stock
options, respectively. For 1993, Messrs. Bryson, Danner, Muller,
Fohrer, Edgell and Ray received 44,000; 18,000; 20,000; 15,000;
12,000 and 17,000 Edison International stock options, respectively.
The amounts shown have been
page 10
<PAGE>
adjusted to reflect the two-for-one split of Edison International
Common Stock effective June 1, 1993 and the reduction in the deemed
amount of outstanding Edison Mission Energy and Edison Capital
phantom stock discussed below.
Each Edison International stock option may be exercised to purchase
one share of Edison International Common Stock. Edison International
stock options include a dividend equivalent feature. For Edison
International stock options granted before 1994, and for 10,000 such
options granted to Mr. Muller on January 3, 1994 pursuant to his
employment agreement, 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 Edison International 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. For
Edison International stock options granted in 1994, dividend
equivalents are subject to reduction unless certain Edison
International or Edison Capital performance criteria are met.
Dividend equivalents for options granted in 1995 are subject to
Edison International financial performance only. For dividend
equivalents linked to Edison International performance, the
performance measure is Edison International common stock total
shareholder return. If the average quarterly percentile ranking of
Edison International's total shareholder return is less than the 60th
percentile of that of the companies comprising the Dow Jones Electric
Utilities Group Index, the dividend equivalents are reduced; if the
Edison International total shareholder return ranking is less than
the 25th percentile, the dividend equivalents are canceled. For
rankings between the 60th and 25th percentiles, the dividend
equivalents are prorated. For 1994 options, the total shareholder
return measure is phased-in over a three-year period, after which a
rolling three-year average is used. For 1995 options, total
shareholder return will be measured at the end of the third year of
the term to determine the portion of dividends earned for the entire
term. Canceled or reduced dividend equivalents may be restored later
in the option term if Edison International's cumulative total
shareholder return ranking for the option term attains at least the
60th percentile. For dividend equivalents linked to Edison Capital
performance, the performance measure is growth in economic value of
Edison Capital as determined by formula. If Edison Capital's three-
year compounded growth in economic value does not exceed its cost of
equity plus 200 basis points, the dividend equivalents are reduced;
if the growth in economic value is less than the cost of equity, the
dividend equivalents are canceled. For performance between these
levels, the dividend equivalents are prorated. The annual growth in
economic value measure will be phased-in over a three-year period,
after which a rolling three-year average will be applied. The 1994
Edison International stock options include dividend equivalents with
both types of performance measures. Messrs. Bryson, Danner, Muller,
Fohrer, Edgell and Ray received 46,000; 19,000; 4,100; 18,000; 3,300
and 20,000 Edison International options, respectively, with dividend
equivalents based on Edison International total shareholder return.
Messrs. Bryson, Danner and Fohrer received 6,200; 2,400 and 2,300
Edison International options, respectively, with dividend equivalents
based on Edison Capital growth in economic value.
Each Edison Mission Energy or Edison Capital phantom stock option may
be exercised to realize any appreciation in the deemed value of one
hypothetical share of Edison Mission Energy or Edison Capital stock
over annually escalated exercise prices. The deemed values of the
Edison Mission Energy and Edison Capital phantom stock are determined
by formula linked to the value of Edison Mission Energy and Edison
Capital portfolio investments less general and administrative cash
costs. The deemed values are recalculated annually. For this
purpose, 10 million shares of Edison Mission Energy stock and 5
million shares of Edison Capital stock are deemed to be outstanding.
The Edison International Compensation and Executive Personnel
Committee has reduced these amounts from 100 million shares and 50
million shares, respectively, to better correlate the number of
Incentive Plan Options awarded to their relative present values.
This modification does not affect the value of the awards. The
Edison Mission Energy and Edison Capital phantom stock exercise
prices are derived from escalating the values of the phantom stock on
the date of grant by 12% and 10% per year, respectively, compounded
annually. If the deemed value of a share of Edison Mission Energy or
Edison Capital phantom stock exceeds the corresponding exercise price
for any year during the option term, the executive may exercise an
option right with respect to any portion of the vested phantom
options during the 60-day exercise window in the second quarter of
that year and be paid in cash the difference between the exercise
price and the deemed value of the shares.
<page 11>
<PAGE>
The Incentive Plan Options have a ten-year term with one-third of the
total award vesting after each of the first three years of the award
term. The Incentive Plan Options are not transferable (except by
will, the laws of descent and distribution, or domestic relations
order). If an executive retires, dies, or is permanently and totally
disabled during the three-year vesting period, the unvested Incentive
Plan 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 Incentive Plan Options of any person who has served in the
past on the Edison International or SCE Management Committee will
vest and be exercisable upon the member's retirement, death, or
permanent and total disability. (Messrs. Bryson, Danner, Fohrer and
Ray have served as members of the Management Committee.) Upon
retirement, death or permanent and total disability, the vested
Incentive Plan Options may continue to be exercised within their
original terms by the recipient or beneficiary. If an executive is
terminated other than by retirement, death or permanent and total
disability, Incentive Plan Options which had vested as of the prior
anniversary date of the grant are forfeited unless exercised within
180 days of the date of termination in the case of Edison
International options, or during the next 60-day exercise window in
the case of Edison Mission Energy or Edison Capital phantom stock
options. All unvested Incentive Plan Options 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.
(5) Includes contributions to a vested defined contribution plan (the
SSPP), and a supplemental plan for eligible participants who are
affected by SSPP participation limits imposed on higher paid
individuals by federal tax law, for Messrs. Bryson, Danner, Muller,
Fohrer, Edgell, Ray and Frank in the following amounts: For 1995,
$19,920; $10,270; $15,988; $8,310; $8,220; $8,400 and $0,
respectively. For 1994, $29,510; $13,158; $2,325; $10,030; $4,130;
$10,740 and $0, respectively. For 1993, $28,274; $2,385; $0; $8,069;
$4,497; $9,892 and $0; 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, Muller, Fohrer, Ray and Frank in the
following amounts: For 1995, $119,821; $5,809; $1,533; $8,222;
$7,901 and $2,719, respectively. For 1994, $92,369; $0; $0; $0;
$4,755 and $0, respectively. For 1993, $99,700; $1,335; $25; $3,932;
$5,406 and $0, respectively.
(6) Includes $22,683 and $36,222 for 1993 and 1995, respectively, which
is the cost of providing Mr. Bryson's survivor benefits under the
1985 Deferred Compensation Plan. Also includes $42,776 for 1995,
which is the cost of providing Mr. Bryson's benefits under the
Executive Survivor Benefit Plan.
(7) Messrs. Danner and Fohrer were elected Edison International and SCE
Executive Vice Presidents and Mr. Ray was elected SCE Executive Vice
President effective June 1, 1995.
(8) Includes a deferred $50,000 special performance award in recognition
of Mr. Fohrer's service as interim CEO of Edison Mission Energy in
1993.
(9) Mr. Edgell received this special performance award in recognition of
his leadership in advancing the Paiton project in Indonesia in 1993.
(10) Mr. Frank was elected SCE President and Chief Operating Officer
effective June 19, 1995. His salary, incentive award and the
compensation described in footnotes (11) and (12) were made pursuant
to the terms of his employment agreement.
(11) Taxes reimbursed to Mr. Frank.
(12) In addition to the amount described in footnote (5) above, the amount
shown also includes $115,000 paid to Mr. Frank to offset expenses
resulting from joining SCE, $10,000 to assist with the transition of
his financial, tax and estate planning affairs, $18,000 in
miscellaneous relocation expenses and $250,000 credited to his
deferred compensation plan account which will vest upon completion of
five years of service.
<page 12>
<PAGE>
Option/SAR Grants Table
The following table presents certain information regarding Edison
International stock options and Edison Mission Energy and Edison Capital
phantom stock options granted pursuant to the Incentive Plan during 1995
to the Named Officers. No SARs were granted under the Incentive Plan
during 1995.
OPTION/SAR GRANTS IN 1995(1)
<TABLE>
<CAPTION>
Grant Date
Individual Grants Value
- ----------------------------------------------------------------------------------------- ---------
(a) (b) (c) (d) (e) (f)
Number of % of Total
Securities Options/SARs Exercise Grant
Underlying Granted to or Base Date
Options/SARs Employees Price Expiration Present
Name Granted(#)(2)(3)(4) in 1995 ($/Sh) Date(5) Value($)(6)
- ---- --------------- ----------- ------- ---------- -----------
<S> <C> <C> <C> <C> <C>
John E. Bryson
Edison International 120,000 13% 14.5625 01/02/2005 614,400
Edison Mission Energy 27,280 7% 52.70 01/02/2005 125,215
Edison Capital 11,980 17% 76.40 01/02/2005 89,371
Bryant C. Danner
Edison International 40,000 4% 14.5625 01/02/2005 204,800
Edison Mission Energy 9,100 2% 52.70 01/02/2005 41,769
Edison Capital 2,820 4% 76.40 01/02/2005 21,037
Edward R. Muller
Edison International 10,000 1% 14.5625 01/02/2005 51,200
Edison Mission Energy 43,190 12% 52.70 01/02/2005 198,242
Alan J. Fohrer
Edison International 45,000 5% 14.5625 01/02/2005 230,400
Edison Mission Energy 9,100 2% 52.70 01/02/2005 41,769
Edison Capital 2,820 4% 76.40 01/02/2005 21,037
Robert M. Edgell
Edison International 5,200 1% 14.5625 01/02/2005 26,624
Edison Mission Energy 25,570 7% 52.70 01/02/2005 117,366
Harold B. Ray
Edison International 40,000 4% 14.5625 01/02/2005 204,800
Stephen E. Frank
Edison International 60,000 7% 17.4375 01/02/2005 328,800
</TABLE>
____________
(1) This table has been expanded to reflect all awards made under the
Incentive Plan during 1995. In addition to Edison International
stock options, it includes Edison Mission Energy and Edison Capital
phantom stock options. The first award of phantom stock options made
under the Incentive Plan was reported in last year's proxy statement
in the table entitled "Long-Term Incentive Plans - Awards in Last
Fiscal Year" ("LTIP Table") which is intended to show threshold,
target and maximum payouts. The attributes of the phantom stock
options fit the disclosure parameters of this table better than those
of the LTIP Table because the phantom options are not awarded on the
basis of threshold, target or maximum payouts. Like Edison
International stock options, they are awarded on a present value
basis as determined pursuant to the Black-Scholes stock option
pricing model and the value paid to an executive will depend on
appreciation in the value of the phantom share. The phantom stock
options were designed to provide equity-based incentives specifically
related to Edison Mission Energy and Edison Capital which could not
otherwise be provided through ordinary stock options because their
stocks are not publicly traded. Disclosure in this table provides
more useful information to the shareholder, reduces redundant
disclosure of plan terms and simplifies the proxy statement by
disclosing all awards under the Incentive Plan in one table instead
of two. For these
<page 13>
<PAGE>
reasons, this table has been expanded to include disclosure of the
1995 phantom stock option awards and will be used to disclose future
phantom stock option awards in addition to Edison International stock
option awards. Corresponding adjustments have been made to the
"Aggregated Options/SAR Exercises in 1995 and FY-End Option SAR
Values" table and the "Summary Compensation Table".
(2) Each Edison International option granted in 1995 may be exercised to
purchase one share of Edison International Common Stock. The Edison
International stock options include a dividend equivalent feature. A
dividend equivalent account has been established for each executive
receiving Edison International options. Dividend equivalents will be
credited following the first three years of the option term if
certain Edison International performance criteria discussed below are
met. The amounts accumulate without interest. Dividend equivalents
are payable in cash (or are applicable to the exercise price) only
upon the exercise of the related option. They are forfeited if and
when the related option is forfeited.
The dividend equivalent performance criteria is measured by Edison
International Common Stock total shareholder return. If the average
quarterly percentile ranking of Edison International's total
shareholder return is less than the 60th percentile of that of the
companies comprising the Dow Jones Electric Utilities Group Index,
the dividend equivalents are reduced; if the Edison International
total shareholder return ranking is less than the 25th percentile,
the dividend equivalents are canceled. For rankings between the 60th
and 25th percentiles, the dividend equivalents are prorated. The
total shareholder return is measured at the end of the initial three-
year period and will set the percentage payable for the entire term.
If less than 100% of the dividend equivalents are earned, the
unearned portion may be restored later in the option term if Edison
International's cumulative total shareholder return ranking for the
option term attains at least the 60th percentile.
(3) Each Edison Mission Energy or Edison Capital phantom stock option may
be exercised to realize any appreciation in the deemed value of one
hypothetical share of Edison Mission Energy or Edison Capital stock
over annually escalated exercise prices. The deemed values of the
Edison Mission Energy and Edison Capital phantom stock are determined
by formula linked to the value of Edison Mission Energy and Edison
Capital portfolio investments less general and administrative cash
costs. The deemed values are recalculated annually. For this
purpose, 10 million shares of Edison Mission Energy stock and 5
million shares of Edison Capital stock are deemed to be outstanding.
The Edison International Compensation and Executive Personnel
Committee reduced these amounts from 100 million shares and 50
million shares, respectively, to better correlate the number of
Incentive Plan Options awarded to their relative present values.
This modification does not affect the value of the awards. The
Edison Mission Energy and Edison Capital phantom stock exercise
prices are derived from escalating the values of the phantom stock on
the date of grant by 12% and 10% per year, respectively, compounded
annually. If the deemed value of a share of Edison Mission Energy or
Edison Capital phantom stock exceeds the corresponding exercise price
for any year during the option term, the executive may exercise an
option right with respect to any portion of the vested options during
the 60-day exercise window in the second quarter of that year and be
paid in cash the difference between the exercise price and the deemed
value of the shares. The number of Edison Mission Energy or Edison
Capital phantom stock options awarded to each Executive Officer was
determined by dividing the calculated value of an Edison Mission
Energy or Edison Capital phantom stock option into the present value
target for the Edison Mission Energy and Edison Capital components of
the Executive Officer's Incentive Plan award as established by the
Edison International Compensation and Executive Personnel Committee
with reference to peer group surveys discussed in its report below.
(4) The Incentive Plan Options are subject to a three-year vesting period
with one-third of the total award vesting and becoming exercisable on
January 2, 1996, January 2, 1997 and January 2, 1998. The Incentive
Plan Options are not transferable (except by will, the laws of
descent and distribution, or by domestic relations order). If an
executive retires, dies, or is permanently and totally disabled
during the three-year vesting period, the unvested Incentive Plan
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 Incentive Plan Options of any person who has served in the
past on the Edison International or SCE Management Committee will
vest and be exercisable upon the member's
<page 14>
<PAGE>
retirement, death, or permanent and total disability. (Messrs.
Bryson, Danner, Fohrer and Ray have served as members of the
Management Committee.) Upon retirement, death or permanent and total
disability, the vested Incentive Plan Options 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, Incentive Plan Options which had
vested as of the prior anniversary date of the grant are forfeited
unless exercised within 180 days of the date of termination in the
case of Edison International options, or during the next 60-day
exercise period in the case of Edison Mission Energy or Edison
Capital phantom options. All unvested Incentive Plan Options 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 Edison International 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
Edison International, 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 Edison International options and the price for
each share or other unit of any other securities subject to the then
outstanding Edison International options without change in the
aggregate purchase price or value as to which such options remain
exercisable or subject to restrictions. Notwithstanding the
foregoing, upon the dissolution, liquidation, reorganization, merger
or consolidation of Edison International with one or more
corporations as a result of which Edison International is not the
surviving corporation, all Incentive Plan Options then outstanding
will become vested and be exercisable unless provisions are made as
part of the transaction to continue the Incentive Plan or to assume
or substitute options of the successor corporation with appropriate
adjustments as to the number of options.
The Edison International Compensation and Executive Personnel
Committee administers the Incentive Plan 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 the
fair market value of the underlying Common Stock on the date of grant
in the case of Edison International options. In addition, with the
consent of the executive, the Compensation and Executive Personnel
Committee may amend the terms of any award agreement, including the
price of any option, the post-termination term, and the vesting
schedule. The Compensation and Executive Personnel Committee may
substitute cash equivalent in value to the Incentive Plan Options.
(5) The expiration date of the Incentive Plan Options is January 2, 2005;
however, the final 60-day exercise period of the Edison Mission
Energy and Edison Capital phantom stock options will occur during the
second quarter of that year. The Incentive Plan Options are subject
to earlier expiration upon termination of employment as described in
footnote (4) above.
(6) The grant date value of each Edison International stock option was
calculated as the sum of two numbers: the option value and the
dividend equivalent value. The option value was calculated to be
$1.91 per option 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 17%, the
risk-free rate of return was 7.93%, the dividend yield was 6.87% and
the stock price and exercise price were $14.5625. Because of the
different grant date in Mr. Frank's case, the option value was
calculated to be $2.27 and it was assumed that the average exercise
period was eight years, the volatility rate was 17%, the risk-free
rate of return was 6.17%, the dividend yield was 5.73% and the stock
price and exercise price were $17.4375. The aggregate grant date
value represented by the Edison International option value for
Messrs. Bryson, Danner, Muller, Fohrer, Edgell, Ray and Frank was
$229,200; $76,400; $19,100; $85,950; $9,932; $76,400 and $136,200;
respectively.
<page 15>
<PAGE>
The grant date present value of the dividend equivalents on each
Edison International stock option granted in 1995 is calculated to be
$3.21. 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 annual dividend rate of
$1.00 in effect on January 1, 1995, and (b) discounting that sum to
its present value assuming a discount rate of 12.1%, which was SCE's
authorized return on common equity in 1995. This calculation does not
reflect any reduction in value for the risk that Edison International
performance measures may not be met. The aggregate estimated grant
date value represented by the dividend equivalents on the Edison
International options granted in 1995 for Messrs. Bryson, Danner,
Muller, Fohrer, Edgell, Ray and Frank was $385,200; $128,400;
$32,100; $144,450; $16,692; $128,400 and $192,600, 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.
The value of an Edison Mission Energy phantom option was calculated
to be $4.59 using the Black-Scholes stock option pricing model
assuming an average exercise period of eight years, a volatility rate
of 16.7%, a risk-free rate of return of 7.93%, a dividend yield of 0%
and an exercise price of $130.48. The value of an Edison Capital
phantom stock option was calculated to be $7.46 using the Black-
Scholes stock option pricing model assuming an average exercise
period of eight years, a volatility rate of 13.8%, a risk-free rate
of return of 7.93%, a dividend yield of 0% and an exercise price of
$163.77. These assumptions are based on average values of a group of
peer companies adjusted for differences in capital structure.
The actual value that an executive may realize will depend on various
factors on the date the option is exercised, so there is no assurance
that the value realized by an executive will be at or near the grant
date value estimated by the Black-Scholes model. The estimated values
under that model are based on certain assumptions and are not a
prediction as to future stock price.
Option/SAR Exercises and Year-End Value Table
The following table presents certain information regarding the exercise
of Edison International stock options and Edison Mission Energy and Edison
Capital "phantom stock" options during 1995 by any of the Named Officers,
and regarding unexercised options held at year-end 1995 by any of the
Named Officers. No SARs were exercised during 1995 or held at year-end
1995 by any of the Named Officers.
<page 16>
<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN 1995
AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs at
Shares at FY-End (#)(1) FY-End ($)(1)(2)
Acquired Value ------------------- --------------------
on Exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable
- ---- ------------ --------- -------------- --------------
<S> <C> <C> <C> <C>
John E. Bryson
Edison International -- -- 182,333/169,467 578,364/367,500
Edison Mission Energy -- -- 3,313/33,907 0/0
Edison Capital -- -- 0/11,980 0/0
Bryant C. Danner
Edison International -- -- 39,133/60,627 150/122,500
Edison Mission Energy -- -- 1,367/11,833 0/0
Edison Capital -- -- 0/2,820 0/0
Edward R. Muller
Edison International -- -- 18,033/26,067 0/30,625
Edison Mission Energy -- -- 5,940/55,070 0/0
Alan J. Fohrer
Edison International -- -- 30,167/63,533 22,700/137,813
Edison Mission Energy -- -- 1,300/11,700 0/0
Edison Capital -- -- 0/2,820 0/0
Robert M. Edgell
Edison International -- -- 29,850/11,400 76,527/15/925
Edison Mission Energy -- -- 3,740/33,050 0/0
Harold B. Ray
Edison International -- -- 43,000/59,000 71,045/122,500
Stephen E. Frank
Edison International -- -- 0/60,000 0/11,250
</TABLE>
____________
(1) Each Edison International option may be exercised for one share of
Edison International Common Stock at an exercise price equal to the
fair market value of the underlying Common Stock on the date the
option was granted. For options granted before 1994, and for
10,000 options granted to Mr. Muller on January 3, 1994 pursuant to
his employment agreement, dividend equivalents are accrued on each
option at the same time and rate as would be payable on the number of
shares of Edison International Common Stock underlying the option.
For all other options granted in 1994, dividend equivalents are
subject to reduction unless certain Edison International or Edison
Capital performance criteria are met. Dividend equivalents for 1995
options are subject to reduction unless Edison International
financial performance criteria are met. 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.
Each Edison Mission Energy or Edison Capital phantom stock option
represents a right to exercise an option on one hypothetical share of
Edison Mission Energy or Edison Capital phantom stock.
(2) Edison International options have been treated as "in-the-money" if
the fair market value of the underlying stock at year-end 1995
exceeded the exercise price of the options reduced by accrued
dividend equivalents on the related stock. The dollar amounts shown
are the difference between the fair market value of the Edison
International Common Stock underlying all unexercised in-the-money
options at year-end 1995 and the exercise price of those options
reduced by dividend equivalents
<page 17>
<PAGE>
accrued on the options at year-end 1995. 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 1995 of all unexercised in-the-money options,
exercisable and unexercisable, for Messrs. Bryson, Danner, Muller,
Fohrer, Edgell, Ray and Frank was $26,784/$367,500; $0/$122,500;
$0/$30,625; $0/$137,812; $0/$15,925; $0/$122,500 and $0/$11,250.
Edison Mission Energy and Edison Capital phantom stock options are
considered in the money if the deemed values of the Edison Mission
Energy and Edison Capital phantom stock, which are determined
annually by formula linked to project values, exceed prescribed
exercise prices. Deemed values at year-end are not available until
the second quarter of the following year. Therefore, amounts shown
in Column (e) reflect deemed values at fiscal year-end for 1994, the
most recent data available.
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>
200,000 50,000 67,500 85,000 102,500 120,000 130,000 140,000
300,000 75,000 101,250 127,500 153,750 180,000 195,000 210,000
400,000 100,000 135,000 170,000 205,000 240,000 260,000 280,000
500,000 125,000 168,750 212,500 256,250 300,000 325,000 350,000
600,000 150,000 202,500 255,000 307,500 360,000 390,000 420,000
700,000 175,000 236,250 297,500 358,750 420,000 455,000 490,000
800,000 200,000 270,000 340,000 410,000 480,000 520,000 560,000
900,000 225,000 303,750 382,500 461,250 540,000 585,000 630,000
1,000,000 250,000 337,500 425,000 512,500 600,000 650,000 700,000
1,100,000 275,000 371,250 467,500 563,750 660,000 715,000 770,000
1,200,000 300,000 405,000 510,000 615,000 720,000 780,000 840,000
1,300,000 325,000 438,750 552,500 666,250 780,000 845,000 910,000
1,400,000 350,000 472,500 595,000 717,500 840,000 910,000 980,000
1,500,000 375,000 506,250 637,500 768,750 900,000 975,000 1,050,000
1,600,000 400,000 540,000 680,000 820,000 960,000 1,040,000 1,120,000
</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) SCE's present 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 SCE's deferred
compensation plans will be paid out of the ERP as unsecured
obligations of SCE.
The Retirement Plan and ERP 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
average of the executive's highest 36 consecutive months of regular salary
and, in the case of the ERP, the average of the 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 Plan and ERP as they were then
constituted. These grandfathering provisions may provide slightly higher
benefits for individuals who have less than 22.7 years of service.
Executive Officers earn an additional 0.75% service percentage for each
year of service up to 10 years. 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 (represented employees after January 1, 1989), accrual of years of
credited
<page 18>
<PAGE>
<PAGE>
service occurs without regard to attainment of age 65. Periods during
which participants receive benefits under the Long-Term Disability Plan
also count for credit under the Retirement Plan and ERP.
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.
Messrs. Danner, Fohrer and Edgell have elected to retain coverage under
a previous benefit program. This program provided, among other benefits,
the post-retirement benefits discussed in the following section. The ERP
benefits provided in the previous program are less than the benefits shown
in the pension table. To determine these reduced benefits, multiply the
dollar amounts shown in each column by the following factors: 10 years
of service - 70%, 15 years - 78%, 20 years - 82%, 25 years - 85%, 30 years
- - 88%, 35 years - 88%, and 40 years - 89%.
For purposes of the ERP, as of December 31, 1995, Mr. Bryson had
completed 11 years of service, Mr. Danner--13 years, Mr. Muller--2 years,
Mr. Fohrer--22 years, Mr. Edgell--25 years, Mr. Ray--25 years and Mr.
Frank--1.25 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. For purposes of determining the
estimated annual benefits payable under these plans 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 ($1.60 million) has been used in the examples which
follow.
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 24% 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 $1.60 million, the beneficiary's
estimated annual survivor benefit would be $384,000. Messrs. Danner,
Fohrer and Edgell have elected coverage under this program.
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 $1.60 million, the beneficiary's estimated annual
survivor benefit would be $400,000. If a Named Officer were to elect the
Retirement Income benefit in lieu of Survivor Income and had final annual
compensation of $1.60 million, the Named Officer's estimated annual
benefit would be $160,000. Messrs. Danner, Fohrer and Edgell have elected
coverage under this program.
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 and Ray 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
<page 19>
<PAGE>
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
$46,329, respectively.
Employment Contracts and Termination of Employment Arrangements
Mr. Danner executed an employment agreement when he joined Edison
International and SCE 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 SCE and Edison International for
purposes of determining benefits under the ERP, and he will accrue one
year of service for each actual year of employment he completes. After
three years of service was completed in 1995, the conditionally credited
years were vested, so any subsequent severance will be treated as a
retirement for all executive benefit programs. In addition, Edison
International and SCE have agreed to use their best efforts to make
available health care coverage until Mr. Danner and his spouse reach age
65 with Edison International and SCE bearing the cost over the amount an
SCE retiree would bear for coverage in the SCE group plan with the highest
deductible.
Mr. Frank executed an employment agreement when he joined SCE as
President and Chief Operating Officer and as a member of the Board of
Directors of Edison International and SCE on June 19, 1995. The agreement
set his initial annual salary at $500,000 with subsequent adjustments to
be based on performance reviews. It provided for a 1995 incentive award
of $150,000 and an initial award of 60,000 nonqualified Edison
International stock options with dividend equivalents linked to company
performance with an exercise price equal to the fair market value of the
stock on the date of grant, $17.4375. Mr. Frank was paid $197,100
($115,000 after taxes) to offset expenses resulting from joining SCE. For
purposes of the ERP, he will be credited with 1.25 years of service for
each year of actual service up to ten years. A deferred compensation plan
account was established pursuant to the agreement and credited with
$250,000 which will vest when Mr. Frank completes 5 years of service.
Full relocation expenses including $20,000 in miscellaneous expenses were
provided including the purchase of Mr. Frank's Florida home at its fair
market value. A one-time payment of $10,000 was made to assist with the
transition of his financial, tax and estate planning affairs. Two club
memberships are included along with the company's regular executive and
employee benefits. If Mr. Frank is terminated involuntarily (other than
for cause), he will receive a severance payment equal to one year's salary
plus an annual incentive award, the deferred compensation plan credit
discussed above will be vested on a pro rata basis, the initial
nonqualified stock option grant will be fully exercisable (if termination
occurs after one year of service), and the additional service credit will
be counted for purposes of determining whether the five years of service
necessary to receive retirement benefits under the Executive Retirement
Plan have been attained.
Mr. Muller executed an employment agreement when he joined Edison
Mission Energy as President and Chief Executive Officer in August 1993.
The agreement established his annual rate of salary for 1993 and 1994 at
$300,000. It provided for an incentive award of $125,000 payable in early
1994 when other incentive awards were paid to Executive Officers for 1993
performance. The agreement provided he would be granted 20,000 Edison
International stock options under the Incentive Plan in August 1993 and
an additional 10,000 Edison International stock options in January 1994
with exercise prices equal to the fair market value of the stock on the
dates of grant. (The fair market value of the stock on those dates was
$24.4375 and $20.1875, respectively.) It also provided that for
exceptional 1994 performance, Mr. Muller would be eligible for an annual
incentive award with a maximum potential value equivalent to his annual
salary. If Mr. Muller's service had terminated prior to 1995 for reasons
other than cause, he would have received a $400,000 severance payment and
the Edison International stock options previously granted would have been
fully vested and exercisable.
<page 20>
<PAGE>
Other Management Transactions
In 1994, SCE loaned Owens F. Alexander, Jr., an Executive Officer of
SCE, $100,000 in connection with his purchase of a principal residence
following his relocation to the Southern California metropolitan area.
Under the provisions of the loan, one-seventh of the original principal
amount will be forgiven March 1st of each year if Mr. Alexander remains
employed on that date. The loan is interest-free during Mr. Alexander's
employment; however, if his employment terminates before the end of the
seven-year loan term, the entire principal balance owing on that date will
be due and payable within 90 days. Interest will accrue on any remaining
principal balance at the Bank of America Prime Interest Rate after 90
days. The largest aggregate amount of indebtedness outstanding under the
loan during 1995 was $100,000.
In 1994, Edison Mission Energy made a loan to S. Daniel Melita, Senior
Vice President, in the amount of $150,000 in exchange for a note executed
by Mr. Melita and payable to Edison Mission Energy at seven percent (7%)
interest, with annual interest only payments. The note was originally due
and payable by May 1, 1997. Mr. Melita was named President of Edison
Mission Energy - Europe and transferred to its European headquarters in
May, 1995. Edison Mission Energy agreed to defer payment on the loan
until five years from the effective date of the international assignment.
At that time, a lump sum payment of principal and accrued interest will
be due. In the event Mr. Melita's employment relationship with Edison
Mission Energy is terminated prior to the due date of the note, the entire
unpaid principal balance together with accrued interest will be payable
within 90 days of Mr. Melita's departure date. The largest aggregate
amount of indebtedness outstanding under the loan during 1995 was
$160,500.
COMPENSATION AND EXECUTIVE PERSONNEL COMMITTEES' REPORT ON EXECUTIVE
COMPENSATION(1)
The Edison International and SCE Compensation and Executive Personnel
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 1995. The Edison International Committee determines salaries and
administers the annual incentive plan for Edison International officers.
The SCE Committee determines salaries and administers the annual incentive
plan for SCE officers. The salaries and annual incentive awards of the
officers of other Edison International subsidiaries ("Subsidiaries") are
determined by their respective boards of directors. However, the Edison
International Committee reviews the salaries and annual incentive awards
of the Executive Officers at the Subsidiaries to ensure consistency with
overall Edison International compensation policies. In addition, the
Edison International Committee administers the Edison International
Officer Long-Term Incentive Compensation Plan ("Incentive Plan") pursuant
to which stock options and phantom stock options may be awarded.
Compensation Policies
The executive compensation programs of Edison International, SCE and the
Subsidiaries are designed by the Committees to achieve three fundamental
objectives: (1) attract and retain qualified
____________
(1) Notwithstanding anything to the contrary contained in any document
filed by Edison International or SCE with the Securities and Exchange
Commission, 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 Edison International or SCE
specifically incorporate this report by reference therein, and shall
not be deemed soliciting material or otherwise be deemed filed under
either of such acts.
<page 21>
<PAGE>
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), stock
options and phantom stock options. The companies also provide broad-
based employee benefit plans and certain other executive benefit plans.
Section 162(m) of the Internal Revenue Code generally disallows a tax
deduction to public companies for compensation over $1 million paid to
their chief executive officers and the four other most highly compensated
executive officers. The Committees believe that all compensation paid
to the Executive Officers for services rendered through 1995 is fully
deductible. The Committees' general intent is to design and administer
the Edison International and SCE 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 where it seems appropriate to do so in the overall best
interests of the companies, and consistent with the Committees' other
compensation policies described above.
1995 Compensation Actions
For the past several years, the Committees have based their compensation
actions for the companies on data gathered through independent surveys of
peer group companies. The Committees utilize independent compensation
consultants to annually review and identify the appropriate comparison
companies and to obtain and evaluate current executive compensation data
for SCE and the Subsidiaries. Comparison utility companies for the
utility peer group are selected on the basis of total assets, net sales,
business focus and regulatory climate. For 1995 SCE planning, a utility
peer group of 15 companies was utilized along with a new deregulating peer
group developed in recognition of Edison International's ongoing process
of deregulation. The deregulating peer group includes 29 companies in the
natural gas, banking, telecommunications and railroad industries and was
used only for purpose of targeting SCE's long-term incentives as described
below. Although these peer groups differ from the Dow Jones Electric
Utilities Group Index depicted in the Stock Performance Graph, all but one
of the 15 companies comprising the utility peer group are included in the
index, and the Committees believe that together, the two peer groups
utilized provide the most comparable and relevant compensation data
obtainable for Edison International and SCE in view of the companies'
changing business environment. Selecting peer groups for the Subsidiaries
was accomplished by a similar process geared to identifying appropriate
comparison companies in their respective industries.
The Committees' strategy for 1995 compensation planning was established
in December 1994 to generally target fixed compensation (salary and
benefits) for SCE at the median level of the utility peer group. Target
annual incentive award opportunities were set for SCE, and a maximum
incentive award opportunity of 150% of target levels was established for
significant performance exceeding target levels consistent with the
Committees' objective of using performance-based incentives to provide the
potential to earn targeted total cash compensation at the 75th percentile
of the utility peer group. Target long-term incentive award opportunities
at SCE were adjusted upward one-third of the difference in survey values
between the 75th percentile of the utility peer group and the median of
the deregulating peer group. The Subsidiaries also targeted salary and
benefits at the median level of their respective peer groups, but placed
greater emphasis on incentive compensation by setting the maximum
incentive opportunity at 200% of target for significant performance
exceeding target levels. The Committees may deviate above and below
established targets in individual cases as deemed appropriate in their
discretion.
Base Salaries
The Committees reviewed the base salaries for Mr. Bryson and the other
Executive Officers at the end of 1994. As reported last year, 1994 had
been a difficult year for Edison International in terms of total
shareholder return, and for the electric utility industry as a whole.
Largely because of this, and although Edison International and SCE had met
nearly all of their performance targets, Mr. Bryson recommended that most
SCE officers, including himself, receive no 1995 base salary increases.
After careful consideration, the Committees adopted Mr. Bryson's
recommendation. The base salary
<page 22>
<PAGE>
component of Mr. Bryson's compensation therefore remained at $664,000
which was below the average of the CEOs of the utility peer group. The
Committees approved base salary adjustments averaging 2.6% for the other
Executive Officers at Edison International and SCE.
Effective June 1, 1995, Mr. Danner and Mr. Fohrer were elected Executive
Vice Presidents of Edison International and SCE and Mr. Ray was elected
an Executive Vice President of SCE. Three vice presidents of SCE were
elected senior vice presidents. Promotional salary adjustments averaging
9.4% for these officers were approved by the Committees consistent with
the objectives discussed above. The Committees also approved the terms
of employment of Mr. Frank, who was elected President and Chief Operating
Officer of SCE effective June 19, 1995.
In December of 1994, the Edison International Committee also reviewed
the base salaries of the Executive Officers at the Subsidiaries. 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 assure conformance with overall Edison International compensation
policies. The Committees approved salary increases for Executive Officers
at the Subsidiaries averaging 6.3% at Edison Mission Energy and 12.75% at
Edison Capital.
After 1995 salary adjustments and promotions are taken into account, the
base salaries of 15 of the 32 Executive Officers at Edison International,
SCE and the Subsidiaries are at or below median levels of their respective
peer groups and 17 are above median levels.
Incentive Compensation Awards for 1995 Performance
Annual incentive compensation is determined on the basis of overall
corporate performance and the Committees' assessment of the individual
Executive Officer's performance. Target incentive awards for Executive
Officers under SCE's plan for 1995 ranged from 35% of base salary for vice
presidents to 70% of base salary for Mr. Bryson. Maximum opportunity
levels at SCE were set at 150% of target award levels. At Edison Mission
Energy and Edison Capital, 1995 target awards for Executive Officers
ranged from 40% of base salary for senior vice presidents to 60% of base
salary for the Presidents. Maximum opportunity levels at the Subsidiaries
were set at 200% of target award levels. Awards are made in the judgment
of the Committees taking into account overall company results as guided
by the specific performance objectives described below. The Committees
generally allocated the incentive award opportunities of Mr. Bryson, Mr.
Danner and Mr. Fohrer among the companies on a relative size basis: SCE -
75%, Edison Mission Energy - 15%, and Edison Capital - 10%.
A 1995 SCE Corporate Achievement Agenda with specific quantitative goals
was adopted by the SCE Committee at the beginning of the year. No
particular weight was assigned to the objectives.
o Competitive Performance: Manage company costs and generation costs
below specified cents per kilowatt hour levels.
o Customer Value: Offer additional specified energy investment and
financing options, flexible pricing options and additional billing
options; keep customer satisfaction survey levels above a specified
percentile.
o Regulatory Results: Secure approval of the General Rate Case settlement
and a successful outcome in the performance based ratemaking proceeding
for transmission/distribution; make maximum feasible progress within the
regulatory schedule toward adoption of performance based ratemaking for
generation, adoption of a principled industry restructure and resolution
of the Biennial Resource Planning Update (BRPU) at the lowest feasible
customer cost.
o Team Performance: Achieve a specified level of employees' understanding
of industry change and their role in meeting customer expectations and
the competitive challenge and reduce lost-time accidents by a specified
percentage.
<page 23>
<PAGE>
o Shareholder Value: Earn within a specified range of authorized return
and achieve a specified level of new/expanded revenue.
o Regional Leadership: Retain/expand energy efficient sales by a
specified kilowatt hour level through business retention/expansion
programs, bypass mitigation and electric technology solutions. Support
commercialization of electric transportation through construction of a
specified number of charging installations and reduce residential
installation cost by a specified percentage. Facilitate use of a
specified number of electric vehicles within SCE territory.
The Edison Mission Energy and Edison Capital incentive awards were based
on specific goals related to four equally-weighted performance measures.
Edison Mission Energy goals were net income, value added, operating cash
flow and department/individual performance. Edison Capital goals were net
income, value added, return on equity and department/individual
performance.
The Committees met in February 1996 to evaluate each company's
performance and to determine the 1995 annual incentive awards for
Executive Officers. They considered whether the stated 1995 objectives
for each performance goal were attained and reviewed other significant
events during the year. The Committees determined that the overall 1995
results achieved at SCE were excellent. Most SCE objectives were fully
achieved. The Subsidiaries also had outstanding performance during 1995,
meeting or exceeding their performance targets.
Mr. Bryson was eligible for a maximum 1995 incentive award of $755,400.
The Committees approved an award of $650,800 which was 86% of his maximum
award potential. In addition to evaluating Mr. Bryson's overall
performance as measured by the companies' excellent results in relation
to the specific performance goals discussed above, the Committees'
subjective assessment of his performance as CEO was considered. Factors
found to be particularly significant for 1995 were Mr. Bryson's management
of the regulatory process, the internal restructuring of SCE and his
leadership in setting the strategic direction of the Subsidiaries.
The 1995 annual incentive awards for the other Executive Officers at SCE
averaged 81% of maximum. The 1995 annual incentive awards for the
Executive Officers at Edison Mission Energy and Edison Capital averaged
83% of maximum.
Long-Term Compensation Awards
Long-term compensation is comprised of stock options and phantom stock
options under the Incentive Plan. This plan is designed to 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.
For 1995, the Edison International Committee granted ten-year
nonqualified Edison International Common Stock options with dividend
equivalents linked to Edison International performance ("Edison
International Options"), Edison Mission Energy phantom stock options
and/or Edison Capital phantom stock options. The Incentive Plan award
opportunities of Mr. Bryson, Mr. Danner and Mr. Fohrer were allocated
between the companies on the same basis as the annual incentive awards.
Approximately 80% of the Incentive Plan award opportunities of Executive
Officers of the Subsidiaries were allocated to their respective companies'
options, with the balance allocated to Edison International Options.
Options were awarded to Executive Officers at the discretion of the
Committee and are not formula-driven. The number and value of options
granted in prior years was not a factor in the current year award
determination. Edison International Options covering a total of 602,500
shares, at an option price of $14.5625 per share were granted to Executive
Officers in January 1995. Edison International Options covering 20,000
and 60,000 shares were granted to two new Executive Officers in April
1995 and June 1995 at option prices of $15.50 and $17.4375 per share,
respectively. Edison Mission Energy phantom options covering a total of
182,660 shares were granted to Executive Officers in January 1995 at a
base price of $52.70 per share. Edison Capital phantom options covering
a total of 48,930 shares were granted to Executive Officers in January
1995 at a base price of $76.40 per share.
<page 24>
<PAGE>
The Edison International Committee approved a January 1995 Incentive
Plan award to Mr. Bryson of 120,000 Edison International Options with
dividend equivalents linked to Edison International performance, 27,280
Edison Mission Energy phantom options and 11,980 Edison Capital phantom
options. 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 Edison International stock and dividends and
to the relative value provided to Edison International by its three major
subsidiaries. The target values established and the actual options
granted to Mr. Bryson and the other Executive Officers were consistent
with the Committees' strategy described above.
Compensation and Executive Personnel Committees of the Edison
International and SCE Boards of Directors
Charles D. Miller Joseph J. Pinola
(Chair) Thomas C. Sutton
Camilla C. Frost Daniel M. Tellep
Luis G. Nogales
February 15, 1996
Compensation and Executive Personnel Committee Interlocks and Insider
Participation
The Compensation and Executive Personnel Committee members whose names
appear on the Committees' Report above were members of the Committees
during all of 1995 except for Mr. Sutton who joined the Committees on
April 20, 1995. Under applicable SEC rules, there were no interlocks or
insider participation on the Committees.
<page 25>
<PAGE>
Stock Performance Graph(1)(2)
Set forth below is a graph comparing the yearly percentage change in the
cumulative total shareholder return for the last five fiscal years on the
Edison International Common Stock (assuming an initial investment of $100
on December 31, 1990), 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 the Standard and Poor's 500 Stock
Index ("S&P 500") and the Dow Jones Electric Utilities Group Index ("Dow
Utilities"). The Dow Utilities contains 48 utility companies that are
electric or combination (electric and gas) companies. Both indices are
published daily in The Wall Street Journal. Edison International is
included in both the S&P 500 and the Dow Utilities.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG EDISON INTERNATIONAL, THE S & P 500 INDEX
AND THE DOW JONES ELECTRIC UTILITIES INDEX
<TABLE>
<CAPTION>
Cumulative Total Return
------------------------------------------------------
1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
SCEcorp 103 136 136 131 104 127
S & P 500 97 126 136 150 152 215
D J Electric Utilities 102 132 141 158 138 178
</TABLE>
* $100 invested on December 31, 1990, in stock or index - including
reinvestment of dividends. Fiscal year ending December 31.
- ------------
(1) Notwithstanding anything to the contrary contained in any document
filed by Edison International or SCE with the SEC or elsewhere, this
graph 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 Edison International or SCE specifically incorporates
this graph 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 graph is not
necessarily indicative of future performance. The Companies will not
make or endorse any predictions as to future stock performance or
dividends.
<page 26>
<PAGE>
Certain Additional Affiliations and Transactions of Nominees and Executive
Officers
Mr. Olson is a Senior Partner of the law firm of Munger, Tolles and
Olson, which provided legal services to Edison International and SCE in
1995.
In 1995, WRG, a management consulting firm of which Mr. John Danner is
a partner, was paid $225,391.60 by SCE and $729,866.40 by Edison
International for consulting services provided in late 1994 and 1995. Mr.
Danner is the brother of Bryant C. Danner, Executive Vice President and
General Counsel of Edison International and SCE.
Edison International and SCE 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 Edison International's and
SCE's respective Directors and Officers, and persons who own more than 10%
of a registered class of Edison International's or SCE'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 Edison International or SCE, 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, Edison International and SCE, believe that from January 1, 1995
through December 31, 1995, their Directors, Officers and greater than 10%
beneficial owners complied with all Section 16(a) filing requirements,
except that one report covering one transaction was filed late by Carl
Huntsinger, Director, and one report covering one transaction was filed
late by Bruce Foster, SCE officer. Each transaction was in Edison
International Common Stock. In addition, the initial report on Form 3 was
filed late by Ashraf J. Dajani, Edison Capital officer.
Committees and Compensation of the Boards of Directors
The Committees of each of the Edison International and SCE Boards are
the Audit Committee, Compensation and Executive Personnel Committee,
Executive Committee, Finance Committee and Nominating Committee. The
major functions of each of these committees are described briefly below.
The composition of each committee is the same for Edison International and
SCE.
Audit Committees. Each Audit Committee meets regularly with the
management of Edison International or SCE, 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 Edison International or SCE Board, as applicable.
In addition, each Audit Committee recommends to the Edison International
or SCE Board, 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 Edison International or SCE in financial reporting, the scope of
internal financial auditing procedures and the adequacy of internal
accounting controls.
Compensation and Executive Personnel Committees. Each Compensation and
Executive Personnel Committee periodically reviews the performance and
compensation of the Edison International or SCE Executive Officers, as
applicable, and approves appropriate adjustments which are reported to
the Edison International or SCE Board. The Committees also participate
in executive succession planning and management development. Additional
information as to the Committees' duties are described in the
"Compensation and Executive Personnel Committees' Report on Executive
Compensation" above.
<page 27>
<PAGE>
Executive Committees. Each Executive Committee is empowered to exercise
the authority of the Edison International or SCE Board, as applicable, in
the management of the business and the affairs of Edison International or
SCE, between meetings of the Edison International or SCE Board, except to
the extent limited by the California General Corporation Law.
Finance Committees. Each Finance Committee regularly reviews the
financial structure of their respective company. In addition, the Edison
International Finance Committee reviews the financial planning process and
investment outlook for Edison International and its nonutility
subsidiaries, and approves certain committed investments. The SCE Finance
Committee reviews the five year capital expenditure outlook, financing
plans, total revenue requirements and earnings trends of SCE as well as
approving certain capital projects.
Nominating Committees. Each Nominating Committee periodically consults
with the management of Edison International or SCE, as applicable, reviews
suggestions of candidates for Director made by shareholders and makes
recommendations regarding the composition of the Edison International or
SCE Board and selection of individual candidates for election as
Directors. Suggestions by shareholders for candidates should be submitted
in writing, accompanied by biographical material for evaluation and sent
to the office of the Secretary, Edison International and/or SCE, P.O. Box
800, Rosemead, California 91770.
Compensation of Directors. During 1995, each Director who was not an
Executive Officer of Edison International or SCE received $20,000 plus
$1,500 for each meeting attended. Each Director who was not an Executive
Officer and was a member of an Executive Committee received $2,000 in 1995
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 and Executive Personnel 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 1995.
Since each Director serves on both Edison International and SCE 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 Edison International and SCE Boards, except that separate meeting fees
are paid for each meeting of one of the Edison International or SCE
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 Edison International and SCE that meetings of the Edison International
and SCE 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 Edison International Director Incentive Compensation
Plan, which was approved by the Edison International shareholders in 1992,
each Director of Edison International and SCE is automatically granted 200
shares of Edison International Common Stock upon election or reelection
to their respective Boards. Directors serving on both Boards receive only
one award per year.
Edison International and SCE maintain identical retirement plans for
Directors. Under the terms of the plans, retiring or resigning Directors
in good standing with at least five years of service on the Edison
International or SCE Board are entitled to receive an annual retirement
benefit in the amount of the yearly retainer plus an amount equal to the
meeting fee times the number of regularly scheduled Board meetings, as in
effect on the date of termination of service. Payments commence at age
65, or if later, upon retirement from the Edison International or SCE
Board. 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 Edison International or SCE Board. Upon the
death of a Director without a surviving spouse, or upon the death of a
Director's surviving spouse, a lump sum equal to the amount of any
remaining benefits will be paid to his or her estate. Simultaneous
service on both Boards does not duplicate benefits earned under the plans.
<page 28>
<PAGE>
Under the terms of the SCE 1985 Deferred Compensation Plan for SCE
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 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 $12,969; $12,969; $17,441; $17,441; $12,969; $17,441 and
$17,441 was credited to the 1985 Deferred Compensation Plan accounts of
Messrs. Barker, Gerken, Huntsinger, Rosser, Segerstrom, Zapanta and Mrs.
Hanley, respectively, in 1995. (Messrs. Barker, Gerken and Segerstrom
retired from the Boards of Directors in 1995.) All amounts payable under
this plan are treated as unsecured obligations of SCE.
Directors are eligible to defer up to 100% of their Board compensation,
including any retainers, and any meeting fees under the Edison
International Director Deferred Compensation Plan. Sponsorship of this
plan was assumed by Edison International in 1995, consolidating previous
plans with respect to active directors. A grantor trust was also adopted
to fund the deferred compensation liability. Amounts may be 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, in monthly
installments of 60, 120, or 180 months, or in a combination of a partial
lump sum and installments. 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 $2,391; $989; $4,047;
$5,352; $174; $5,600; $2,842; $5,231; $556; $1,630; $6,379 and $376 was
credited to the Edison International Deferred Compensation Plan accounts
of Messrs. Allen, Barker, Gerken, Huntsinger, Olson, Rosser, Segerstrom,
Shannon, Smith, Watkins, Zapanta and Mrs. Hanley, respectively, in 1995.
All amounts payable under these plans are treated as unsecured obligations
of Edison International.
In 1990, following his retirement as Chairman of the Board, President
and Chief Executive Officer, Mr. Allen entered into a consulting agreement
with Edison International and SCE. In 1995, the final year of the
agreement, Mr. Allen received $250,000 as compensation for his services.
During 1995, Mr. Allen's services included providing advice and counsel
on financial and governmental relations matters.
Meetings and Attendance
During 1995, the Edison International and SCE Audit Committees met three
times each, the Finance Committees met two times each, the Compensation
and Executive Personnel Committees met four times each, the Nominating
Committees met once and the Edison International Executive Committee met
twice. The Edison International Board and the SCE Board each met eight
times during 1995.
During 1995, all Directors attended 75% or more of the aggregate total
meetings of the Edison International and SCE Boards and Committees on
which they served.
<page 29>
<PAGE>
Stock Ownership of Certain Shareholders
The following table presents certain information regarding shareholders
who are known to Edison International or SCE to be beneficial owners of
more than 5% of any class of Edison International's or SCE's voting
securities as of December 31, 1995:
<TABLE>
<CAPTION>
Amount and
Nature of
Beneficial Percent
Class of Stock Name and Address of Shareholder Ownership(1) of Class
- -------------- ------------------------------- ------------ ---------
<S> <C> <C> <C>
SCE Common Stock Edison International 434,888,104(2) 100%
2244 Walnut Grove Avenue
Rosemead, California 91770
Edison International Common Stock First Interstate Bancorp 48,501,813(3) 9.14%
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 a holding company, Edison International became
the holder of all issued and outstanding shares of SCE Common Stock
on July 1, 1988.
(3) 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
SCE employees participating in the SSPP. SSPP 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.
INDEPENDENT PUBLIC ACCOUNTANTS
The Edison International and SCE Boards have appointed Arthur Andersen
LLP as independent public accountants to conduct the annual examination
of the financial statements of Edison International and SCE for the year
ending December 31, 1996. Arthur Andersen LLP is an international public
accounting firm which provides leadership in public utility accounting
matters.
Representatives of Arthur Andersen LLP are expected to be present at the
respective annual meetings of Edison International and SCE. 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 1996 ANNUAL MEETINGS
Under the Edison International and SCE Bylaws, shareholders intending
to bring any business before an Annual Meeting of Shareholders of either
Edison International or SCE, including nominations of persons for election
as directors, must give written notice to the Secretary of Edison
International or SCE, as the case may be, of the business to be presented.
The notice must be received at the Edison International or SCE 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 Edison International or SCE.
Assuming that the 1997 Annual Meetings of Shareholders are held on April
17, 1997 as currently specified by the bylaws, the period for the receipt
by either company of written notice of business to be brought by
shareholders before the 1997 Annual Meetings of Shareholders will commence
on December 18, 1996 and end on February 16, 1997.
<page 30>
<PAGE>
Shareholder proposals intended to be included in Edison International's
or SCE's respective proxy statement and forms of proxy relating to their
1997 annual meetings must be received by Edison International or SCE, as
the case may be, no later than November 8, 1996, under the SEC's
shareholder proposal rule.
Availability of Form 10-K
The Edison International and SCE 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, 1995, will be furnished without charge
to their shareholders upon written request. This report is expected to
be available for distribution after March 29, 1996. A copy may be
requested by writing to Corporate Governance, Edison International, 2244
Walnut Grove Avenue, P.O. Box 999, Rosemead, California 91770, or
Corporate Governance, 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 Edison International and SCE 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 8, 1996.
For the Boards of Directors,
BEVERLY P. RYDER, Secretary
Edison International and
Southern California Edison Company
<page 31>
<PAGE>
Edison International
P.O. Box 350
Rosemead, CA 91770
Dear Shareholder:
The 1996 Annual Meetings of Shareholders will be held at 10:00 a.m. on
April 18, 1996, at The Industry Hills Sheraton Resort and Conference
Center, One Industry Hills Parkway, City of Industry, California.
As a shareholder of Edison International, it is important that you
exercise your right to vote. Please use the proxy card below to vote,
detach it from this letter and return it promptly in the envelope
provided. As a participant of the Stock Savings Plus Plan (SSPP), you
will receive a separate package containing an annual report, proxy
statement and voting instruction card to be used in voting your SSPP
shares.
Sincerely,
Beverly P. Ryder
Beverly P. Ryder
Corporate Secretary
The Board of Directors recommends a vote FOR the item regarding:
<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>
PLEASE MARK ALL
_____________________________ CHOICES LIKE THIS X
ACCOUNT NUMBER ---
SIGNATURE_________________________DATE____________
SIGNATURE_________________________DATE____________
PAGE 1
<PAGE>
Edison International (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 Edison International to be held at The Industry Hills
Sheraton Resort and Conference Center, One Industry Hills Parkway, City
of Industry, California, on April 18, 1996, 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 matter listed on the other side.
The shares will be voted as indicated on this card. WHERE NO
INDICATION IS SHOWN, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED
FOR ITEM 1. In addition, the appointed proxies may vote in their
discretion on such other matters as may properly come before the meeting.
NOMINEES FOR DIRECTORS
----------------------
H. P. ALLEN
J. E. BRYSON
W. H. CHEN
S. E. FRANK
C. C. FROST
J. C. HANLEY
C. F. HUNTSINGER
C. D. MILLER
L. G. NOGALES
R. L. OLSON
J. J. PINOLA
J. M. ROSSER
E. L. SHANNON, JR.
R. H. SMITH
T. C. SUTTON
D. M. TELLEP
J. D. WATKINS
E. ZAPANTA
(OVER)
PAGE 2
<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>
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 3
<PAGE>
Edison International
P.O. Box 350
Rosemead, CA 91770
March 8, 1996
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 Edison
International, which will be held on April 18, 1996. You have one vote
for each share of stock credited and conditionally credited to your
account through March 5, 1996.
Enclosed is a copy of Edison International's 1995 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 proxy card
below, sign it, detach it from this letter, and return it promptly in the
envelope provided.
If you do not intend to keep your copy of the Annual Report or Proxy
Statement, please return it via pony mail to: Corporate Governance, Room
374, G.O.1.
Sincerely,
Emiko Banfield
Chair, Employee Benefits/Health Care Committee
Fold and Tear Here Fold and Tear Here
- -----------------------------------------------------------------------
The Board of Directors recommends a vote FOR item 1.
<TABLE>
<CAPTION>
<S> <C> <C>
(1) ELECTION OF DIRECTORS:
FOR ____ WITHHOLD ____ (INSTRUCTIONS: To withhold authority to vote
all nominees listed on Authority to vote for any individual nominee, write that nominee's
the reverse side (except for all nominees on name in the space provided below.)
as marked to the contrary the reverse side
to the right) ________________________________________________
</TABLE>
_______________ PLEASE MARK ALL
ACCOUNT NUMBER CHOICES LIKE THIS X
___
SIGNATURE DATE
____________________ ________________
PAGE 4
<PAGE>
Edison International
P.O. Box 350
Rosemead, CA 91770
FIRST INTERSTATE BANK OF CALIFORNIA, Trustee
Stock Savings Plus Plan of Southern California Edison Company
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
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 the shares of stock credited and conditionally credited
to me in the Plan as of March 5, 1996, at the Annual Meeting of
Shareholders of Edison International to be held on April 18, 1996, or at
any adjournment or postponement thereof.
THE STOCK WILL BE 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 16, 1996. 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.
VOTING INSTRUCTIONS TO THE TRUSTEE
You are instructed to vote the shares as indicated on this card. IF NO
INDICATION IS SHOWN, YOU ARE INSTRUCTED TO VOTE FOR ITEM 1. In addition,
you are instructed to grant a proxy covering my shares to John E. Bryson
and Alan J. Fohrer to vote in their discretion on such other matters as
may properly come before the meeting.
Please see reverse side
NOMINEES FOR DIRECTORS
----------------------
H. P. ALLEN C. F. HUNTSINGER E. L. SHANNON, JR.
J. E. BRYSON C. D. MILLER R. H. SMITH
W. H. CHEN L. G. NOGALES T. C. SUTTON
S. E. FRANK R. L. OLSON D. M. TELLEP
C. C. FROST J. J. PINOLA J. D. WATKINS
J. C. HANLEY J. M. ROSSER E. ZAPANTA
PAGE 5
<PAGE>
Edison International
P.O. Box 350
Rosemead, CA 91770
March 8, 1996
(NAME/ADDRESS OF SHAREHOLDER)
Dear Shareholder:
I would like to invite you to the 1996 Annual Meetings of Shareholders to
be held at 10 a.m. on April 18, 1996, at The Industry Hills Sheraton
Resort and Conference Center, 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. 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 Edison International
and/or Southern California Edison. PLEASE VOTE ON THE PROXY CARD BELOW,
SIGN IT, DETACH IT FROM THIS LETTER AND RETURN IT PROMPTLY IN THE ENVELOPE
PROVIDED.
As requested, 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.
We look forward to seeing you at the meeting. On behalf of the management
and directors of Edison International and Southern California Edison, I
want to thank you for your continued support and confidence.
Sincerely,
Beverly P. Ryder
Beverly P. Ryder
Corporate Secretary
Admission Ticket on Reverse
- ------------------------------------------------------------
The Board of Directors recommends a vote FOR item 1.
<TABLE>
<CAPTION>
(1) ELECTION OF DIRECTORS:
<C> <C> <C>
FOR ____ WITHHOLD ____ (INSTRUCTIONS: To withhold authority to vote
all nominees listed on the Authority to vote for any individual nominee, write that
reverse side (except as marked for all nominees nominee's name in the space provide below.)
to the contrary to the right) on the reverse side ___________________________________________
</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_____________
IMPORTANT: PLEASE SIGN EXACTLY AS NAME APPEARS ON THIS PROXY. WHEN SIGNING AS
ATTORNEY, EXECUTOR, TRUSTEE, GUARDIAN, CORPORATE OFFICER, ETC., PLEASE
INDICATE FULL TITLE.
PAGE 6
<PAGE>
GRAPHIC CONTAINING LOCATION TO
MEETING FACILITY
ADMISSION TICKET
Edison International
Southern California Edison
ANNUAL MEETINGS OF SHAREHOLDERS
APRIL 18, 1996, AT 10 AM
THE INDUSTRY HILLS SHERATON RESORT AND CONFERENCE CENTER
ONE INDUSTRY HILLS PARKWAY
CITY OF INDUSTRY, CALIFORNIA
Detach Proxy Card Here
Edison International
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 Edison International to be held at The Industry Hills Sheraton Resort
and Conference Center, One Industry Hills Parkway, City of Industry,
California, on April 18, 1996, 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 matter listed on the other side.
The proxies will be voted as indicated on the other side. WHERE NO
INDICATION IS SHOWN, THE SHARES WILL BE VOTED FOR ITEM 1. In addition,
the appointed proxies may vote in their discretion on such other matters
as may properly come before the meeting.
NOMINEES FOR DIRECTORS
----------------------
H. P. ALLEN
J. E. BRYSON
W. H. CHEN
S. E. FRANK
C. C. FROST
J. C. HANLEY
C. F. HUNTSINGER
C. D. MILLER
L. G. NOGALES
R. L. OLSON
J. J. PINOLA
J. M. ROSSER
E. L. SHANNON, JR.
R. H. SMITH
T. C. SUTTON
D. M. TELLEP
J. D. WATKINS
E. ZAPANTA
(OVER)
<PAGE 7>
<PAGE>
Edison International
P.O. Box 350
Rosemead, CA 91770
March 8, 1996
(NAME/ADDRESS OF SHAREHOLDER)
Dear Shareholder:
I would like to invite you to the 1995 Annual Meetings of Shareholders,
to be held at 10 a.m. on April 18, 1996, at The Industry Hills Sheraton
Resort and Conference Center, 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. 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 Edison International
and/or Southern California Edison. PLEASE VOTE ON THE PROXY CARD BELOW,
SIGN IT, DETACH IT FROM THIS LETTER AND RETURN IT PROMPTLY IN THE ENVELOPE
PROVIDED.
We look forward to seeing you at the meeting. On behalf of the management
and directors of Edison International and Southern California Edison, I
want to thank you for your continued support and confidence.
Sincerely,
Beverly P. Ryder
Beverly P. Ryder
Corporate Secretary
Admission Ticket on Reverse
The Board of Directors recommends a vote FOR the item regarding:
<TABLE>
<CAPTION>
(1) ELECTION OF DIRECTORS:
<S> <C> <C>
FOR ___ WITHHOLD ___ (INSTRUCTIONS: To withhold authority to vote
all nominees listed on Authority to vote for any individual nominee, write that
the reverse side (except for all nominees nominee's name in the space provided below.)
as marked to the on the reverse _____________________________________________
contrary to the right) side
</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_______________
IMPORTANT: PLEASE SIGN EXACTLY AS NAME APPEARS ON THIS PROXY. WHEN SIGNING
AS ATTORNEY, EXECUTOR, TRUSTEE, GUARDIAN, CORPORATE OFFICER, ETC.,
PLEASE INDICATE FULL TITLE.
PAGE 8
<PAGE>
GRAPHIC CONTAINING LOCATION TO
MEETING FACILITY
ADMISSION TICKET
Edison International
Southern California Edison
ANNUAL MEETINGS OF SHAREHOLDERS
APRIL 18, 1996, AT 10 AM
THE INDUSTRY HILLS SHERATON RESORT AND CONFERENCE CENTER
ONE INDUSTRY HILLS PARKWAY
CITY OF INDUSTRY, CALIFORNIA
Detach Proxy Card Here
Edison International
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 Edison International to be held at The Industry Hills Sheraton Resort
and Conference Center, One Industry Hills Parkway, City of Industry,
California, on April 18, 1996, 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 will be voted as indicated on the other side. WHERE NO
INDICATION IS SHOWN, THE SHARES WILL BE VOTED FOR ITEM 1. In addition,
the appointed proxies may vote in their discretion on such other matters
as may properly come before the meeting.
NOMINEES FOR DIRECTORS
----------------------
H. P. ALLEN
J. E. BRYSON
W. H. CHEN
S. E. FRANK
C. C. FROST
J. C. HANLEY
C. F. HUNTSINGER
C. D. MILLER
L. G. NOGALES
R. L. OLSON
J. J. PINOLA
J. M. ROSSER
E. L. SHANNON, JR.
R. H. SMITH
T. C. SUTTON
D. M. TELLEP
J. D. WATKINS
E. ZAPANTA
(over)
<PAGE 9>
