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As filed with the Securities and Exchange Commission on July 15, 1996
Registration No. __________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
Registration Statement
Under
the Securities Act of 1933
EDISON INTERNATIONAL
(Exact name of registrant as specified in its charter)
CALIFORNIA 95-4137452
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2244 Walnut Grove Avenue (P.O. Box 999)
Rosemead, California 91770
1-818-302-2222
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Kenneth S. Stewart
2244 Walnut Grove Avenue (P.O. Box 800)
Rosemead, California 91770
1-818-302-6601
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
_______________
Approximate date of commencement of proposed sale to the public:
July 15, 1996
________________
If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans, please check
the following box. X
---
CALCULATION OF REGISTRATION FEE TABLE
<TABLE>
<CAPTION>
________________________________________________________________________________________________________
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered unit(1) price fee(2)
________________________________________________________________________________________________________
<S> <C> <C> <C> <C>
Common Stock, No Par Value 10,000,000 Shares $17.00 $170,000,000 $58,620.69
________________________________________________________________________________________________________
</TABLE>
(1) For the purpose of computing fee only. Calculated in accordance
with Rule 457(c) upon the basis of the average of the high and low prices
reported in the consolidated reporting system as of July 10, 1996.
(2) Pursuant to Rule 429 of the rules and regulations under the
Securities Act, this registration statement contains a combined prospectus
relating to the 10,000,000 shares of common stock registered hereby in
addition to 661,993 shares of common stock being carried forward from a
previously filed registration statement on Form S-3 (File No. 33-47389) for
which a filing fee of $8,818.99 was paid.
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EDISON INTERNATIONAL
Dividend Reinvestment and Stock Purchase Plan
10,661,993
Shares of Common Stock
(No Par Value)
THE PRICE OF SHARES PURCHASED BY PARTICIPANTS THROUGH THE PLAN
WILL BE BASED UPON THE AVERAGE PRICE PAID BY AN INDEPENDENT
AGENT FOR SHARES PURCHASED IN THE OPEN MARKET OR, FOR
SHARES PURCHASED DIRECTLY FROM EDISON INTERNATIONAL,
UPON THE AVERAGE OF DAILY HIGH AND LOW PRICES FOR
THE APPLICABLE DIVIDEND PAYMENT DATE. SEE THE
ANSWER TO QUESTION NO. 17 HEREIN.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The date of this Prospectus is July 15, 1996
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AVAILABLE INFORMATION
Edison International is subject to the informational requirements of
the Securities Exchange Act of 1934 (the "Exchange Act") and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports,
proxy statements and other information may be inspected and copied at the
public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Commission's Regional
Offices at 7 World Trade Center, Room 1300, New York, New York 10048 and
Citicorp Center, 500 West Madison, Suite 1400, Chicago, Illinois 60661-
2511. Copies of such material may be obtained by mail from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates. The common stock of Edison International
is listed on the New York and Pacific Stock Exchanges. Reports, proxy
statements and other information concerning Edison International may be
inspected at the respective offices of these exchanges at 20 Broad Street,
7th Floor, New York, New York 10005; and 115 Sansome Street, Securities
Qualifications, 2nd Floor, San Francisco, California 94104.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by Edison
International are incorporated by reference into this Prospectus:
1. Annual Report on Form 10-K for the year ended
December 31, 1995.
2. Quarterly Report on Form 10-Q for the period ended March 31,
1996.
3. The "Description of Registrant's Securities to be Registered"
on pages 4-5 of the Registration of Securities of Certain
Successor Issuers on Form 8-B filed by SCEcorp, predecessor to
Edison International, on May 20, 1988.
All documents filed by Edison International pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the termination of the offering of the common
stock offered hereby shall be deemed to be incorporated by reference into
this Prospectus and to be a part hereof from the date of filing such
documents. Any statement contained herein or in a document all or a
portion of which is incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
Edison International hereby undertakes to provide without charge to
each person, including any beneficial owner, to whom a copy of this
Prospectus has been delivered, on the written or oral request of any such
person, a copy of any and all of the documents referred to above which
have been or may be incorporated by reference into the Prospectus other
than exhibits to such documents, except exhibits that are specifically
incorporated by reference into the information that the Prospectus
incorporates. Written requests for such copies should be directed to:
Edison International c/o Southern California Edison Company, P.O. Box 800,
Rosemead, California 91770, Attention: Corporate Governance. Telephone
requests should be directed to 1-818-302-2662.
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EDISON INTERNATIONAL JOHN E. BRYSON
Chairman of the Board
and Chief Executive Officer
Dear Shareholder:
This Prospectus describes Edison International's Dividend
Reinvestment and Stock Purchase Plan ("Plan"). You may find the Plan
useful in your investment planning. Here are some of the features of the
Plan:
o Dividends on your shares of Edison International common stock
may be used automatically to buy additional shares of Edison
International common stock;
o You may reinvest all or part of the cash dividends on shares
of Edison International common stock held by you;
o You may make optional investments of $25 minimum per check to
$10,000 maximum per month for the purchase of shares of Edison
International common stock;
o You may at any time request that some or all of your shares in
the Plan be sold or issued to you;
o Costs of purchasing Edison International common stock through
the Plan, including broker's commissions, will be paid by
Edison International;
o You may avoid the need to safe-keep your certificate shares of
Edison International common stock by having them held for you
in the Plan;
o Statements will be mailed regularly and will provide you with
simplified recordkeeping.
For information on how to join the Plan, refer to pages 6 and 7 of
this Prospectus.
PLEASE RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE.
If you have any questions, please telephone Southern California
Edison Company, the Plan's Administrator, at 1-800-347-8625 or address
your questions in writing to Shareholder Services, P.O. Box 400, Rosemead,
CA 91770.
Sincerely,
JOHN E. BRYSON
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EDISON INTERNATIONAL
Edison International (formerly SCEcorp), incorporated in 1987 under
California law, is the holding company of Southern California Edison
Company ("SCE"), a public utility primarily engaged in the business of
supplying electrical energy in portions of central and southern
California, and of certain other companies engaged in nonutility
businesses. The mailing and principal executive office address of Edison
International is 2244 Walnut Grove Avenue (P.O. Box 999), Rosemead,
California 91770, and the telephone number is 1-818-302-2222.
DESCRIPTION OF DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
The Plan offers a simple and convenient way for shareholders to
reinvest their quarterly cash dividends in additional shares of Edison
International common stock. You may participate in the Plan with respect
to shares of Edison International common stock that are held of record by
you. "Held of record by you" means that your name (or your name and
another person's, in the case of joint ownership) appears on the stock
certificate, rather than the shares being held in the name of your broker
or bank. These shares are sometimes referred to in this Prospectus as
your "record shares." In this Prospectus, reference is sometimes made to
"Plan shares." These are shares that are purchased through the Plan and
shares that SCE is safe-keeping for you. Plan shares are registered in
the name of the Plan.
You may direct Edison International to reinvest the dividends on all
or part of your record shares. For shares held of record by your broker
or other nominee, you must first have the shares transferred into your
name before you can have the dividends on those shares reinvested through
the Plan.
You may make optional cash investments of amounts not less than $25
per check up to $10,000 maximum per month that will be used to purchase
additional shares of Edison International common stock for your account.
You may request that your record shares be transferred into your Plan
account, in which case they will become Plan shares and we will safe-keep
the certificates for you. The full amount of cash dividends on all your
Plan shares will be reinvested automatically. You may also request that
your Plan shares be transferred into your own name as the holder of
record, in which case they will become record shares.
The following questions and answers provide more detailed information
about the Plan. A GLOSSARY CONTAINING DEFINITIONS OF TERMS USED IN THIS
PROSPECTUS OR IN OTHER COMMUNICATIONS ABOUT THE PLAN MAY BE FOUND ON PAGE
15.
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All notices, inquiries and requests concerning the Plan should be
directed to:
Shareholder Services
P.O. Box 400
Rosemead, CA 91770
or
Call Toll-Free 1-800-347-8625
8:00 a.m. -- 4:00 p.m. Pacific Time
ENROLLMENT
1. What is the purpose of the Plan?
The Plan provides you the opportunity, as a holder of Edison
International common stock, to automatically reinvest all or part of your
common stock dividends to purchase additional shares of Edison
International common stock. You may also make optional cash investments
of amounts not less than $25 per check up to $10,000 maximum per month for
the purchase of Edison International common stock.
The Plan offers an easy way for you to increase your ownership of
Edison International common stock. Once you are enrolled, your designated
common stock dividends plus any optional investments will be used to
purchase both whole and fractional shares of Edison International common
stock.
2. Who administers the Plan?
SCE administers the Plan and is custodian of the Plan shares.
3. What are the features of the Plan?
o Dividends on your shares of Edison International common stock
may be used automatically to buy additional shares of Edison
International common stock;
o You may reinvest all or part of the cash dividends on shares
of Edison International common stock held by you;
o You may make optional investments of $25 minimum per check to
$10,000 maximum per month for the purchase of shares of Edison
International common stock;
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o You may at any time request that some or all of your shares in
the Plan be sold or issued to you;
o Costs of purchasing Edison International common stock through
the Plan, including broker's commissions, will be paid by
Edison International;
o You may avoid the need to safe-keep your certificate shares of
Edison International common stock by having them held for you
in the Plan;
o Statements will be mailed regularly and will provide you with
simplified recordkeeping.
4. Who may participate in the Plan?
Edison International's common stock shareholders of record may join
the Plan as discussed below. If you own Edison International common stock
but the shares are not held in your name (i.e., if your shares are held
for you by a broker or bank nominee), you can request your broker or bank
to transfer some or all of your shares to your name. At that time you may
enroll in the Plan and reinvest the common stock dividends on those
shares.
5. Are there any special rules applicable to insiders?
Under certain circumstances, the acquisition of shares through the
Plan by directors or executive officers of Edison International and its
subsidiaries, or by immediate family members or trusts of such directors
and officers, may be subject to Section 16 of the Securities Exchange Act
of 1934 and the rules of the Securities and Exchange Commission
thereunder. Such persons should consult with their own legal advisers
concerning potential liabilities and reporting obligations under Section
16.
6. How do I enroll in the Plan?
If you have shares of Edison International common stock held of
record by you, you may join the Plan by signing an Authorization Form and
returning it to SCE. An Authorization Form may be requested by calling
1-800-347-8625.
If you do not have any shares of Edison International common stock
held of record by you, you may join the Plan by acquiring at least one
share registered in your name, and then signing and returning an
Authorization Form. An Authorization Form will be automatically mailed
to you once the share(s) are registered in your name. Purchases of stock
cannot be made directly from Edison International or SCE.
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A shareholder of record who wants to participate in the Plan while
continuing to receive full cash dividends on his/her common stock shares
may join the Plan by making an optional cash investment of $25 minimum per
check up to a maximum of $10,000, at the time the Authorization Form is
completed.
ALL record owners must sign the Authorization Form.
7. What does the Authorization Form provide?
The Authorization Form provides for purchases of Edison International
common stock through the reinvestment of designated dividends on shares
of common stock held of record in the names shown on the Authorization
Form. The Authorization Form provides instructions to indicate how you
wish to participate in the Plan. The options are:
1. Full dividend reinvestment - You may request that all cash
dividends on all shares of Edison International common stock held of
record in your name and in the Plan be automatically reinvested to
purchase additional shares of common stock.
2. Partial dividend reinvestment - You may request that dividends
on a specific number of your record shares be reinvested. Paid dividends
will be mailed by check in the usual manner or may be electronically wired
to your bank account by requesting a Direct Deposit enrollment from SCE.
Note: Dividends on Plan shares must be fully reinvested.
3. Reinvestment of Plan share dividends only - You may continue
to receive full cash dividends on your record shares. Paid dividends will
be mailed by check in the usual manner or may be electronically wired to
your bank account by requesting a Direct Deposit enrollment from SCE.
Dividends on Plan shares will be reinvested.
You may change your reinvestment options by requesting a new
Authorization Form. Complete the form with your new reinvestment option,
sign it and return it to SCE. Any change in options must be received
before January 5, April 5, July 5, and October 5 (the normal dividend
record dates).
8. When must the Authorization Form be received by SCE to begin
reinvesting my dividends?
Your Authorization Form must be received before the common stock
dividend record dates which have been historically January 5, April 5,
July 5, and October 5, to be included with the reinvestment of dividends
scheduled to be paid at the end of those months. Those dividends will
7
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then be used to buy Edison International common stock for your Plan
account as soon as practicable but no later than 10 business days
following the end of the month.
9. Can I send my stock certificates to SCE to be deposited in my Plan
account?
Yes. You may elect to have SCE safe-keep any common stock
certificates. Upon receipt of the certificates, SCE will transfer the
registration to SCE's agent's name and credit the shares to your Plan
account. They will then become Plan shares. If you wish to do so, you
should send your certificates, unendorsed, to SCE accompanied by a letter
signed by all shareholders named on the face of the certificate.
10. Can I reinvest only a portion of my dividends?
Yes. You may designate for reinvestment the dividends on a specific
amount of shares held by you. Please see Question 7 for additional
information.
If you dispose of a portion of your shares or if you acquire
additional shares, the Plan will continue to reinvest the dividends on the
specified number of your shares in accordance with your election on the
Authorization Form, but not to exceed the total amount of your cash
dividends. If you wish more information on this subject, please call
1-800-347-8625.
OPTIONAL INVESTMENTS
11. How are optional cash investments made?
Optional cash investments may be made by plan participants at any
time. An initial optional cash investment of not less than $25 per check
and not more than $10,000 in total can be made by enclosing a check or
money order (payable in U.S. dollars) with the Authorization Form. Checks
or money orders should be made payable to "Edison International DRP" and
mailed to the address shown on page 4. To assist SCE in processing
payments, please include your account number on your check. Purchases can
be made only on a dollar basis, not for a specified number of shares.
12. When will optional cash be invested?
Optional cash will be invested once each month. Optional cash
received by SCE by the 25th day of the month will be invested as soon as
practicable but not later than 10 business days following the end of the
month. NO INTEREST WILL BE PAID ON OPTIONAL CASH RECEIVED BY SCE AND HELD
PENDING INVESTMENT.
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Upon request, a participant may have an optional cash investment
returned if the request is received by SCE no later than the last business
day of the month in which the optional cash investment was received.
There is no obligation for participants to supplement dividend
reinvestments with optional investments nor is there any obligation to
continue such investments in succeeding months.
13. Is there any limit on optional cash investments?
Yes. The total of all optional cash investments in any one month may
not be less than $25 per check, or exceed $10,000 for each account.
RETURNED CHECKS
In the event that your check is returned unpaid to us by our bank and
shares have not been purchased, your payment will be reversed, your check
will be returned to you, and a $15.00 service charge will be incurred.
If shares have been purchased, a letter will be sent to you requesting
"good funds" plus a $15.00 service charge. If these funds are not
received within 30 days, your purchase will be reversed. However, your
account will still be charged $15.00 for the returned check.
TERMINATION
14. How is participation in the Plan terminated?
To terminate participation in the Plan, you may notify SCE in writing
or you may call 1-800-347-8625. The stub on your Plan account statement
may be used for this purpose. A certificate for your full shares will be
issued to you. Any fractional share will be paid in cash based on the
closing price of Edison International common stock on the last trading day
preceding the date your termination request is processed. SCE will use
the closing market price on The New York Stock Exchange for this purpose.
The disposal of all shares held of record in your name WILL NOT
terminate your participation in the Plan. The Plan shares will continue
to reinvest in accordance with your instructions unless you notify SCE to
terminate your Plan participation.
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SALE OF SHARES
15. How may I sell my Plan shares?
You may request that all or a portion of the shares of common stock
credited to your Plan account be sold by furnishing SCE with written
instructions, either by mail or telecopier (fax), signed by all registered
holders. You may sell only whole shares, not fractional shares, if the
sale is for less than all of the shares in your account. SCE cannot,
however, sell any shares held of record by you unless the certificates are
first deposited in the Plan.
A check for the sale proceeds, less any brokerage commission, service
charge, transfer tax (if any), and back-up withholding tax (if applicable)
will be sent to you as soon as practicable, normally within ten business
days, but not later than 30 days after receipt by SCE of the sale request.
Such requests may be made at any time with the exception of the period
between the common stock Ex-Dividend Date and the Reinvestment Date.
When requests for sales have been received from more than one
participant, SCE will aggregate the shares where possible and sell them
through an independent agent (the "Agent"), in one or more transactions,
allocating the net proceeds among such participants. Such participants
may thereby benefit from any lower brokerage commissions applicable to
larger volume sales.
You should understand that the price of the Common Stock may go down
as well as up between the date a request to sell is received and the date
upon which the stock is sold. YOU DO NOT HAVE THE ABILITY TO ORDER THE
SALE OF SHARES AT A SPECIFIED PRICE OR ON A PARTICULAR DATE.
SCE and the Agent reserve the right not to sell shares at times when
such sale may be contrary to securities laws or otherwise inadvisable.
ADMINISTRATION OF PLAN
16. How are shares purchased under the Plan?
As soon as practicable on or after the dividend payment date (or the
last day of a month in the case of optional cash investments), the total
amount of dividends to be reinvested and optional cash investments will
be used for the purchase of Edison International common stock. The funds
will be delivered to the Agent for the purchase of Edison International
common stock on the open market. Edison International and SCE exercise
no direct or indirect control over the prices or timing of purchases made
by the Agent. If, in the discretion of its officers, Edison International
elects to issue
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additional new shares of common stock to the Plan, the Plan will purchase
shares directly from Edison International.
17. What will be the price of shares purchased under the Plan?
The price of shares purchased on the open market will be the average
price paid by the Agent for all shares purchased with reinvested dividends
and/or optional cash investments each month.
The price of new shares purchased by the Plan directly from Edison
International will be the average of the daily high and low prices for
Edison International common stock on the applicable dividend payment date
(for reinvested dividends) or optional investment date, as the case may
be, as reported in a newspaper of general circulation published in
California for transactions on a composite or other available basis for
securities listed on The New York Stock Exchange. If the applicable
dividend payment date is a Saturday, Sunday, holiday, or day that The New
York Stock Exchange is closed, then the price will be the average of the
high and low sales prices for the nearest trading day before and the
nearest trading day after the dividend payment date.
18. How many shares will be purchased for a participant?
Your Plan account will be credited with the number of shares,
including fractions computed to four decimal places, equal to the amount
you invested divided by the applicable purchase price.
19. Are any fees or expenses incurred by participants in the Plan?
All costs associated with the administration of the Plan and the
purchase of stock will be paid by Edison International. Please see
question 26 for the federal income tax consequences of participation in
the Plan.
Brokerage commissions, service charges, transfer tax (if any), and
back-up withholding tax (if applicable) are charged to participants for
shares sold from their Plan accounts at their request and will reduce the
proceeds upon the sale of stock by the amount of such charges. SCE will
combine the number of shares being presented for sale where possible, in
an effort to minimize brokerage commissions.
20. Will certificates be issued for shares purchased through the Plan?
Normally, certificates for shares of common stock purchased through
the Plan are not issued to you. However, you may request at any time an
issuance of certificate(s) for any number of whole shares credited under
the plan by writing or calling 1-800-347-8625. All remaining whole and
fractional shares will continue to be credited to your Plan account.
CERTIFICATES FOR
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FRACTIONAL SHARES WILL NOT BE ISSUED. A CASH ADJUSTMENT FOR THE VALUE OF
ANY FRACTIONAL SHARES WILL BE ISSUED.
21. How often will statements be sent to participants?
A statement of your account will be mailed to you in mid-February,
May, August and November. In addition, a statement will be sent following
any investment of optional cash.
22. Should I keep these statements for future reference?
Yes. It is important that these statements be kept.
These statements are your continuing record of the cost of your
purchases and will be useful in calculating capital gains or losses if you
should sell your stock. Each statement reflects the activity in your
account for the year to date. THE LAST STATEMENT FOR EACH YEAR SHOULD BE
RETAINED FOR INCOME TAX PURPOSES. If you do not keep or have lost your
statements, please allow at least six weeks for their reproduction.
You will also receive a year-end statement on Form 1099 DIV for tax
reporting purposes as well as other communications normally sent to
shareholders.
23. What happens if Edison International declares a stock split or issues
a stock dividend?
Shares distributed attributable to your Plan account will be added to
the Plan account. Shares distributed attributable to shares held of
record in your name will be mailed directly to you in the same manner as
shareholders who do not participate in the Plan.
24. What happens if Edison International has a rights offering?
In the event of a rights offering applicable to Edison International
common stock, SCE will promptly sell in the open market the rights
attributable to your Plan shares. Proceeds, if any, from the sale of the
rights will be used to purchase additional shares for your Plan account.
If you are a shareholder of record, you will be notified by Edison
International of a rights offering. If you desire to exercise a stock
purchase right you should instruct SCE to issue your whole Plan shares to
you prior to the record date for such rights offering.
25. Can the Plan be used as a qualified IRA?
The Plan is not a qualified IRA and should not be used as such.
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26. What are the federal income tax consequences of participation in the
Plan?
Shareholders who participate in the Plan have the same federal income
tax consequences as any other holder of Edison International common stock.
For federal income tax purposes, you will be treated as having received
a dividend on the dividend payment date even though that amount or part
of that amount is applied to the purchase of additional shares.
The value of any brokerage commissions paid by Edison International
on shares purchased for your account will be reported as taxable income
to you in accordance with federal tax laws.
You will not realize any taxable income when certificates for shares
credited to your account under the Plan are issued to you. You may
however realize a gain or loss when shares (or a fraction of a share) are
sold. The amount of any such gain or loss will be the difference between
the amount which you receive for your shares (or fraction of a share) and
their tax basis.
The information relating to federal income taxes contained in this
Prospectus does not purport to be complete. You are advised to consult
your own tax adviser for further information with respect to the tax
consequences of your participation in the Plan.
27. How are income tax withholding provisions applied to shareholders?
Any taxes required by the U.S. federal income tax laws to be withheld
from dividends paid to a shareholder will be deducted from those dividends
prior to reinvestment in additional shares.
28. May I vote my Plan shares?
You will receive one proxy covering both your record and Plan shares.
That proxy will be voted in accordance with your instructions.
29. Who interprets and regulates the Plan?
Edison International reserves the sole right to interpret and
regulate the Plan.
30. May the Plan be terminated, suspended or modified?
Edison International may, in its sole discretion and by written
notice, terminate at any time your participation in the Plan. Edison
International may for any reason terminate, suspend, or modify any
provision of the Plan itself at any time by written notice mailed to all
participants. Any such notices will be mailed to your resident address
on Edison International's records.
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31. What are the responsibilities of Edison International and SCE?
In acting under the terms and conditions of the Plan as described in
this Prospectus, neither Edison International nor SCE will be liable for
any act done in good faith or for any good faith omission to act
including, without limitation, any claim or liability arising out of
failure to terminate a Plan account upon death prior to receipt of notice
by Edison International or SCE in writing of such death along with
instructions to terminate. Neither Edison International, SCE nor the
Agent will be liable with respect to the prices at which shares are
purchased or sold for your Plan account, the times when such purchases or
sales are made, or with respect to any fluctuation in the market value
before or after purchases or sales of shares.
EXPERTS
The financial statements and related schedules incorporated by
reference in this Prospectus have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect
thereto, and are incorporated herein in reliance upon the authority of
said firm as experts in accounting and auditing in giving said reports.
LEGAL OPINION
The validity of the shares of common stock offered hereby has been
passed upon for Edison International by Mr. Kenneth S. Stewart, Assistant
General Counsel of Edison International and SCE.
Mr. Stewart is a salaried employee of SCE and shares in the benefits
accruing to such employees. As of March 31, 1996, Mr. Stewart had a
direct or indirect interest in 20,386 shares of Edison International's
common stock. These shares include those credited and conditionally
credited to his accounts as of such date with the agent for the Plan and
with the trustee of SCE's Stock Savings Plus Plan.
USE OF PROCEEDS
In the event that shares of common stock are issued and sold to the
Plan directly by Edison International, any net proceeds to Edison
International will be used to make capital contributions to SCE and the
nonutility subsidiaries of Edison International for the purpose of meeting
the capital requirements of those subsidiary companies in their ongoing
businesses, or will be used for other general corporate purposes.
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ADDITIONAL MATTERS
This prospectus omits certain information contained in the
registration statement which Edison International has filed with the
Commission under the Securities Act of 1933 and reference is made to that
registration statement and exhibits thereto for further information with
respect to Edison International and the shares offered hereby. The
registration statement may be inspected without charge by anyone in the
Public Reference Room of the Commission located at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and copies of all or any part of it may be
obtained from the Commission upon payment of the fees prescribed by it.
Pursuant to the California Corporations Code, Article Sixth of Edison
International's Articles of Incorporation and Article VI of Edison
International's Bylaws, directors, officers, employees and agents of
Edison International may be indemnified by Edison International in certain
circumstances against liabilities they incur while acting in such
capacities. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted under the above provisions to
directors, officers or persons controlling Edison International, Edison
International has been informed that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities
Act of 1933 and is therefore unenforceable.
GLOSSARY
The following words and phrases either appear in this Prospectus or
may be used in communications from and with Edison International and SCE
in connection with the Plan.
Allocated Units--The number of whole and fractional shares purchased for
you through the Plan and credited to your Plan account.
Cash Adjustment--The money paid to a shareholder from the sale of a
fractional share of stock upon termination from the Plan.
Certificate Shares--Shares of stock which are evidenced by a stock
certificate registered in the name of the shareholder.
Cost Basis--The average, original cost of specific shares purchased by the
shareholder.
Dividend Rate--The amount of cash paid quarterly by Edison International
on each share of outstanding stock.
Insider--Directors, executive officers, beneficial owners of more than 10%
of the outstanding common stock of Edison International and certain
related parties. Insiders may be subject to special requirements under
the federal securities laws.
15
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Investment Period--The time period needed to buy common stock for Plan
accounts each month (normally, no longer than 10 business days).
Optional Investment--Cash used for the purchase of shares over and above
the purchase made with dividends. This investment of additional cash is
by choice and is not a requirement.
Optional Payment--See "Optional Investment".
Plan Account--An account in which all whole and fractional shares,
purchased through the Plan for a shareholder, are maintained. Those
shares which SCE is safe-keeping for the shareholder are also maintained
in this account. Shares in this account are registered in the name of the
Plan.
Plan Dividend--The quarterly cash dividend which is paid to the shares
maintained in the Plan account.
Plan Shares--All shares which are purchased through the Plan and shares
which SCE is safekeeping. These shares are registered in the name of the
Plan.
Record Account--An account in which all shares registered in the name of
a shareholder are maintained.
Record Dividend--The quarterly cash dividend which is paid to the shares
maintained in the Record account.
Record Shares--All certificate shares which are registered in the name of
a shareholder.
Reinvestment Allocation Date--The date shares, which are purchased through
the Plan, are credited to the shareholder's Plan account.
Rights Offering--An option granted to existing shareholders to purchase
additional shares at a specified price for a given period of time.
Termination--The ending of a shareholder's participation in the Plan and
the closing of the shareholder's Plan account.
Withdrawal--The removal of a portion of whole shares from the
shareholder's Plan account.
16
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TABLE OF CONTENTS
Available Information 2
Incorporation of Certain
Documents by Reference 2
Edison International 4 EDISON
Description of Dividend
Reinvestment and INTERNATIONAL
Stock Purchase Plan 4
Enrollment 5
Optional Investments 8
Returned Checks 9
Termination 9
Sales of Shares 10
Administration of Plan 10
Experts 14 DIVIDEND REINVESTMENT AND
Legal Opinion 14 STOCK PURCHASE PLAN
Use of Proceeds 14
Additional Matters 15 ________________
Glossary 15
PROSPECTUS
No person has been authorized to give any ________________
information or to make any representation
not contained in this Prospectus and, if
given or made, such information or YOUR COMPLETE UNDERSTANDING
representation must not be relied upon as OF THE PLAN IS IMPORTANT TO US.
having been authorized by Edison FOR ADDITIONAL INFORMATION
International. This Prospectus is not an OR ASSISTANCE, PLEASE CALL
offer to sell or a solicitation of an offer SHAREHOLDER SERVICES AT
to buy any of the securities offered hereby 1-800-347-8625.
in any jurisdiction to any person to whom
it is unlawful to make such an offer or
solicitation in such jurisdiction.
PAGE
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following is a statement of additional estimated expenses
in connection with the issuance and distribution of the securities
registered.
1. Registration Fee. . . . . . . . . . . . . . . $58,620.69
2. Cost of Printing, Engraving and Freight . . . 14,451.00
3. Accounting Fees . . . . . . . . . . . . . . . 7,500.00
4. Miscellaneous . . . . . . . . . . . . . . . . --
Total . . . . . . . . . . . . . . . . . . . . $80,571.69
Item 15. Indemnification of Directors and Officers.
See "Additional Matters" on page 15 of the Prospectus included
herein. The registrant has directors' and officers' liability insurance
policies presently in force insuring directors and officers of the
registrant.
Item 16. Exhibits.
Exhibit
Number Description
- ------ -----------
4.1 Restated Articles of Incorporation of Edison
International (File No. 1-9936, Form 10-Q for
the quarter ended March 31, 1996)*
4.2 Bylaws of Edison International (File No. 1-9936,
Form 10-K for the year ended December 31, 1995)*
5 Opinion of Counsel
23.1 Consent of Counsel
23.2 Consent of Independent Public Accountants
24.1 Power of Attorney (File No. 33-303913, Form S-8
filed May 16, 1996)*
24.2 Certified copy of Resolution of Board of Directors
(File No. 33-303913, Form S-8 filed May 16, 1996)*
27 Financial Data Schedule (File No. 1-9936,
Form 10-Q for the quarter ended March 31, 1996)*
- --------------
* Incorporated by reference pursuant to Rule 411(c) under Securities Act
of 1933.
Item 17. Undertakings.
(1) The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement; and
S-1
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(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement;
provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply
if the registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
(b) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(2) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
S-2
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SIGNATURES
The Registrant
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Rosemead, State of California,
on the 15th day of July, 1996.
Edison International
By Kenneth S. Stewart
-------------------------------------
Kenneth S. Stewart
Assistant General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
Principal Executive Officer:
John E. Bryson* Chairman of the Board, Chief July 15, 1996
Executive Officer and Director
Principal Financial Officer:
Alan J. Fohrer* Executive Vice President, July 15, 1996
Treasurer and Chief Financial
Officer
Controller or Principal Accounting Officer:
R. K. Bushey* Vice President and Controller July 15, 1996
Majority of Board of Directors:
Howard P. Allen* Director July 15, 1996
Winston H. Chen* Director July 15, 1996
Stephen E. Frank* Director July 15, 1996
Camilla C. Frost* Director July 15, 1996
Joan C. Hanley* Director July 15, 1996
Carl F. Huntsinger* Director July 15, 1996
Charles D. Miller* Director July 15, 1996
Luis G. Nogales* Director July 15, 1996
Ronald L. Olson* Director July 15, 1996
J. J. Pinola* Director July 15, 1996
James M. Rosser* Director July 15, 1996
E. L. Shannon, Jr.* Director July 15, 1996
Robert H. Smith* Director July 15, 1996
Thomas C. Sutton* Director July 15, 1996
Daniel M. Tellep* Director July 15, 1996
James D. Watkins* Director July 15, 1996
Edward Zapanta* Director July 15, 1996
*By Kenneth S. Stewart
-----------------------------------
(Kenneth S. Stewart, Attorney-in-Fact)
S-3
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EXHIBIT 5
July 15, 1996
Edison International
2244 Walnut Grove Avenue
Rosemead, CA 91770
Ladies and Gentlemen:
This opinion is rendered in connection with the filing with the
Securities and Exchange Commission under the Securities Act of 1933 (the
"Act") of a Registration Statement on Form S-3 (the "Registration
Statement") registering 10,000,000 shares of Common Stock, no par value
(the "New Stock"), of Edison International.
I am generally familiar with the organization, history, and affairs
of Edison International. I am also familiar with the proceedings taken
and proposed to be taken by Edison International in connection with the
proposed offering and sale of the New Stock, and I have examined the
Registration Statement.
Based upon the foregoing and subject to the Registration Statement
having become effective under the Act, it is my opinion that, when sold
as provided in the Registration Statement, the New Stock will be duly
authorized, validly issued, fully-paid and nonassessable shares of capital
stock of Edison International.
This opinion does not relate to state Blue Sky or securities laws.
I hereby consent to the reference to me under the caption "Legal
Opinion" in the Registration Statement and to the filing of this opinion
as an exhibit to the Registration Statement. By giving such consent, I
do not thereby admit that I am an expert with respect to any part of the
Registration Statement, including this exhibit to the Registration
Statement, within the meaning of Section 7 of the Act or the rules and
regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
Kenneth S. Stewart
Kenneth S. Stewart
PAGE
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EXHIBIT 23.1
CONSENT OF COUNSEL
I hereby consent to the references made to me, and to the use of my
name, in this Registration Statement including the Prospectus filed as a
part thereof.
By Kenneth S. Stewart
---------------------------
(Kenneth S. Stewart)
July 15, 1996
PAGE
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EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our reports
dated February 2, 1996, included (or incorporated by reference) in Edison
International's Annual Report on Form 10-K for the year ended December 31,
1995, and to all references to our Firm included in this Registration
Statement.
ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Los Angeles, California
July 15, 1996
