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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: November 21, 1996
Date of earliest event reported: November 21, 1996
EDISON INTERNATIONAL
(Exact name of registrant as specified in its charter)
CALIFORNIA 1-9936 95-4137452
(State or other jurisdiction of (Commission (I.R.S. employer
incorporation or organization) file number) identification no.)
2244 Walnut Grove Avenue
(P.O. Box 800)
Rosemead, California 91770
(Address of principal executive offices, including zip code)
818-302-2222
(Registrant's telephone number, including area code)
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Item 5. Other Events
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On November 21, 1996, the Board of Directors of Edison International
(the "Company") declared a dividend of one preferred share purchase right
(a "Right") for each outstanding share of Common Stock, no par value per
share (the "Common Shares"), of the Company. The Rights will be issued to
the holders of record of Common Shares outstanding on December 3, 1996,
and with respect to Common Shares issued thereafter until the Distribution
Date (as defined below) and, in certain circumstances, with respect to
Common Shares issued after the Distribution Date. Each Right, when it
becomes exercisable as described below, will entitle the registered holder
to purchase from the Company one one-thousandth (1/1000th) of a share of
Series A Junior Participating Cumulative Preferred Stock, no par value per
share (the "Preferred Shares"), of the Company at a price of $55.00 (the
"Purchase Price"), subject to adjustment. The description and terms of
the Rights are set forth in a Rights Agreement (the "Rights Agreement")
between the Company and Harris Trust Company of California, as Rights
Agent (the "Rights Agent").
Until the earlier of (i) such time as the Company learns that a person
or group (including any affiliate or associate of such person or group)
has acquired, or has obtained the right to acquire, beneficial ownership
of more than 20% of the outstanding Common Shares (such person or group
being an "Acquiring Person"), and (ii) such date, if any, as may be
designated by the Board of Directors of the Company following the
commencement of, or first public disclosure of an intent to commence, a
tender or exchange offer for outstanding Common Shares which could result
in such person or group becoming the beneficial owner of more than 20% of
the outstanding Common Shares (the earlier of such dates being called the
"Distribution Date"), the Rights will be evidenced by the certificates for
Common Shares registered in the names of the holders thereof (which
certificates for Common Shares shall also be deemed to be Right
Certificates, as defined below) and not by separate Right Certificates.
Therefore, until the Distribution Date, the Rights will be transferred
with and only with the Common Shares.
As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed
to holders of record of the Common Shares as of the close of business on
the Distribution Date (and to each initial record holder of certain Common
Shares originally issued after the Distribution Date), and such separate
Right Certificates alone will therefore evidence the Rights.
The Rights are not exercisable until the Distribution Date and will
expire on November 21, 2006 (the "Expiration Date") unless earlier
redeemed by the Company as described below.
The number of Preferred Shares or other securities issuable upon
exercise of a Right, the Purchase Price, the Redemption Price (as defined
below) and the number of Rights associated with each outstanding Common
Share are all subject to adjustment by the Board of Directors of the
Company in the event of any change in the Common Shares or the Preferred
Shares, whether by reason of stock dividends, stock splits,
recapitalizations, mergers, consolidations, combinations or exchanges of
securities, split-ups, split-offs, spin-offs, liquidations, other similar
changes in capitalization, any distribution or issuance of cash, assets,
evidences of indebtedness or subscription rights, options or warrants to
holders of Common Shares or Preferred Shares, as the case may be (other
than the distribution of Rights or regular quarterly cash dividends), or
otherwise.
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The Preferred Shares are authorized to be issued in fractions which are
an integral multiple of one one-thousandth (1/1000th) of a Preferred
Share. The Company may, but is not required to, issue fractions of shares
upon the exercise of Rights, and, in lieu of fractional shares, the
Company may issue certificates or utilize a depositary arrangement as
provided by the terms of the Preferred Shares and, in the case of
fractions other than one one-thousandth (1/1000th) of a Preferred Share or
integral multiples thereof, may make a cash payment based on the market
price of such shares.
At such time as there is an Acquiring Person, the Rights will entitle
each holder of a Right (other then such Acquiring Person or an affiliate
or associate of such Acquiring Person) of a Right to purchase, for the
Purchase Price, that number of one one-thousandths (1/1000ths) of a
Preferred Share equivalent to the number of Common Shares which at the
time of such event would have a market value of twice the Purchase Price.
If the Company is acquired in a merger or other business combination by
an Acquiring Person or an associate or affiliate of an Acquiring Person
that is a publicly traded corporation, or if 50% or more of the Company's
assets or assets representing 50% or more of the Company's revenues or
cash flow are sold, leased, exchanged or otherwise transferred (in one or
more transactions) to an Acquiring Person or an associate or affiliate of
an Acquiring Person that is a publicly traded corporation, each Right will
entitle its holder (subject to the next paragraph) to purchase, for the
Purchase Price, that number of common shares of such corporation which at
the time of the transaction would have a market value of twice the
Purchase Price. If the Company is acquired in a merger or other business
combination by an Acquiring Person or an associate or affiliate of an
Acquiring Person that is not a publicly traded entity, or if 50% or more
of the Company's assets or assets representing 50% or more of the
Company's revenues or cash flow are sold, leased, exchanged or otherwise
transferred (in one or more transactions) to an Acquiring Person or an
associate or affiliate of an Acquiring Person that is not a publicly
traded entity, each Right will entitle its holder (subject to the next
paragraph) to purchase for the Purchase Price at such holder's option, (i)
that number of shares of the surviving corporation in the transaction with
such entity (which surviving corporation could be the Company) which at
the time of the transaction would have a book value of twice the Purchase
Price, (ii) that number of shares of such entity which at the time of the
transaction would have a book value of twice the Purchase Price, or (iii)
if such entity has an affiliate which has publicly traded common shares,
that number of common shares of such affiliate which at the time of the
transaction would have a market value of twice the purchase price.
Any Rights that are, at any time, beneficially owned by an Acquiring
Person (or any affiliate or associate of an Acquiring Person) will be null
and void and nontransferable and any holder of any such Right (including
any purported transferee or subsequent holder) will be unable to exercise
or transfer any such Right.
At any time prior to the earlier of (i) such time as a Person becomes
an Acquiring Person and (ii) the Expiration Date, the Board of Directors
may redeem the Rights in whole, but not in part, at a price (in cash or
Common Shares or other securities of the Company deemed by the Board of
Directors to be at least equivalent in value) of $.001 per Right, subject
to adjustment as provided in the Rights Agreement (the "Redemption
Price"); provided, however, that, for the 120-day period after any date of
a change (resulting from a proxy or consent solicitation) in a majority of
the Board of Directors of the Company in office at the commencement of
such solicitation, the Rights may only be redeemed if (A) there are
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directors then in office who were in office at the commencement of such
solicitation and (B) the Board of Directors of the Company, with the
concurrence of a majority of such directors then in office, determines
that such redemption is, in its judgment, in the best interests of the
Company and its shareholders.
Immediately upon the action of the Board of Directors of the Company
electing to redeem the Rights, and without any further action and without
any notice, the right to exercise the Rights will terminate and the only
right of the holders of the Rights will be to receive the Redemption
Price.
After there is an Acquiring Person, the Board of Directors may elect to
exchange each Right (other than Rights that shall have become null and
void and nontransferable as described above) for consideration per Right
consisting of one-half of the securities that would be issuable at such
time upon the exercise of one Right pursuant to the terms of the Rights
Agreement.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the
right to vote or to receive dividends.
At any time prior to the Distribution Date, the Company may, without
the approval of any holder of the Rights, supplement or amend any
provision of the Rights Agreement (including the date on which the
Distribution Date shall occur, the time during which the Rights may be
redeemed or the terms of the Preferred Shares), except that no supplement
or amendment shall be made which reduces the Redemption Price (other than
pursuant to certain adjustments therein) or provides for an earlier
Expiration Date. Among other permitted amendments, the Board may reduce
the threshold for becoming an Acquiring Person or otherwise causing the
Distribution Date to occur from 20% to any percentage not less than (a)
the highest percentage known by the Company to be beneficially owned by
any person or group or (b) 10%. However, during the 120-day period after
any date of a change (resulting from a proxy or consent solicitation) in
a majority of the Board of Directors of the Company in office at the
commencement of such solicitation, this Rights Agreement may be
supplemented or amended only if (A) there are directors then in office who
were in office at the commencement of such solicitation and (B) the Board
of Directors of the Company, with the concurrence of a majority of such
directors then in office, determines that such supplement or amendment is,
in their judgment, in the best interests of the Company and its
shareholders.
The Rights have effects that will render difficult an acquisition of
the Company without the approval of the Company's Board of Directors. The
Rights will cause substantial dilution to a person or group that attempts
to acquire the Company without conditioning the offer on substantially all
the Rights being acquired. The Rights will not interfere with any merger
or other business combination approved by the Board of Directors of the
Company since the Board of Directors of the Company may, at its option, at
any time prior to a person becoming an Acquiring Person, redeem all, but
not less than all, of the then outstanding Rights at the Redemption Price.
A copy of the Rights Agreement is available free of charge from the
Company upon written request. This description of the Rights is qualified
in its entirety by reference to the Rights Agreement, which is
incorporated herein by reference.
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Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
(c) Exhibits
Exhibit
Number Description
- ------- -----------
4.1 Rights Agreement dated as of November 21, 1996 by and between
Edison International and Harris Trust Company of California (File
No. 1-9936, Form 8-A dated November 21, 1996)*
4.2 Certificate of Determination of Preferences dated as of November
21, 1996 (File No. 1-9936, Form 8-A dated November 21, 1996)*
20 News Release of Edison International dated November 21, 1996
- ------------
* Incorporated by reference pursuant to Rule 411.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Edison International
KENNETH S. STEWART
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KENNETH S. STEWART
ASSISTANT GENERAL COUNSEL
November 21, 1996
EXHIBIT 20
FOR IMMEDIATE RELEASE
Contact: Cathy Sedlik
302-2255
World Wide Web Address: http://www.edisonx.com
Edison International Adopts Shareholder Rights Agreement
ROSEMEAD, Calif., Nov. 21, 1996 - Edison International today
announced the adoption of a Shareholder Rights Agreement. One preferred
share purchase Right will be distributed as a dividend on each
outstanding share of Edison International common stock. The dividend
distribution will be made on Dec. 3, 1996 to shareholders of record at
the close of business on that day.
The Rights will be exercisable only if a person or group acquires
more than 20% of Edison's common stock, or announces a tender offer that
would result in the ownership of more than that percentage, without the
approval of Edison's Board of Directors.
John E. Bryson, chairman of the board and chief executive officer
of Edison International said, "This is a time of dramatic restructuring
and repositioning in the electric utility industry across the United
States, and particularly in California. The Rights Agreement is a
responsible and accepted tool for protecting shareholders' interests as
Edison pursues long-term business strategies to enhance shareholder
value in the new competitive industry."
The Rights Agreement is not being adopted in response to any
acquisition or merger proposal. However, in the event of an acquisition
or merger proposal, the Rights Agreement will ensure that all Edison
shareholders receive fair and equal treatment and are protected against
partial tender offers and other tactics to gain control of Edison
without paying all shareholders a control premium. The Rights Agreement
will not prevent an acquisition or merger, but should encourage anyone
seeking to acquire or merge with Edison to negotiate with its Board of
Directors.
The Rights will expire on Nov. 21, 2006. The Rights distribution
is not taxable to shareholders.
(Note to Editors: Please see attached fact sheet for additional
information.)
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Edison International, based in Rosemead, CA, is the parent company of
Southern California Edison, Edison Mission Energy, Edison Capital,
Edison Source, Edison EV (Electric Vehicles), and Edison Select.
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F A C T S H E E T
Edison International Preferred Share Purchase Rights
Initially, the Rights are not exercisable and are not detachable
from Edison's common stock. No certificates representing the Rights will
be issued unless and until the Rights become exercisable.
If the Rights become exercisable, each Right will entitle its holder
(other than a person or group who acquired more than 20% of Edison's
outstanding common stock) to purchase a number of one-thousandths of a
share of Edison's new Series A Junior Participating Cumulative Preferred
Stock. Each one-thousandth of a share of Series A preferred stock is
designed to have voting and economic rights equivalent to one share of
Edison common stock.
If a person or group acquires more than 20% of Edison's outstanding
common stock, each Right will entitle its holder (other than such person
or members of such group) to purchase, for the Right's exercise price of
$55.00, the number of one-thousandths of a share of Series A preferred
stock equivalent to the number of shares of Edison common stock which at
the time have a market value of twice the exercise price. In addition, if
Edison International is acquired in a merger or other business combination
transaction after a person or group has acquired more than 20% of Edison's
outstanding common stock, each Right will entitle its holder (other than
such person or members of such group) to purchase, for the exercise price,
a number of the acquiring company's common shares having a market value of
twice the exercise price.
Following the acquisition by a person or group of more than 20% of
Edison's common stock, the Board of Directors may exchange the Rights
(other than Rights owned by such person or members of such group) in whole
or in part, at an exchange ratio of one share of Edison common stock (or
one-thousandth of a share of Series A preferred stock) per Right.
Prior to the acquisition by a person or group of more than 20% of
Edison's common stock, the Rights are redeemable at the option of the
Board of Directors.
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