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: July 27, 1998
Date of earliest event reported: July 15, 1998
EDISON INTERNATIONAL
(Exact name of registrant as specified in its charter)
CALIFORNIA 001-9936 95-4137452
(State of principal jurisdiction of (Commission file (I.R.S. employer
incorporation of organization) number) identification no.)
2244 Walnut Grove Avenue
(P.O. Box 800)
Rosemead, California 91770
(Address of principal executive offices, including zip code)
626-302-2222
(Registrant's telephone number, including area code)
<PAGE>
Item 5. Other Events.
A. Stock Repurchase Plan
On July 17, 1998, the Board of Directors of Edison International
adopted a new program to repurchase $500 million worth of outstanding shares of
common stock. This program is in addition to the current $1.5 billion common
stock repurchase program which is substantially completed. A copy of the press
release issued by Edison International on July 17 pertaining to the new stock
repurchase program is attached hereto as Exhibit 20.1 and incorporated herein by
reference.
B. California Voter Initiative
As previously reported in Item 5 of the Registrant's Current Report on
Form 8-K dated July 13, 1998, Californians for Affordable and Reliable Electric
Service, A Coalition of California Business Organizations and Utilities
("CARES"), filed a petition for writ of mandate with the Court of Appeal of the
State of California, Third Appellate District (Californians for Affordable and
Reliable Electric Service v. Bill Jones, et al., No. 3 Civ. C029528) on May 22,
1998, regarding a proposed voter initiative (Proposed Initiative No. SA 97 RF
0064), filed with the California Attorney General by individuals representing
The Utility Reform Network, Public Media Center, and the Coalition Against
Utility Taxes. This voter initiative, which qualified for the November ballot on
June 24, 1998, was designated by the California Secretary of State as
Proposition 9 on July 17, 1998. The CARES petition challenged Proposition 9 as
illegal and unconstitutional on its face, and sought to remove it from the
November 1998 ballot. On July 2, 1998, the Court of Appeal denied the CARES
petition. On July 6, 1998, CARES filed its appeal of the denial with the
California Supreme Court. On July 15, 1998, the California Supreme Court denied
the CARES petition for pre-election review. In these rulings, the Court of
Appeal of the State of California, Third Appellate District, and the California
Supreme Court both have decided, in effect, not to consider the legality or
constitutionality of Proposition 9 prior to the November 1998 ballot.
C. Agreement for Subsidiary's Purchase of Home Security Company
On July 20, 1998, Edison Select, a subsidiary of Edison International,
announced its signing of an agreement with Westec Security Group, Inc. to
purchase Westec Residential Security, Inc. and Valley Burglar & Fire Alarm, Co.
Inc. based in Newport Beach, California. A copy of the press release issued by
Edison International on July 20, 1998 pertaining to the purchase agreement is
attached hereto as Exhibit 20.2 and incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired. Not applicable
(b) Pro Forma Financial Information. Not applicable
(c) Exhibits
Exhibit
No. Description
20.1 News Release -- Edison International Board of
Directors Announces New Share Repurchase Program
20.2 News Release -- Edison Select Acquires Westec
Residential Home Security Business
<PAGE>
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
(Registrant)
KENNETH S. STEWART
---------------------------------------------------------
KENNETH S. STEWART
Assistant General Counsel
July 27, 1998
EXHIBIT 20.1
NEWS
LOGO
EDISON INTERNATIONAL
FOR IMMEDIATE RELEASE
Contact: Steve Conroy
(626)302-2255
World Wide Web Address: http://www.edisonx.com
Edison International Board of Directors
Announces New Share Repurchase Program
ROSEMEAD, Calif., July 17, 1998--Edison International's Board of Directors today
authorized a new $500-million common stock repurchase program. The board action
was necessary, because the previous share repurchase program authorized on May
15, 1997, is near completion. Only $69 million remain available under the
previous authorization.
Since Edison International began repurchasing its shares in 1995, the company
has bought 95 million shares for approximately $2.23 billion at an average price
of $23.41 per share.
###
Based in Rosemead, Calif., Edison International is the parent company
of Southern California Edison, Edison Mission Energy, Edison Capital, and Edison
Enterprises.
Repurchase Program
EXHIBIT 20.2
NEWS
LOGO
EDISON INTERNATIONAL
FOR IMMEDIATE RELEASE
General Information Contract: Lynda Yana
(562) 463-3106
Corporate Spokesperson: Steve Pazian
(562-463-3000
World Wide Web Address: http://www.edisonx.com
Edison Select Acquires Westec's Residential Home Security Business
Acquisition positions Edison Select among Southern California's
top three residential security providers
CITY OF INDUSTRY, Calif., July 20, 1998--Edison Select, a subsidiary of Edison
Enterprises and Edison International, has signed an agreement with Westec
Security Group, Inc. to purchase Westec Residential Security, Inc. and Valley
Burglar & Fire Alarm Co., Inc. Based in Newport Beach, Westec is the nation's
sixth largest home security company with more than 150,000 accounts, 71
locations in 16 states, and recurring monthly revenues of more than $6 million.
Edison Select has been offering security services under the Edison Security
Services brand for more than a year. The acquisition of Westec's residential
division positions Edison Select among the top three providers of residential
security services in Southern California. Westec's residential division has
served customers for more than 25 years offering a broad array of security
services to serve the needs of almost any household.
"Westec's outstanding commitment to service and Edison Select's reputation for
reliability and security produce a winning combination to meet customers' needs
for security and peace of mind," said Steve Pazian, president and CEO of Edison
Enterprises, the retail affiliate of Edison International.
"With the dramatic consolidation in the residential security sector and the
entry of large telephone companies and utilities, we felt it was prudent to
align our Residential Division with one of these large groups," said Michael S.
Kaye, president and CEO of the Westec Security Group. "We are delighted to have
been able to do so with a company with the outstanding name and reputation of
Edison Select.
"Residential security is a high growth business. The purchase of Westec
Residential Services gives us the platform and resources for sales growth,
cross-sell opportunities and future consolidations in the home security market,"
Pazian said.
Kaye added, "This combination affords excellent opportunities for Westec
employees since the residential division will be Edison Select's platform for
entry into the security field. This was an important consideration for us."
<PAGE>
Per the agreement, the price and terms were not disclosed. This transaction,
along with related restructuring at Edison Enterprises, is expected to be
earnings neutral in the first full year of operation. The transaction is
expected to close August 31, 1998 and does not affect Edison International's
earnings outlook for 1998.
In addition to security services, Edison Enterprises' offerings include home
wiring and appliance warranties, renewable power options, energy management,
operations and maintenance, utility transmission and distribution system
operation and electric vehicle charging and infrastructure.
Other Edison International companies include Southern California Edison, Edison
Mission Energy, Edison Capital, Edison Enterprises and its four retail
companies, Edison Select, Edison Source, Edison Utility Services and Edison EV.
# # #
Edison Select is not the same as Southern California Edison and is not
regulated by the California Public Utilities Commission. SCE customers do
not have to purchase Edison Select products in order to continue to receive
quality regulated services from SCE.
