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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 (Date of earliest event reported): December 15, 1999
EDISON INTERNATIONAL
(Exact name of registrant as specified in its charter)
CALIFORNIA 001-9936 95-4137452
(State or principal jurisdiction of (Commission file (I.R.S. employer
incorporation or 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)
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Items 1, 3 through 6, and 8 through 9 are not included because they are not
applicable.
Item 2. Acquisition or Disposition of Assets
On December 15, 1999, Edison Mission Energy (EME), Edison International's
wholly-owned independent power subsidiary, completed a transaction with
Commonwealth Edison Company (ComEd), a wholly owned subsidiary of Unicom
Corporation, to acquire ComEd's fossil-fuel power generating assets (ComEd Asset
Acquisition). EME completed the ComEd Asset Acquisition through Midwest
Generation, LLC (Midwest), a wholly-owned subsidiary of Edison Mission Midwest
Holdings Co. (Midwest Holdings). Midwest Holdings is a wholly-owned subsidiary
of Midwest Generation EME, LLC, a wholly-owned subsidiary of EME.
Concurrent with the ComEd Asset Acquisition, Midwest assigned its right to
purchase the Collins Station, a 2,698 megawatt (MW) gas- and oil-fired
generating station located in Illinois, to a third party. Thereafter, a
subsidiary of Mission Holdings, Collins Holdings EME, LLC (CHE), entered into a
leveraged lease transaction of the Collins Station under a 33.75-year lease.
The ComEd Asset Acquisition consists of 11 power plants located in Illinois,
including six coal-fired generating plants consisting of 5,646 MW and a group of
on-site generating peakers consisting of 604 MW (winter/summer average) and
off-site generating peakers consisting of 562 MW (winter/summer average).
Midwest will operate all of the power plants it owns and will operate the
Collins Station as a sub-lessee from CHE (collectively, Units). The aggregate MW
purchased or leased as a result of the ComEd transaction is 9,510.
In connection with the acquisition, Midwest and ComEd entered into power
purchase agreements (PPAs) pursuant to which ComEd will purchase capacity and
have the right to purchase energy generated by the Units. The PPAs, which
provide for capacity and energy payments, will have a term of up to five years
commencing on December 15, 1999. ComEd will be obligated to make a capacity
payment for the Units under contract providing Midwest revenue for fixed charges
and an energy payment for the electricity produced by these Units compensating
Midwest for variable cost of production. If ComEd does not fully dispatch the
Units under contract, Midwest may sell the excess energy to a third party
subject to certain conditions.
The energy and capacity of Midwest that is not purchased under the PPAs will be
sold at market prices to neighboring utilities, municipalities, third party
electricity retailers, large consumers and power marketers on a spot basis. A
bilateral trading infrastructure already exists with access to the Mid-America
Interconnected Network and the East Central Area Reliability Council. The
Illinois Automatic Power Exchange is also expected to open in December 1999.
Consideration for the ComEd Asset Acquisition (excluding $860 million paid by a
third party to acquire the Collins Station) consisted of a cash payment of
approximately $4.1 billion. The acquisition was funded primarily with a
combination of approximately $1.6 billion of debt secured by a pledge of the
stock of certain EME subsidiaries, $1.3 billion of EME corporate debt and $1.2
billion in equity contributions from Edison International.
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EME corporate debt consisted of a $500 million 364-day interest only revolving
credit facility entered into on December 15, 1999, $500 million floating rate
notes due June 15, 2001 and borrowings under EME's corporate revolver and
commercial paper facilities. Edison International funded its capital
contributions through the issuance by trusts that are affiliates of Edison
International of $500,000,000 and $325,000,000 of subordinated deferrable
interest rate notes which are guaranteed by Edison International, due July 26,
2029 and October 29, 2029, respectively, and through Edison International's
issuance of $750,000,000 of senior notes due September 15, 2004.
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
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2 Asset Sale Agreement, dated March 22, 1999 between Commonwealth
Edison Company and Edison Mission Energy as to the Fossil Fuel
Generating Assets (incorporated by reference to Exhibit 2.5 to
Edison Mission Energy's Annual Report on Form 10-K for the year
ended December 31, 1998, File No. 1-13434).*
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* Incorporated by reference pursuant to Rule 12b-32.
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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
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KENNETH S. STEWART
Assistant General Counsel
December 29, 1999
