<PAGE>
FILED PURSUANT TO RULE 424(b)(2)
REGISTRATION NO. 333-82293
[LOGO OF EDISON INTERNATIONAL]
PROSPECTUS SUPPLEMENT
(To prospectus dated July 21, 1999)
$750,000,000
6 7/8% Notes Due 2004
The Notes will bear interest at the rate of 6 7/8% per year. Interest on the
Notes is payable on March 15 and September 15 of each year, beginning on March
15, 2000. The Notes will mature on September 15, 2004. Edison International may
redeem the Notes in whole or in part at any time at the redemption prices
described in this prospectus supplement.
The Notes will be unsecured and will rank equally with all other unsecured
and unsubordinated indebtedness of Edison International. The Notes will be
issued only in registered form in denominations of $1,000 and integral
multiples of $1,000.
<TABLE>
<CAPTION>
Per Note Total
-------- ------------
<S> <C> <C>
Public Offering Price.................................... 99.236% $744,270,000
Underwriting Discount.................................... 0.600% $ 4,500,000
Proceeds, before expenses, to Edison International....... 98.636% $739,770,000
</TABLE>
The public offering price set forth above does not include accrued interest.
Interest on the Notes will accrue from September 28, 1999 and purchasers must
pay the accrued interest in addition to the public offering price if the Notes
are delivered after that date.
-----------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus supplement or the accompanying prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
-----------
The Underwriters are severally underwriting the Notes. They expect to deliver
the Notes in book-entry form only through The Depository Trust Company on or
about September 28, 1999.
-----------
Joint Book-Running Managers
Salomon Smith Barney J.P. Morgan & Co.
Co-Managers
Banc of America Securities LLC Goldman, Sachs & Co.
The date of this prospectus supplement is September 23, 1999.
<PAGE>
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<S> <C>
About This Prospectus Supplement and Prospectus........................... S-3
Edison International...................................................... S-3
Description of the Notes.................................................. S-3
Book-Entry Issuance....................................................... S-5
Use of Proceeds........................................................... S-8
Ratio of Earnings to Fixed Charges and Preferred Stock Dividends.......... S-8
Underwriting.............................................................. S-9
Validity of the Notes..................................................... S-10
PROSPECTUS
About this Prospectus..................................................... 3
Forward-Looking Statements................................................ 3
Where You Can Find More Information....................................... 4
Edison International...................................................... 5
The Trusts................................................................ 6
Use of Proceeds........................................................... 7
Ratio of Edison International Earnings to Fixed Charges and Preferred
Stock Dividends.......................................................... 7
Description of Securities................................................. 8
Description of Debt Securities............................................ 8
Description of Edison International's Common Stock and Preferred Stock.... 17
Description of Preferred Securities....................................... 20
Description of Preferred Securities Guarantees............................ 27
Description of the Expense Agreements..................................... 29
Relationship Among Preferred Securities, Preferred Securities Guarantees
and Subordinated Debt Securities Held By Each Trust...................... 29
Experts................................................................... 30
Validity of the Securities and the Preferred Securities Guarantees........ 30
Plan of Distribution...................................................... 30
</TABLE>
S-2
<PAGE>
ABOUT THIS PROSPECTUS SUPPLEMENT AND PROSPECTUS
You should read this prospectus supplement and the accompanying prospectus
carefully before you invest. You should rely only on the information contained
in or incorporated by reference in this prospectus supplement and the
accompanying prospectus. We have not, and the Underwriters have not, authorized
anyone to give you different information. If anyone gives you different or
inconsistent information, you should not rely on it. This prospectus supplement
may add to, update or change information in the prospectus. The information
contained in this prospectus supplement is current only as of the date
appearing at the bottom of the cover. Since that date, our business, financial
condition, results of operations and prospects may have changed.
We are not, and the Underwriters are not, offering to sell or seeking offers
to buy securities in any jurisdiction where the offer or sale is not permitted.
In this prospectus supplement and the accompanying prospectus, unless
otherwise stated, the terms "we," "us," "our" and "Edison International" refer
to Edison International.
EDISON INTERNATIONAL
Edison International was incorporated on April 20, 1987, under the laws of
the State of California for the purpose of becoming the parent holding company
of Southern California Edison Company, a California public utility corporation.
Edison International is a multinational corporation and a global leader in
energy production and distribution, and in energy and infrastructure finance.
As of December 31, 1998, Edison International owned all of the issued and
outstanding common stock of Southern California Edison Company and of the
following subsidiaries engaged in nonutility businesses: Edison Mission Energy,
Edison Capital, Mission Land Company and Edison Enterprises. Headquartered in
Rosemead, California, Edison International has regional offices in New York,
Washington D.C., Australia, Indonesia, the Philippines, Singapore, Italy,
Spain, Turkey and the United Kingdom. Our mailing address is 2244 Walnut Grove
Avenue, P.O. Box 999, Rosemead, California 91770. Our telephone number is (626)
302-2222. We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. Some of those
reports and proxy statements are considered to be part of this prospectus
supplement and the accompanying prospectus through incorporation by reference.
You may read and obtain copies of those reports and other information to learn
more about Edison International. Under the heading "Where You Can Find More
Information" in the accompanying prospectus we have described how you can do
so.
DESCRIPTION OF THE NOTES
The following description of the specific terms of the Notes supplements the
general and more extensive description of debt securities, set forth in the
accompanying prospectus under the heading "Description of Debt Securities."
The Notes will be unsecured and will rank equally with all other unsecured
and unsubordinated indebtedness of Edison International. The Notes will be
limited to $750,000,000 aggregate principal amount.
The Notes will be due on September 15, 2004 and will bear interest at the
rate specified on the cover of this prospectus supplement beginning on
September 28, 1999. Interest will be payable semiannually on March 15 and
September 15 of each year, beginning March 15, 2000. Interest will be paid on
each interest payment date to persons who are registered as holders of Notes on
the March 1 or September 1, as the case may be, immediately preceding that
interest payment date. The Notes will not be entitled to the benefits of any
sinking fund.
S-3
<PAGE>
The Notes will be issued under an indenture dated as of September 28, 1999
between Edison International and Harris Trust and Savings Bank, as trustee (the
"Trustee"). We filed a form of the indenture as an exhibit to the registration
statement of which the accompanying prospectus is a part. The descriptions of
the indenture in this prospectus supplement and the accompanying prospectus are
subject to the terms of the definitive indenture. Harris Trust and Savings Bank
acts as trustee for first and refunding mortgage bonds and notes issued by our
subsidiary, Southern California Edison Company. We and Southern California
Edison Company also may maintain bank deposits and credit lines with Harris
Trust and Savings Bank and its corporate parent, Bank of Montreal.
Redemption at Our Option
We may, at our option, redeem the Notes in whole or in part at any time at a
redemption price equal to the greater of (i) 100% of the principal amount of
the Notes to be redeemed and (ii) as determined by the Quotation Agent, the sum
of the present values of the remaining scheduled payments of principal and
interest in respect of the Notes to be redeemed (not including any portion of
such payments of interest accrued as of the date of redemption) discounted to
the date of redemption on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 15 basis
points, plus, in each case, accrued interest to the date of redemption.
"Adjusted Treasury Rate" means, with respect to any redemption date, the
rate per year equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for that redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to the
remaining term of the Notes that would be utilized, at the time of selection
and in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of the
Notes.
"Comparable Treasury Price" means, with respect to any redemption date (i)
the average of the Reference Treasury Dealer Quotations for that redemption
date, after excluding the highest and lowest of the Reference Treasury Dealer
Quotations, or (ii) if the Trustee obtains fewer than three Reference Treasury
Dealer Quotations, the average of all Reference Treasury Dealer Quotations so
received.
"Quotation Agent" means the Reference Treasury Dealer appointed by us.
"Reference Treasury Dealer" means (i) each of Salomon Smith Barney Inc.,
J.P. Morgan Securities Inc., Banc of America Securities LLC and Goldman, Sachs
& Co. and their respective successors, unless any of them ceases to be a
primary U.S. Government securities dealer in New York City (a "Primary Treasury
Dealer"), in which case we shall substitute another Primary Treasury Dealer;
and (ii) any other Primary Treasury Dealer selected by us.
"Reference Treasury Dealer Quotations" means, with respect to each Reference
Treasury Dealer and any redemption date, the average, as determined by us, of
the bid and asked prices for the Comparable Treasury Issue (expressed in each
case as a percentage of its principal amount) quoted in writing to the Trustee
by that Reference Treasury Dealer at 5:00 p.m., New York City time, on the
third business day preceding that redemption date.
Notice of any redemption will be mailed at least 30 days but not more than
60 days before the redemption date to each holder of the Notes to be redeemed.
Unless we default in payment of the redemption price, on and after the
redemption date, interest will cease to accrue on the Notes or portions of the
Notes called for redemption.
S-4
<PAGE>
BOOK-ENTRY ISSUANCE
"Street Name" and Other Indirect Holders
Investors who hold Notes in accounts at banks or brokers will generally not
be recognized by Edison International as legal holders of Notes. This is called
holding in "street name." Intermediary banks, brokers and other financial
institutions pass along distributions and other payments on the Notes, either
because they agree to do so in their customer agreements or because they are
legally required to. If you hold Notes in "street name," you should check with
your own financial institution to find out:
. how it handles securities payments and notices,
. whether it imposes fees or charges, and
. how it would pursue rights under the Notes if there were a default or
other event triggering the need for holders to act to protect their
interests.
The obligations of Edison International, the Trustee and any third parties
employed by Edison International or the Trustee, run only to the entities who
are registered as holders of the Notes. For example, once Edison International
makes payment to the registered holder, Edison International has no further
responsibility for the payment even if that holder is legally required to pass
the payment along to you as a "street name" customer but does not do so.
Global Securities
What is a Global Security?
The Notes will be issued only in book-entry form, which means that they will
be represented by one or more permanent global securities registered in the
name of The Depository Trust Company, New York, New York ("DTC"). Since the
Notes will be issued in the form of global securities, the ultimate beneficial
owners can only be indirect "street name" holders. Edison International does
this by requiring that the global securities be registered in the name of DTC
or its nominee and by requiring that the Notes included in the global
securities not be transferred in the name of any other direct holder unless the
special circumstances described below occur. Any person wishing to own Notes
must do so indirectly by virtue of an account with a broker, bank or other
financial institution that in turn has an account with DTC. DTC will keep a
computerized record of its direct participants whose clients have purchased the
Notes. Direct participants may include securities brokers and dealers, banks,
trust companies, clearing corporations and certain other organizations. DTC's
book-entry system is also used by other organizations, such as securities
brokers and dealers, banks and trust companies, that work through a direct
participant. Each participant will in turn keep a record of its clients who
have purchased the Notes.
Special Investor Considerations for Global Securities
As an indirect holder, an investor's rights relating to the global
securities will be governed by the account rules of the investor's financial
institution and of DTC, as well as general laws relating to securities
transfers. Edison International does not recognize this type of investor as a
holder of Notes and instead deals only with DTC or its nominee. See "--The DTC
System" below.
An investor should be aware that because the Notes are issued only in the
form of global securities:
. the investor cannot get Notes registered in his or her own name,
. the investor cannot receive physical certificates for his or her
interest in the Notes,
S-5
<PAGE>
. the investor will be a "street name" holder and must look to his or
her own bank or broker for payments on the Notes and protection of
his or her legal rights relating to the Notes (see "--Street Name'
and Other Indirect Holders" above),
. the investor may not be able to sell interests in the Notes to some
insurance companies and other institutions that are required by law
to own their securities in the form of physical certificates,
. DTC's policies will govern payments, transfers, exchange and other
matters relating to the investor's interest in the global securities
(see "--The DTC System" below; Edison International and the Trustee
have no responsibility for any aspect of DTC's actions or for its
records of ownership interests in the global securities, nor do they
supervise DTC in any way), and
. payment for purchases and sales in the market for corporate bonds and
Notes is generally made in next-day funds. In contrast, DTC will
usually require that interests in global securities be purchased or
sold within its system using same-day funds. This difference could
have some effect on how interests in global securities trade, but
neither Edison International nor the Trustee knows what that effect
will be.
Unless they are exchanged in whole or in part for Notes in definitive
certificated form, the global securities may not be transferred, except that
DTC, its nominees, and their successors may transfer the global securities as a
whole to one another. Beneficial interests in the global securities will be
shown on, and transfers of Notes will be made only through, records maintained
by DTC and its participants. You will not receive an individual certificate
representing the Notes you purchase.
Special Situations When Global Securities Will Be Terminated
Notes represented by the global securities may be exchanged for Notes in
definitive certificated form with the same terms and in authorized
denominations only if:
. DTC notifies us that it is unwilling or unable to continue as
depositary or if DTC ceases to be a clearing agency registered under
applicable law and a successor depositary is not appointed by us
within 90 days; or
. We determine not to require all of the Notes to be represented by the
global securities and notify the Trustee of our decision.
The DTC System
DTC has advised us that it is a limited-purpose trust company organized
under the New York Banking Law, a "banking organization" within the meaning of
the New York Banking Law, a member of the United States Federal Reserve System,
a "clearing corporation" within the meaning of the New York Uniform Commercial
Code, and a "clearing agency" registered under the provisions of Section 17A of
the Securities Exchange Act of 1934. DTC is owned by some of its direct
participants and by the New York Stock Exchange, Inc., the American Stock
Exchange, Inc. and the National Association of Securities Dealers, Inc. The
rules that apply to DTC and its participants are on file with the Securities
and Exchange Commission.
DTC holds securities that its direct participants deposit with it. DTC also
records the settlement among direct participants of securities transactions,
such as transfers and pledges, in deposited securities through computerized
records for direct participants' accounts. This eliminates the need to exchange
certificates.
When you purchase Notes through the DTC system, the purchases must be made
by or through a participant, who will receive credit for the Notes on DTC's
records. Since you actually own the
S-6
<PAGE>
Notes, you are a beneficial owner and your ownership interest will only be
recorded on the participants' or indirect participants' records. DTC has no
knowledge of your individual ownership of the Notes. DTC's records only show
the identity of the participants and the amount of the Notes held by or through
them. You will not receive a written confirmation of your purchase or sale or
any periodic statement directly from DTC. You will receive these from your
participant or indirect participant. Thus, the participants or indirect
participants are responsible for keeping accurate account of the holdings of
their customers such as you.
We will wire principal and interest payments on the Notes to DTC's nominee.
Edison International and the Trustee will treat DTC's nominee as the owner of
the global securities for all purposes. Accordingly, we, the Trustee, and any
paying agent or third parties employed by Edison International or the Trustee
will have no direct responsibility or liability to pay amounts due on the Notes
to owners of beneficial interests in the global securities.
It is DTC's current practice, upon receipt by its nominee of any payment of
principal or interest, to credit direct participants' accounts on the payment
date according to their respective holdings of beneficial interests in the
global securities as shown on DTC's records. In addition, it is DTC's current
practice to assign any consenting or voting rights to direct participants whose
accounts are credited with Notes on a record date, by using an omnibus proxy.
Payments by participants to owners of beneficial interests in the global
securities, and voting by participants, will be governed by the customary
practices between the participants and owners of beneficial interests, as is
the case with securities held for the account of customers registered in
"street name." However, payments will be the responsibility of the participants
and not of DTC, the Trustee or us.
The following Year 2000 disclosure has also been provided by DTC: DTC
management is aware that some computer applications, systems, and the like for
processing data that are dependent upon calendar dates, including dates before,
on, and after January 1, 2000, may encounter "Year 2000 problems." DTC has
informed its participants and other members of the financial community that it
has developed and is implementing a program so that its systems, as the same
relate to the timely payment of distributions (including principal and income
payments) to security holders, book-entry deliveries, and settlement of trades
within DTC, continue to function appropriately. This program includes a
technical assessment and a remediation plan, each of which is complete.
Additionally, DTC's plan includes a testing phase, which is expected to be
completed within appropriate time frames.
However, DTC's ability to perform properly its services is also dependent
upon other parties, including, but not limited to issuers and their agents, as
well as third party vendors from whom DTC licenses software and hardware, and
third party vendors on whom DTC relies for information or for the provision of
services, including telecommunication and electrical utility service providers,
among others. DTC has informed its participants and other members of the
financial community that it is contacting (and will continue to contact) third
party vendors from whom DTC acquires services to: (1) impress upon them the
importance of those services being Year 2000 compliant; and (2) determine the
extent of their efforts for Year 2000 remediation (and, as appropriate,
testing) of their services. In addition, DTC is in the process of developing
such contingency plans as it deems appropriate.
We have obtained the information concerning DTC and DTC's book-entry system
from sources that we believe to be accurate, but we are not responsible for the
accuracy of this information. In addition, we are not responsible for the
performance by DTC, its participants or any indirect participants of any of
their obligations.
S-7
<PAGE>
USE OF PROCEEDS
We intend to use the net proceeds from the sale of the Notes for general
corporate purposes, including investing in nonutility business activities and
reducing short-term debt incurred to provide interim financing for such
purposes.
RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
The ratio of earnings to fixed charges and preferred stock dividends for the
12-month period ended June 30, 1999 was 2.16. The adjusted ratio of earnings to
fixed charges and preferred stock dividends for the 12-month period ended June
30, 1999 was 2.39.
SCE Funding LLC, a special purpose entity, of which Southern California
Edison Company is the sole member, issued approximately $2.5 billion of rate
reduction notes in December 1997. The adjusted ratio of earnings to fixed
charges and preferred stock dividends for the 12-month period ended June 30,
1999 of 2.39 excludes the following effects of the rate reduction notes:
<TABLE>
<S> <C>
Income before interest expense.................................. $140,409,000
Interest expense................................................ $140,409,000
</TABLE>
For further details concerning the rate reduction notes, you should refer to
the information described in "Where You Can Find More Information" in the
accompanying prospectus, and in particular, page 46 of Edison International's
1998 Annual Report to Shareholders.
S-8
<PAGE>
UNDERWRITING
Subject to the terms and conditions stated in the underwriting agreement
dated the date hereof, each Underwriter named below has severally agreed to
purchase, and Edison International has agreed to sell to such Underwriter, the
principal amount of Notes set forth opposite the name of such Underwriter.
<TABLE>
<CAPTION>
Principal Amount
Name of Notes
---- ----------------
<S> <C>
Salomon Smith Barney Inc................................. $300,000,000
J.P. Morgan Securities Inc............................... 300,000,000
Banc of America Securities LLC........................... 75,000,000
Goldman, Sachs & Co. .................................... 75,000,000
------------
Total.................................................. $750,000,000
============
</TABLE>
The underwriting agreement provides that the obligations of the several
Underwriters to purchase the Notes included in this offering are subject to
approval of certain legal matters by counsel and to certain other conditions.
The Underwriters are obligated to purchase all the Notes if they purchase any
of the Notes.
The Notes are a new issue of securities with no established trading market
and will not be listed on any national securities exchange. The Underwriters
have advised Edison International that they intend to make a market for the
Notes, but they have no obligation to do so and may discontinue market making
at any time without providing any notice. No assurance can be given as to the
liquidity of any trading market for the Notes.
The Underwriters, for whom Salomon Smith Barney Inc. and J.P. Morgan
Securities Inc. are acting as representatives, propose to offer some of the
Notes directly to the public at the public offering price set forth on the
cover page of this prospectus supplement and some of the Notes to certain
dealers at the public offering price less a concession not in excess of 0.350%
of the principal amount of the Notes. The Underwriters may allow, and such
dealers may reallow a concession not in excess of 0.250% of the principal
amount of the Notes on sales to certain other dealers. After the initial
offering of the Notes to the public, the public offering price and such
concessions may be changed by the representatives.
The following table shows the underwriting discount and commission to be
paid to the Underwriters by Edison International in connection with this
offering (expressed as a percentage of the principal amount of the Notes).
<TABLE>
<CAPTION>
Paid by
Edison International
--------------------
<S> <C>
Per Note................................................... 0.600%
</TABLE>
In connection with the offering, Salomon Smith Barney Inc. and J.P. Morgan
Securities Inc., on behalf of the Underwriters, may purchase and sell Notes in
the open market. These transactions may include over-allotment, syndicate
covering transactions and stabilizing transactions. Over-allotment involves
syndicate sales of Notes in excess of the principal amount of Notes in excess
of the principal amount of Notes to be purchased by the Underwriters in the
offering, which creates a syndicate short position. Stabilizing transactions
consist of certain bids or purchases of Notes made for the purpose of
preventing or retarding a decline in the market price of the Notes while the
offering is in progress.
S-9
<PAGE>
The Underwriters may also impose a penalty bid. Penalty bids permit the
Underwriters to reclaim a selling concession from a syndicate member when
Salomon Smith Barney Inc. or J.P. Morgan Securities Inc., in covering syndicate
short positions or making stabilizing purchases, repurchases Notes originally
sold by that syndicate member.
Any of these activities may cause the price of the Notes to be higher than
the price that otherwise would exist in the open market in the absence of such
transactions. These transactions may be effected in the over-the-counter market
or otherwise and, if commenced, may be discontinued at any time.
Edison International estimates that its total expenses of this offering will
be $300,000.
The Underwriters and their affiliates have performed certain investment
banking, commercial banking and advisory services for Edison International and
its affiliates from time to time for which they have received customary fees
and expenses. The Underwriters and their affiliates may, from time to time,
engage in transactions with and perform services for Edison International and
its affiliates in the ordinary course of business.
Edison International has agreed to indemnify the Underwriters against
certain liabilities, including liabilities under the Securities Act of 1933, or
to contribute to payments the Underwriters may be required to make in respect
thereof.
VALIDITY OF THE NOTES
The validity of the Notes will be passed upon on behalf of Edison
International by Kenneth S. Stewart, Assistant General Counsel to Edison
International. Mr. Stewart is a salaried employee of Southern California Edison
Company, a subsidiary of Edison International. As of June 30, 1999, Mr. Stewart
had a direct or indirect interest in 31,836 shares of common stock of Edison
International, including shares beneficially owned through Edison
International's employee stock plan and dividend reinvestment plan and options
awarded under Edison International's officer incentive plans. Certain legal
matters will be passed upon for the Underwriters by Cleary, Gottlieb, Steen &
Hamilton, New York, New York.
S-10
<PAGE>
PROSPECTUS
[LOGO OF EDISON INTERNATIONAL(SM)]
$2,500,000,000
Edison International
Debt Securities, Common Stock, Preferred Stock and Guarantees
EIX Trust I
EIX Trust II
EIX Trust III
Preferred Securities Guaranteed by Edison International
----------------
We may offer and sell the securities from time to time in one or more
offerings. This prospectus provides you with a general description of the
securities we may offer.
Each time we sell securities we will provide a supplement to this prospectus
that contains specific information about the offering and the terms of the
securities. The supplement may also add, update or change information contained
in this prospectus. You should carefully read this prospectus and any
supplement before you invest in any of our securities.
Edison International
Edison International may offer and sell the following securities:
. debt securities
. common stock
. preferred stock
. guarantees of preferred securities
The Trusts
EIX Trust I, EIX Trust II and EIX Trust III may offer and sell preferred
securities, guaranteed by Edison International.
----------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is
a criminal offense.
The date of this prospectus is July 21, 1999.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
About This Prospectus..................................................... 3
Forward-Looking Statements................................................ 3
Where You Can Find More Information....................................... 4
Edison International...................................................... 5
The Trusts................................................................ 6
Use of Proceeds........................................................... 7
Ratio of Edison International Earnings to Fixed Charges and Preferred
Stock Dividends.......................................................... 7
Description of Securities................................................. 8
Description of Debt Securities............................................ 8
Description of Edison International's Common Stock and Preferred Stock.... 17
Description of Preferred Securities....................................... 20
Description of Preferred Securities Guarantees............................ 27
Description of Expense Agreements......................................... 29
Relationship Among Preferred Securities, Preferred Securities Guarantees
and Subordinated Debt Securities Held By Each Trust...................... 29
Experts................................................................... 30
Validity of the Securities and the Preferred Securities Guarantees........ 30
Plan of Distribution...................................................... 30
</TABLE>
2
<PAGE>
ABOUT THIS PROSPECTUS
This prospectus is part of a "shelf" registration statement that we filed
with the United States Securities and Exchange Commission, or the "SEC." By
using a shelf registration statement, we may sell up to $2,500,000,000 offering
price of any combination of the securities described in this prospectus from
time to time and in one or more offerings. This prospectus only provides you
with a general description of the securities that we may offer. Each time we
sell securities, we will provide a supplement to this prospectus that contains
specific information about the terms of the securities. The supplement may also
add, update or change information contained in this prospectus. Before
purchasing any securities, you should carefully read both this prospectus and
any supplement, together with the additional information described under the
heading "Where You Can Find More Information."
This prospectus does not contain separate financial statements for the
trusts. Edison International files consolidated financial information with the
SEC that includes each of the trusts. The trusts do not have any independent
function other than to issue securities and to purchase subordinated debt
securities from Edison International. We do not believe that additional
financial information regarding the trusts would be useful to you.
You should rely only on the information contained or incorporated by
reference in this prospectus and in any supplement. We have not authorized any
other person to provide you with different information. If anyone provides you
with different or inconsistent information, you should not rely on it. We will
not make an offer to sell these securities in any jurisdiction where the offer
or sale is not permitted. You should assume that the information appearing in
this prospectus and the supplement to this prospectus is accurate as of the
dates on their covers. Our business, financial condition, results of operations
and prospects may have changed since that date.
FORWARD-LOOKING STATEMENTS
This prospectus, any accompanying prospectus supplement and the additional
information described under the heading "Where You Can Find More Information"
may contain forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements are subject to risks
and uncertainties and are based on the beliefs and assumptions of our
management, based on information currently available to our management. When we
use words such as "believes," "expects," "anticipates," "intends," "plans,"
"estimates," "should" or similar expressions, we are making forward-looking
statements. Forward-looking statements include the information concerning
possible or assumed future results of operations set forth under "Business" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in our Annual Report on Form 10-K, under the same or similar
headings in our Quarterly Reports on Form 10-Q, and in our Current Reports on
Form 8-K, incorporated by reference into this prospectus.
Forward-looking statements are not guarantees of performance. They involve
risks, uncertainties and assumptions. Our future results and shareholder value
may differ materially from those expressed in these forward-looking statements.
Many of the factors that will determine these results and value are beyond our
ability to control or predict. These statements are necessarily based upon
various assumptions involving judgments with respect to the future including,
among others, our ability to achieve synergies and revenue growth, national,
international, regional and local economic, competitive and regulatory
conditions and developments, technological developments, capital market
conditions, inflation rates, foreign currency exchange rates and valuations,
interest rates, energy markets, weather conditions, business and regulatory or
legal decisions, the pace of deregulation of retail natural gas and
electricity, the timing and extent of changes in commodity prices for oil,
natural gas and electricity, the timing and success of business development
efforts, new or increased
3
<PAGE>
environmental liabilities, the effects of Year 2000-related computer problems,
and other uncertainties, all of which are difficult to predict and many of
which are beyond our control. You are cautioned not to put undue reliance on
any forward-looking statements. For those statements, we claim the protection
of the safe harbor for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995.
You should also consider any other factors contained in this prospectus or
in any accompanying supplement, including the information incorporated by
reference into this prospectus or into any accompanying supplement.
WHERE YOU CAN FIND MORE INFORMATION
Available Information
Edison International files reports, proxy statements and other information
with the SEC. Information filed with the SEC by Edison International can be
inspected and copied at the Public Reference Room maintained by the SEC and at
the Regional Offices of the SEC as follows:
Public Reference Room New York Regional Office Chicago Regional Office
450 Fifth Street, N.W. 7 World Trade Center Citicorp Center
Room 1024 Suite 1300 500 West Madison Street
Washington, D.C. 20549 New York, New York 10048 Suite 1400
Chicago, Illinois 60661-
2551
You may also obtain copies of this information by mail from the Public
Reference Section of the SEC, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, at prescribed rates. Further information on the operation of the
SEC's Public Reference Room in Washington, D.C. can be obtained by calling the
SEC at 1-800-SEC-0330.
The SEC also maintains a web site that contains reports, proxy statements
and other information about issuers, such as Edison International, who file
electronically with the SEC. The address of that site is http://www.sec.gov.
Edison International's common stock is listed on the New York Stock
Exchange (NYSE: EIX), and reports, proxy statements and other information
concerning Edison International can also be inspected at the offices of the
New York Stock Exchange at 20 Broad Street, New York, New York 10005. In
addition, reports, proxy statements and other information concerning Edison
International can be inspected at its offices at 2244 Walnut Grove Avenue,
Rosemead, California 91770. You also can obtain copies of some of the above
reports and other information at the web site maintained by Edison
International. The address of that web site is http://www.edison.com.
This prospectus is part of a registration statement that we filed with the
SEC. The full registration statement may be obtained from the SEC or Edison
International, as indicated below. Forms of the indentures, the trust
agreements and other documents establishing the terms of the offered
securities and the guarantees are filed as exhibits to the registration
statement. Statements in this prospectus about these documents are summaries.
You should refer to the actual documents for a more complete description of
the relevant matters.
Incorporation by Reference
The rules of the SEC allow us to "incorporate by reference" information
into this prospectus, which means that we can disclose important information
to you by referring you to another document filed separately with the SEC. The
information incorporated by reference is deemed to be part of this prospectus,
and later information that we file with the SEC will automatically update and
supersede that information. The prospectus incorporates by reference the
documents set forth below that we have previously filed with the SEC. These
documents contain important information about Edison International.
4
<PAGE>
<TABLE>
<CAPTION>
Sec Filings (File No. 1-9936) Period
----------------------------- ------
<S> <C>
Annual Report on Form 10-K Year ended December 31, 1998
Quarterly Report on Form 10-Q Quarter ended March 31, 1999
Current Report on Form 8-K Filed April 5, 1999
Current Report on Form 8-K Filed July 2, 1999
Registration Statement on Form 8-A Filed November 21, 1996
The "Description of Registrant's Filed by SCEcorp (former name of Edison
Securities to be Registered" on International) on May 20, 1988
pages 4-5 of the Registration
Statement on Form 8-B
</TABLE>
We are also incorporating by reference all additional documents that we file
with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended, between the date of this prospectus and the
termination of the offering of securities described in this prospectus.
Upon request, Edison International will provide without charge to each
person to whom a copy of this prospectus has been delivered a copy of any and
all of these filings. You may request a copy of these filings by writing or
telephoning us at:
Edison International
2244 Walnut Grove Avenue
(P.O. Box 999)
Rosemead, California 91770
Attention: Corporate Governance
Telephone: (626) 302-2662
EDISON INTERNATIONAL
Edison International is a multinational corporation and a global leader in
energy production and distribution, and in energy and infrastructure finance.
Headquartered in Rosemead, California, Edison International has regional
offices in New York, Washington, D.C., Australia, Indonesia, the Philippines,
Singapore, Italy, Spain, Turkey and the United Kingdom. Edison International
was incorporated on April 20, 1987, under the laws of the State of California
for the purpose of becoming the parent holding company of Southern California
Edison Company, a California public utility corporation. Edison International
directly or indirectly owns all of the issued and outstanding common stock of
Southern California Edison Company and of other subsidiaries engaged in
nonutility businesses. Edison International's combined assets total nearly $27
billion.
The regulated utility and the nonutility subsidiaries are:
. Southern California Edison, one of the nation's largest investor-owned
electric utilities, serving approximately 11 million people within an
approximate 50,000-square-mile area in central, coastal and Southern
California. Based in Rosemead, California, the regulated utility is a
recognized leader in cutting-edge research and technology and for
providing reliable electrical service in its region for more than a
century. The company has assets of approximately $17 billion.
. Edison Mission Energy, specializing in the development, acquisition,
construction management and operation of global power production
facilities. Based in Irvine, California, it is among the world's leading
power producers with assets of nearly $7 billion and investments in
approximately 58 projects currently operating in Australia, New Zealand,
Spain, Turkey, the United Kingdom and the United States, and plants
under construction in Australia, Indonesia, Italy, New Zealand,
Thailand, and the United States (Puerto Rico). In total, these projects
represent nearly 15,000 megawatts of generating capacity.
5
<PAGE>
. Edison Capital, a provider of capital and financial services for global
energy, infrastructure and affordable housing projects. Headquartered in
Irvine, California, it has assets of nearly $2.5 billion. The company
has investments in energy and infrastructure projects in the United
States, Latin America, Australia, Europe, Asia and Africa and is one of
the nation's leading investors in affordable housing developments
eligible for tax credits.
. Mission Land Company, which is in the business of managing and selling
real estate projects.
. Edison Enterprises, a provider of products and services for commercial,
retail and utility markets. Based in San Dimas, California, it offers
energy management services for business customers, electrical and
appliance repair and home security services to residential consumers,
and a wide range of services to utilities both in the U.S. and in
Canada.
Edison International is engaged in the business of holding, for investment,
the stock of its subsidiaries. Edison International may, in the future, engage
in other businesses. At year-end 1998, Southern California Edison Company had
13,177 full-time employees. Edison International had 20 full-time employees,
Edison Mission Energy had 1,180 full-time employees, Edison Capital had
85 full-time employees, and Edison Enterprises had 3,888 full-time employees.
The information above concerning Edison International and its subsidiaries
is only a summary and does not purport to be comprehensive. For additional
information concerning Edison International and its subsidiaries, you should
refer to the information described in "Where You Can Find More Information."
The principal executive offices of Edison International are located at 2244
Walnut Grove Avenue, Rosemead, California 91770, and its telephone number is
(626) 302-2222.
THE TRUSTS
Edison International created three Delaware business trusts pursuant to
three trust agreements. The trusts are named EIX Trust I, EIX Trust II and EIX
Trust III. Edison International will enter into an amended and restated trust
agreement (a "Trust Agreement") for each trust, which will state the terms and
conditions for each trust to issue and sell its preferred securities and common
securities. A form of Trust Agreement is filed as an exhibit to the
registration statement of which this prospectus forms a part.
Each trust will exist solely to:
. issue and sell its preferred securities (representing undivided
beneficial interests in the assets of the trust) to the public;
. issue and sell its common securities (representing undivided beneficial
interests in the assets of the trust) to Edison International;
. use the proceeds from the sale of its preferred and common securities to
purchase a series of Edison International's subordinated debt
securities;
. distribute the cash payments it receives on the subordinated debt
securities it owns to the holders of the preferred and common
securities; and
. engage in other activities that are necessary or incidental to these
purposes.
Edison International will purchase all of the common securities of each
trust. The common securities will represent an aggregate liquidation amount
equal to at least 3% of each trust's total capitalization. The preferred
securities will represent the remaining 97% of the trust's total
capitalization. The common securities will have terms substantially identical
to, and will rank equal in priority of payment with, the preferred securities.
However, if Edison International defaults on the related subordinated debt
securities, then cash distributions and liquidation, redemption and other
amounts payable on the common securities will be subordinate in priority of
payment to such amounts payable on the preferred securities.
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<PAGE>
The preferred securities will be guaranteed by Edison International as
described later in this prospectus.
Edison International has appointed five trustees to conduct each trust's
business and affairs:
. The Chase Manhattan Bank ("property trustee");
. Chase Manhattan Bank Delaware ("Delaware trustee"); and
. Three Edison International officers ("regular trustees").
Except under certain limited circumstances, only Edison International can
remove or replace the trustees. In addition, Edison International can increase
or decrease the number of trustees.
Edison International will pay all fees and expenses related to each trust
and each offering of the related preferred securities and will pay all ongoing
costs and expenses of each trust, except the respective trust's obligations
under the related preferred and common securities.
The trusts will not have separate financial statements. The statements would
not be material to holders of the preferred securities because no trust will
have any independent operations. Each trust exists solely for the reasons
summarized above.
The principal offices of each trust will be located at 2244 Walnut Grove
Avenue, Rosemead, California 91770, and the telephone number of each trust will
be (626) 302-1930.
USE OF PROCEEDS
Unless stated otherwise in the applicable prospectus supplement, the net
proceeds from the sale of the offered securities will be:
. used by Edison International and/or its subsidiaries for general corporate
purposes, including investing in nonutility business activities and reducing
short-term debt incurred to provide interim financing for such purposes; and
. used by the respective trusts to purchase subordinated debt securities of
Edison International.
RATIO OF EDISON INTERNATIONAL EARNINGS TO FIXED CHARGES AND PREFERRED STOCK
DIVIDENDS
The following table sets forth the ratio of Edison International earnings to
combined fixed charges and preferred stock dividends for Edison International
for each of the five years in the five-year period ended December 31, 1998:
<TABLE>
<CAPTION>
Year Ended December 31,
------------------------
1994 1995 1996 1997 1998
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Ratio of Earnings to Combined Fixed Charges and
Preferred Stock Dividends........................... 2.48 2.55 2.40 2.39 2.31
Adjusted Ratio of Earnings to Combined Fixed Charges
and Preferred Stock Dividends (1)................... NA NA NA 2.40 2.60
</TABLE>
(1) The following effects of rate reduction notes are excluded from the
adjusted ratios for 1997 and 1998:
<TABLE>
<CAPTION>
1997 1998
---------- ------------
<S> <C> <C>
Income before interest expense...................... $8,142,000 $149,486,000
Interest expense.................................... 8,142,000 149,486,000
</TABLE>
SCE Funding LLC, a special purpose entity, of which Southern California
Edison Company is the sole member, issued approximately $2.5 billion of
these notes in December 1997. For further details you should refer to the
information described in "Where You Can Find More Information" in the
Prospectus, particularly page 46 of Edison International's 1998 Annual
Report to Shareholders.
7
<PAGE>
DESCRIPTION OF SECURITIES
The following is a general description of the terms and provisions of the
securities we may offer and sell by this prospectus. These summaries are not
meant to be a complete description of each security. This prospectus and any
accompanying prospectus supplement will contain the material terms and
conditions for each security. The prospectus supplement may add, update or
change the terms and conditions of the securities as described in this
prospectus. For more information about the securities offered by us, please
refer to:
. the indenture between Edison International and Harris Trust and Savings
Bank, as trustee, relating to the issuance of each series of senior debt
securities by Edison International;
. the indenture ("subordinated indenture") between Edison International
and The Chase Manhattan Bank, as trustee, relating to the issuance of
each series of subordinated debt securities by Edison International;
. the Trust Agreement of each trust; and
. the guarantee agreement between Edison International and The Chase
Manhattan Bank, as trustee, relating to Edison International's guarantee
of the preferred securities issued by each trust.
Forms of these documents are filed as exhibits to the registration
statement. The indentures listed above are sometimes collectively referred to
as the "indentures" and individually referred to as an "indenture." The trustee
under each indenture is referred to as the "indenture trustee." The indentures
are subject to and governed by the Trust Indenture Act of 1939, and may be
supplemented or amended from time to time following their execution.
DESCRIPTION OF DEBT SECURITIES
The following description discusses the general terms and provisions of the
debt securities that Edison International may offer by this prospectus. The
debt securities may be issued as senior debt securities or subordinated debt
securities. Any subordinated debt securities issued by Edison International
will be purchased by a trust and correspond to the series of preferred
securities issued by the trust. The indebtedness represented by the senior debt
securities will rank equally with all other unsecured and unsubordinated debt
of Edison International. The indebtedness represented by the subordinated debt
securities will rank junior and be subordinate in right of payment to the prior
payment in full of the senior debt of Edison International, to the extent and
in the manner set forth in the prospectus supplement for the securities. See
"--Subordination" below.
Each indenture gives us broad authority to set the particular terms of each
series of debt securities, including the right to modify certain of the terms
contained in the indenture. The particular terms of a series of debt securities
and the extent, if any, to which the particular terms of the issue modify the
terms of the indenture will be described in the prospectus supplement relating
to the debt securities.
Each indenture contains the full legal text of the matters described in this
section. Because this section is a summary, it does not describe every aspect
of the debt securities or the applicable indenture. This summary is subject to
and qualified in its entirety by reference to all the provisions of the
applicable indenture, including definitions of terms used in the indenture. We
also include references in parentheses to certain sections of the indentures.
Whenever we refer to particular sections or defined terms of the indentures in
this prospectus or in a prospectus supplement, these sections or defined terms
are incorporated by reference herein or in the prospectus supplement. This
summary also is subject to and qualified by reference to the description of the
particular terms of the debt securities in the applicable prospectus
supplement.
8
<PAGE>
General
We may issue an unlimited amount of debt securities under each indenture in
one or more series. We need not issue all debt securities of one series at the
same time and, unless otherwise provided, we may reopen a series, without the
consent of the holders of the debt securities of that series, for issuances of
additional debt securities of that series.
The debt securities will be unsecured obligations.
Prior to the issuance of each series of debt securities, the terms of the
particular securities will be specified in a supplemental indenture (including
any pricing supplement) and a board resolution of Edison International or in
one or more officer's certificates of Edison International pursuant to a
supplemental indenture or a board resolution. We refer you to the applicable
prospectus supplement for a description of the following terms of the series of
debt securities:
(a) the title of the debt securities;
(b) any limit upon the principal amount of the debt securities;
(c) the date or dates on which principal will be payable or how to
determine the dates;
(d) the rate or rates or method of determination of interest; the date
from which interest will accrue; the dates on which interest will be
payable, which we refer to as the "interest payment dates;" and any record
dates for the interest payable on the interest payment dates;
(e) any obligation or option of Edison International to redeem, purchase
or repay debt securities, or any option of the registered holder to require
Edison International to redeem or repurchase debt securities, and the terms
and conditions upon which the debt securities will be redeemed, purchased
or repaid;
(f) the denominations in which the debt securities will be issuable (if
other than denominations of $1,000 and any integral multiple thereof);
(g) any provision relating to deferral of interest payments;
(h) whether the debt securities are to be issued in whole or in part in
the form of one or more global debt securities and, if so, the identity of
the depositary for the global debt securities; and
(i) any other terms of the debt securities.
(See Section 301.)
Payment of Debt Securities--Interest
Unless indicated differently in a prospectus supplement, we will pay
interest on the debt security on each interest payment date to the person in
whose name the debt security is registered as of the close of business on the
regular record date relating to the interest payment date.
However, if we default in paying interest on a debt security, we will pay
defaulted interest in either of the two following ways:
(a) We will first propose to the indenture trustee a payment date for
the defaulted interest. Next, the indenture trustee will choose a special
record date for determining which registered holders are entitled to the
payment. The special record date will be between 10 and 15 days before the
payment date we propose. Finally, we will pay the defaulted interest on the
payment date to the registered holder of the debt security as of the close
of business on the special record date.
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<PAGE>
(b) Alternatively, we can propose to the indenture trustee any other
lawful manner of payment that is consistent with the requirements of any
securities exchange on which the debt securities are listed for trading. If
the indenture trustee thinks the proposal is practicable, payment will be
made as proposed.
(See Section 307.)
Payment of Debt Securities--Principal
Unless we indicate differently in a prospectus supplement, we will pay
principal of and any premium on the debt securities at stated maturity, upon
redemption or otherwise, upon presentation of the debt securities at the office
of the indenture trustee, as our paying agent. Any other paying agent initially
designated for the debt securities of a particular series will be named in the
applicable prospectus supplement.
In our discretion, we may change the place of payment on the debt
securities, and may remove any paying agent and may appoint one or more
additional paying agents. (See Section 1002.)
Form; Transfers; Exchanges
The debt securities will be issued
(a) only in fully registered form;
(b) without interest coupons; and
(c) unless otherwise specified in a prospectus supplement, in
denominations that are integral multiples of $1,000.
You may have your debt securities divided into debt securities of smaller
denominations (of at least $1,000) or combined into debt securities of larger
denominations, as long as the total principal amount is not changed. This is
called an "exchange."
You may exchange or transfer debt securities at the office of the indenture
trustee. The indenture trustee acts as our agent for registering debt
securities in the names of holders and transferring debt securities. We may
appoint another agent or act as our own agent for this purpose. The entity
performing the role of maintaining the list of registered holders is called the
"security registrar." It will also perform transfers.
In our discretion, we may change the place for registration of transfer of
the debt securities and may remove and/or appoint one or more additional
security registrars. (See Sections 305 and 1002.)
Except as otherwise provided in a prospectus supplement, there will be no
service charge for any transfer or exchange of the debt securities, but you may
be required to pay a sum sufficient to cover any tax or other governmental
charge payable in connection with the transfer or exchange. We may block the
transfer or exchange of (a) debt securities during a period of 15 days prior to
giving any notice of redemption or (b) any debt security selected for
redemption in whole or in part, except the unredeemed portion of any debt
security being redeemed in part. (See Section 305.)
Redemption
We will set forth any terms for the redemption of debt securities in a
prospectus supplement. Unless we indicate differently in a prospectus
supplement, and except with respect to debt securities redeemable at the option
of the registered holder, debt securities will be redeemable upon notice by
mail between 30 and 60 days prior to the redemption date. If less than all of
the debt securities of any series or any tranche of a series are to be
redeemed, the indenture trustee will select the debt securities to be redeemed.
In the absence of any provision for selection, the indenture trustee will
choose a method of random selection it deems fair and appropriate. (See
Sections 1102, 1103 and 1104.)
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<PAGE>
Debt securities will cease to bear interest on the redemption date. We will
pay the redemption price and any accrued interest once you surrender the debt
security for redemption. (See Section 1105.) If only part of a debt security is
redeemed, the indenture trustee will deliver to you a new debt security of the
same series for the remaining portion without charge. (Section 1106.)
We may make any redemption conditional upon the receipt by the paying agent,
on or prior to the date fixed for redemption, of money sufficient to pay the
redemption price. If the paying agent has not received the money by the date
fixed for redemption, we will not be required to redeem the debt securities.
(See Section 1104.)
Events of Default
An "event of default" occurs with respect to debt securities of any series
if:
(a) we do not pay any interest on any debt securities of the applicable
series within 30 days of the due date (following any deferral allowed under
the terms of the debt securities and elected by us);
(b) we do not pay principal or premium on any debt securities of the
applicable series on its due date;
(c) we remain in breach of a covenant or warranty (excluding covenants
and warranties not applicable to the affected series) of the indenture for
90 days after we receive a written notice of default stating we are in
breach and requiring remedy of the breach; the notice must be sent by
either the indenture trustee or registered holders of at least 25% of the
principal amount of debt securities of the affected series;
(d) we file for bankruptcy or other specified events in bankruptcy,
insolvency, receivership or reorganization occur; or
(e) any other event of default specified in the prospectus supplement
occurs.
(See Section 501.)
No event of default with respect to a series of debt securities necessarily
constitutes an event of default with respect to the debt securities of any
other series issued under the indenture.
Remedies
Acceleration
If an event of default occurs and is continuing with respect to any series
of debt securities, then either the indenture trustee or the registered holders
of not less than 25% in principal amount of the outstanding debt securities of
that series may declare the principal amount of all of the debt securities of
that series to be due and payable immediately. (See Section 502.)
Rescission of Acceleration
After the declaration of acceleration has been made and before the indenture
trustee has obtained a judgment or decree for payment of the money due on any
series of debt securities, the registered holders of not less than a majority
in aggregate principal amount of the outstanding debt securities of that series
may rescind and annul the declaration and its consequences, if
(a) we pay or deposit with the indenture trustee a sum sufficient to pay
(1) all overdue interest;
(2) the principal of and any premium which have become due other
than by the declaration of acceleration and overdue interest on these
amounts;
11
<PAGE>
(3) interest on overdue interest to the extent lawful;
(4) all amounts due to the indenture trustee under the indenture; and
(b) all events of default with respect to the affected series, other
than the nonpayment of the principal which has become due solely by the
declaration of acceleration, have been cured or waived as provided in the
indenture.
(See Section 502.)
For more information as to waiver of defaults, see "Waiver of Default and
of Compliance" below.
Control by Registered Holders; Limitations
Subject to the indenture, if an event of default with respect to the debt
securities of any series occurs and is continuing, the registered holders of a
majority in principal amount of the outstanding debt securities of that series
will have the right to
(a) direct the time, method and place of conducting any proceeding for
any remedy available to the indenture trustee, or
(b) exercise any trust or power conferred on the indenture trustee with
respect to the debt securities of the series.
If an event of default is continuing with respect to all the series of debt
securities, the registered holders of a majority in aggregate principal amount
of the outstanding debt securities of all the series, considered as one class,
will have the right to make such direction, and not the registered holders of
the debt securities of any one of the series. These rights of registered
holders to make direction are subject to the following limitations:
(a) the registered holders' directions will not conflict with any law or
the indenture; and
(b) the registered holders' directions may not involve the indenture
trustee in personal liability where the indenture trustee believes
indemnity is not adequate.
The indenture trustee may also take any other action it deems proper which
is consistent with the registered holders' direction. (See Sections 512 and
603.)
In addition, the indenture provides that no registered holder of any debt
security of any series will have any right to institute any proceeding,
judicial or otherwise, with respect to the indenture for the appointment of a
receiver or for any other remedy under the indenture unless
(a) that registered holder has previously given the indenture trustee
written notice of a continuing event of default;
(b) the registered holders of not less than 25% in aggregate principal
amount of the outstanding debt securities of all the series, considered as
one class, or, in the case of an event of default of the character
specified above in clause (a) or (b) under "Events of Default," that
series, have made written request to the indenture trustee to institute
proceedings in respect of that event of default and have offered the
indenture trustee indemnity satisfactory to it against costs and
liabilities incurred in complying with the request; and
(c) for 60 days after receipt of the notice, the indenture trustee has
failed to institute a proceeding and no direction inconsistent with the
request has been given to the indenture trustee during the 60-day period by
the registered holders of a majority in aggregate principal amount of
outstanding debt securities of all the series, considered as one class, or,
in the case of an event of default of the character specified above in
clause (a) or (b) under "Events of Default," that series.
12
<PAGE>
Furthermore, no registered holder will be entitled to institute any action if
and to the extent that the action would disturb or prejudice the rights of
other registered holders. (See Sections 507 and 603.)
However, each registered holder has an absolute and unconditional right to
receive payment when due and to bring a suit to enforce that right. (See
Sections 507 and 508.)
Notice of Default
The indenture trustee is required to give the registered holders of the debt
securities notice of any default under the indenture to the extent required by
the Trust Indenture Act, unless the default has been cured or waived; except
that in the case of an event of default of the character specified above in
clause (c) under "Events of Default," no notice shall be given to the
registered holders until at least 30 days after the occurrence thereof. (See
Section 602.) The Trust Indenture Act currently permits the indenture trustee
to withhold notices of default (except for certain payment defaults) if the
indenture trustee in good faith determines the withholding of the notice to be
in the interests of the registered holders.
We will furnish the indenture trustee with an annual statement as to our
compliance with the conditions and covenants in the indenture. (See Section
1005.)
Waiver of Default and of Compliance
The registered holders of a majority in aggregate principal amount of the
outstanding debt securities of all affected series (voting as one class) may
waive, on behalf of the registered holders of all debt securities of all such
series, any past default under the indenture, except a default in the payment
of principal, premium or interest, or with respect to compliance with certain
provisions of the indenture that cannot be amended without the consent of the
registered holder of each outstanding debt security. (See Section 513.)
Compliance with some of the covenants in the indenture or otherwise provided
with respect to debt securities may be waived by the registered holders of a
majority in aggregate principal amount of the affected debt securities,
considered as one class. (See Section 1006.)
Consolidation, Merger and Conveyance of Assets as an Entirety; No Financial
Covenants
Subject to the provisions described in the next paragraph, Edison
International will preserve its corporate existence. (See Section 1004.)
Edison International has agreed not to consolidate with or merge into any
other entity and not to convey, transfer or lease its properties and assets
substantially as an entirety to any entity, unless:
(a) the entity formed by the consolidation or into which Edison
International is merged, or the entity which acquires or which leases the
property and assets of Edison International substantially as an entirety,
is an entity organized and existing under the laws of the United States of
America or any State of the United States or the District of Columbia, and
expressly assumes, by supplemental indenture, the due and punctual payment
of the principal, premium and interest on all the outstanding debt
securities and the performance of all of the covenants of Edison
International under the indenture, and
(b) immediately after giving effect to the transactions, no event of
default, and no event which after notice or lapse of time or both would
become an event of default, will have occurred and be continuing.
(See Section 801.)
The indenture contains no financial or other similar restrictive covenants.
Any such covenants with respect to any particular series of debt securities
will be set forth in the applicable prospectus supplement.
13
<PAGE>
Modification of Indenture
Without Registered Holder Consent. Without the consent of any registered
holders of debt securities, we and the applicable indenture trustee may enter
into one or more supplemental indentures for any of the following purposes:
(a) to evidence the succession of another entity to Edison
International; or
(b) to add one or more covenants of Edison International or other
provisions for the benefit of the registered holders of all or any series
or tranche of debt securities, or to surrender any right or power conferred
upon Edison International; or
(c) to add any additional events of default for all or any series of
debt securities; or
(d) to change or eliminate any provision of the indenture or to add any
new provision to the indenture that does not adversely affect the interests
of the registered holders; or
(e) to provide security for the debt securities of any series; or
(f) to establish the form or terms of debt securities of any series or
tranche or any debt securities guarantees as permitted by the indenture; or
(g) to provide for the issuance of bearer securities; or
(h) to evidence and provide for the acceptance of appointment of a
separate or successor indenture trustee; or
(i) to provide for the procedures required to permit the utilization of
a noncertificated system of registration for any series or tranche of debt
securities; or
(j) to change any place or places where
(1) we may pay principal, premium and interest,
(2) debt securities may be surrendered for transfer or exchange, or
(3) notices and demands to or upon Edison International may be
served; or
(k) to cure any ambiguity, defect or inconsistency or to make any other
changes that do not adversely affect the interests of the registered
holders in any material respect.
(See Section 901.)
If the Trust Indenture Act is amended after the date of the indenture so as
to require changes to the indenture or so as to permit changes to, or the
elimination of, provisions which, at the date of the indenture or at any time
thereafter, were required by the Trust Indenture Act to be contained in the
indenture, the indenture will be deemed to have been amended so as to conform
to the amendment or to effect the changes or elimination, and Edison
International and the applicable indenture trustee may, without the consent of
any registered holders, enter into one or more supplemental indentures to
effect or evidence the amendment.
With Registered Holder Consent. We and the indenture trustee may, with some
exceptions, amend or modify any indenture with the consent of the registered
holders of at least a majority in aggregate principal amount of the debt
securities of all series affected by the amendment or modification (voting as
one class). However, no amendment or modification may, without the consent of
the registered holder of each outstanding debt security affected thereby,
(a) change the stated maturity of the principal or interest on any debt
security (other than pursuant to the terms of the debt security), or reduce
the principal amount, interest or premium payable or change the currency in
which any debt security is payable, or impair the right to bring suit to
enforce any payment;
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(b) reduce the percentages of registered holders whose consent is
required for any supplemental indenture or waiver or reduce the
requirements for quorum and voting under the indenture; or
(c) modify certain of the provisions in the indenture relating to
supplemental indentures and waivers of certain covenants and past defaults.
A supplemental indenture which changes or eliminates any provision of the
indenture expressly included solely for the benefit of registered holders of
debt securities of one or more particular series or tranches will be deemed not
to affect the rights under the indenture of the registered holders of debt
securities of any other series or tranche. (See Section 902.)
Miscellaneous
The indenture provides that some debt securities, including those for which
payment or redemption money has been deposited or set aside in trust, will not
be deemed to be "outstanding" in determining whether the registered holders of
the requisite principal amount of the outstanding debt securities have given or
taken any demand, direction, consent or other action under the indenture as of
any date, or are present at a meeting of registered holders for quorum
purposes. (See Section 101.)
We will be entitled to set any day as a record date for the purpose of
determining the registered holders of outstanding debt securities of any series
entitled to give or take any demand, direction, consent or other action under
the indenture, in the manner and subject to the limitations provided in the
indenture. In some circumstances, the indenture trustee also will be entitled
to set a record date for action by registered holders. If a record date is set
for any action to be taken by registered holders of particular debt securities,
the action may be taken only by persons who are registered holders of the
respective debt securities on the record date. (See Section 104.)
Defeasance and Covenant Defeasance
The indentures provide, unless the terms of the particular series of debt
securities provide otherwise, that we may, upon satisfying several conditions,
cause ourselves to be:
(a) discharged from our obligations, with some exceptions, with respect
to any series of debt securities, which we refer to as "defeasance"; and
(b) released from our obligations under specified covenants with respect
to any series of debt securities, which we refer to as "covenant
defeasance."
One condition we must satisfy is the irrevocable deposit with the indenture
trustee, in trust, of money and/or government obligations which, through the
scheduled payment of principal and interest on those obligations, would provide
sufficient moneys to pay the principal of and any premium and interest on those
debt securities on the maturity dates of the payments or upon redemption.
The indentures permit defeasance with respect to any series of debt
securities even if a prior covenant defeasance has occurred with respect to the
debt securities of that series. Following a defeasance, payment of the debt
securities defeased may not be accelerated because of an event of default.
Following a covenant defeasance, payment of the debt securities may not be
accelerated by reference to the specified covenants affected by the covenant
defeasance. However, if an acceleration were to occur, the realizable value at
the acceleration date of the money and government obligations in the defeasance
trust could be less than the principal and interest then due on the respective
debt securities, since the required deposit in the defeasance trust would be
based upon scheduled cash flows rather than market value, which would vary
depending upon interest rates and other factors.
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Under current United States federal income tax law, the defeasance
contemplated in the preceding paragraphs would be treated as an exchange of the
relevant debt securities in which holders of the debt securities might
recognize gain or loss. In addition, the amount, timing and character of
amounts that holders would be required after the defeasance to include in
income might be different from that which would be includible in the absence of
the defeasance. Prospective investors are urged to consult their own tax
advisors as to the specific consequences of a defeasance, including the
applicability and effect of tax laws other than United States federal income
tax laws.
Under current United States federal income tax laws, unless accompanied by
other changes in the terms of the debt securities, covenant defeasance
generally should not be treated as a taxable exchange.
Resignation and Removal of the Indenture Trustee; Deemed Resignation
The indenture trustee may resign at any time by giving written notice to us.
The indenture trustee may also be removed by act of the registered holders
of a majority in principal amount of the then outstanding debt securities of
any series.
No resignation or removal of the indenture trustee and no appointment of a
successor indenture trustee will become effective until the acceptance of
appointment by a successor indenture trustee in accordance with the
requirements of the indenture.
Under some circumstances, we may appoint a successor indenture trustee and,
if the successor accepts, the indenture trustee will be deemed to have
resigned.
(Section 610).
Subordination
Unless we indicate differently in a prospectus supplement, any subordinated
debt securities will be subordinated in the following manner. If Edison
International's assets are distributed upon our dissolution, winding up,
liquidation or reorganization, the payment of the principal of, premium, if
any, and interest on any subordinated debt securities will be subordinated, to
the extent provided in the subordinated indenture and the applicable
supplemental indenture, to the prior payment in full of all senior
indebtedness, including senior debt securities. However, Edison International's
obligation to pay principal, and premium, if any, or interest on the
subordinated debt securities will not otherwise be affected. No payment on
account of principal, or premium, if any, sinking fund or interest may be made
on the subordinated debt securities at any time when there is a default in the
payment of principal, premium, if any, sinking fund or interest on senior
indebtedness. If, while Edison International is in default on senior
indebtedness, any payment is received by the indenture trustee under the
subordinated debt security indenture or the holders of any of the subordinated
debt securities before it has paid all senior indebtedness in full, the payment
or distribution must be paid over to the holders of the unpaid senior
indebtedness or applied to the repayment of the unpaid senior indebtedness.
Subject to paying the senior indebtedness in full, the holders of the
subordinated debt securities will be subrogated to the rights of the holders of
the senior indebtedness to the extent that payments are made to the holders of
senior indebtedness out of the distributive share of the subordinated debt
securities.
Due to the subordination, if Edison International's assets are distributed
upon insolvency, some or all of its general creditors may recover more,
ratably, than holders of subordinated debt securities. The subordinated
indenture or applicable supplemental indenture may state that its subordination
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provisions will not apply to money and securities held in trust under the
satisfaction and discharge, and the legal defeasance provisions of the
subordinated indenture.
If this prospectus is being delivered in connection with the offering of a
series of subordinated debt securities, the accompanying prospectus supplement
or the information incorporated by reference in it will set forth the
approximate amount of senior indebtedness outstanding as of a recent date.
Conversion Rights
The terms and conditions of any debt securities being offered that are
convertible into common stock of Edison International will be set forth in a
prospectus supplement. These terms will include the conversion price, the
conversion period, provisions as to whether conversion will be at the option of
the holder or us, the events requiring an adjustment of the conversion price
and provisions affecting conversion in the event that the debt securities are
redeemed.
Governing Law
The subordinated indenture and the related debt securities will be governed
by and construed in accordance with the laws of the State of California, except
that the rights, duties, immunities and indemnities of the indenture trustee
will be governed by the laws of the State of New York.
The senior indenture and the related debt securities will be governed by and
construed in accordance with the laws of the State of California.
DESCRIPTION OF EDISON INTERNATIONAL'S
COMMON STOCK AND PREFERRED STOCK
The following description of Edison International's common stock and
preferred stock is only a summary and is qualified in its entirety by reference
to the articles of incorporation and bylaws of Edison International. Therefore,
you should read carefully the more detailed provisions of Edison
International's Restated Articles of Incorporation, Edison International's
Amended Bylaws, and Edison International's Rights Agreement, dated November 21,
1996, between Edison International and Harris Trust Company of California, as
rights agent, copies of which are incorporated by reference as exhibits to the
registration statement of which this prospectus is a part.
General
The authorized capital stock of Edison International consists of (1)
800,000,000 shares of Edison International common stock, without par value, and
(2) 50,000,000 shares of preferred stock, without par value. As of March 31,
1999, there were issued and outstanding 347,207,697 shares of Edison
International common stock and no shares of Edison International preferred
stock. No other classes of capital stock are authorized under the Edison
International articles of incorporation. The issued and outstanding shares of
Edison International common stock are duly authorized, validly issued, fully
paid, nonassessable and free of preemptive rights.
Edison International Common Stock
The holders of Edison International common stock are entitled to receive
such dividends as the Edison International board of directors may from time to
time declare, subject to any rights of holders of outstanding shares of Edison
International preferred stock. Except as otherwise provided by law, each holder
of Edison International common stock is entitled to one vote per share on each
matter
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submitted to a vote of a meeting of shareholders, subject to any class or
series voting rights of holders of Edison International preferred stock.
In the event of any liquidation, dissolution or winding up of Edison
International, whether voluntary or involuntary, the holders of shares of
Edison International common stock, subject to any rights of the holders of
outstanding shares of Edison International preferred stock, are entitled to
receive any remaining assets of Edison International after the discharge of its
liabilities.
Holders of Edison International common stock are not entitled to preemptive
rights to subscribe for or purchase any part of any new or additional issue of
stock or securities convertible into stock. Edison International common stock
does not contain any redemption provisions or conversion rights and is not
liable to assessment or further call.
Each outstanding share of Edison International common stock is accompanied
by a right to purchase one one-thousandth of a share of Series A Junior
Participating Cumulative Preferred Stock, without par value, of Edison
International at a price of $55.00 per right, subject to certain anti-dilution
adjustments. The Edison International board of directors has reserved 3,000,000
shares of such Series A preferred stock for issuance upon exercise of the
rights, as more fully discussed below under the heading "--Description of
Preferred Share Purchase Rights."
The registrar and transfer agent for the Edison International common stock
is Southern California Edison Company.
Preferred Stock
The Edison International board of directors is authorized, pursuant to the
Edison International articles of incorporation, to issue up to 50,000,000
shares of Edison International preferred stock in one or more series and to fix
the number of shares of any series of preferred stock, to determine the
designation of any such series, to increase or decrease the number of shares of
any such series subsequent to the issue of shares of that series, and to
determine or alter the rights, preferences, privileges and restrictions granted
to or imposed upon any wholly unissued series of preferred stock. As of March
31, 1999, there were no shares of Edison International preferred stock
outstanding. However, the Edison International board of directors has reserved
3,000,000 shares of Series A preferred stock for issuance in connection with
rights issued under the Edison International rights agreement.
Prior to the issuance of shares of each series of preferred stock, the board
of directors is required to adopt resolutions and file a certificate of
determination with the Secretary of State of the State of California (other
than the Series A preferred stock, for which those actions have been taken
previously). The certificate of determination will fix for each series the
designation and number of shares and the rights, preferences, privileges and
restrictions of the shares including, but not limited to, the following:
(a) the title and stated value of the preferred stock;
(b) voting rights, if any, of the preferred stock;
(c) any rights and terms of redemption (including sinking fund
provisions);
(d) the dividend rate(s), period(s) and/or payment date(s) or method(s)
of calculation applicable to the preferred stock;
(e) whether dividends are cumulative or non-cumulative and, if
cumulative, the date from which dividends on the preferred stock will
accumulate;
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(f) the relative ranking and preferences of the preferred stock as to
dividend rights and rights upon the liquidation, dissolution or winding up
of our affairs;
(g) the terms and conditions, if applicable, upon which the preferred
stock will be convertible into common stock, including the conversion price
(or manner of calculation) and conversion period;
(h) the provision for redemption, if applicable, of the preferred stock;
(i) the provisions for a sinking fund, if any, for the preferred stock;
(j) liquidation preferences;
(k) any limitations on issuance of any class or series of preferred
stock ranking senior to or on a parity with the class or series of
preferred stock as to dividend rights and rights upon liquidation,
dissolution or winding up of our affairs; and
(l) any other specific terms, preferences, rights, limitations or
restrictions of the preferred stock.
All shares of preferred stock will, when issued, be fully paid and
nonassessable and will not have any preemptive or similar rights.
In addition to the terms listed above, we will set forth in a prospectus
supplement the following terms relating to the class or series of preferred
stock being offered:
(a) the number of shares of the preferred stock offered, the liquidation
preference per share and the offering price of the preferred stock;
(b) the procedures for auction and remarketing, if any, for the
preferred stock;
(c) any listing of the preferred stock on any securities exchange; and
(d) a discussion of any material and/or special United States federal
income tax considerations applicable to the preferred stock.
Rank
Unless we specify otherwise in the applicable prospectus supplement, the
preferred stock will rank, with respect to dividends and upon our liquidation,
dissolution or winding up:
(a) senior to all classes or series of our common stock and to all of
our equity securities ranking junior to the preferred stock;
(b) on a parity with all of our equity securities the terms of which
specifically provide that the equity securities rank on a parity with the
preferred stock; and
(c) junior to all of our equity securities the terms of which
specifically provide that the equity securities rank senior to the
preferred stock.
Description of Preferred Share Purchase Rights
On November 21, 1996, the Edison International board of directors adopted a
preferred share purchase rights plan providing that one preferred share
purchase right will attach to each share of Edison International common stock.
The description and terms of the rights are set forth in a rights agreement,
dated as of November 21, 1996, by and between Edison International and Harris
Trust Company of California, as rights agent. The purchase rights have an anti-
takeover effect that is intended to discourage coercive or unfair takeover
tactics and to encourage any potential acquirer to negotiate a fair price to
all Edison International shareholders. The purchase rights may cause
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substantial dilution to any party that may attempt to acquire Edison
International on terms not approved by the Edison International board of
directors. However, the purchase rights are structured in a way so as not to
interfere with any negotiated merger or other business combination. The rights
will expire on November 21, 2006. Until a right is exercised, the holder of the
right will have no rights as a shareholder of Edison International beyond those
rights afforded to existing shareholders, including the right to vote or to
receive dividends.
The rights are designed to assure that all of Edison International's
shareholders receive fair and equal treatment in the event of any proposed
takeover of Edison International and to guard against partial tender offers,
open market accumulations and other abusive tactics that may be deployed to
gain control of Edison International without a control premium paid to all
shareholders. Any time prior to the first date that a person or group has
become an "acquiring person" as defined in the rights agreement, the rights
should not interfere with any merger or other business combination as long as
it is approved by the Edison International board of directors.
Anti-Takeover Provisions
The Edison International articles of incorporation and bylaws contain
provisions that may have the effect of discouraging persons from acquiring
large blocks of Edison International stock or delaying or preventing a change
in control of Edison International. The material provisions which may have such
an effect are:
(a) a provision permitting the Edison International board of directors
to amend or repeal the Edison International bylaws, except that provisions
of the bylaws specifying or changing a fixed number of directors or the
maximum or minimum number or changing from a fixed to a variable board of
directors or vice versa may only be adopted by approval of outstanding
shares;
(b) authorization for the Edison International board of directors to
issue Edison International preferred stock in series and to fix rights and
preferences of the series (including, among other things, whether, and to
what extent, the shares of any series will have voting rights and the
extent of the preferences of the shares of any series with respect to
dividends and other matters); and
(c) a provision requiring the approval of holders of at least 80% of the
outstanding voting shares of Edison International for such acquisition or
change of control unless either a majority of the disinterested directors
of the Edison International board of directors approves such acquisition or
change of control or the consideration received in connection with such
acquisition or change of control equals at least the fair market value of
the capital stock of Edison International.
Some acquisitions of Edison International's outstanding voting shares would
also require approval of the SEC under the Public Utility Holding Company Act
of 1935 and of various federal, state and foreign regulatory authorities.
DESCRIPTION OF PREFERRED SECURITIES
General
Each Trust Agreement authorizes the regular trustees to issue on behalf of
each trust one series of preferred securities which will have the terms
described in a prospectus supplement. The proceeds from the sale of a trust's
preferred and common securities will be used by the trust to purchase a series
of subordinated debt securities issued by Edison International. The
subordinated debt securities will be held in trust by the property trustee for
the benefit of the holders of the preferred and common securities.
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Under each preferred securities guarantee, Edison International will agree
to make payments of distributions and payments on redemption or liquidation
with respect to a trust's preferred securities, but only to the extent the
trust has funds available to make those payments and has not made the payments.
See "Description of Preferred Securities Guarantees."
The assets of a trust available for distribution to the holders of its
preferred securities will be limited to payments from Edison International
under the series of subordinated debt securities held by the trust. If Edison
International fails to make a payment on the subordinated debt securities, the
trust will not have sufficient funds to make related payments, including
distributions, on its preferred securities.
Each preferred securities guarantee, when taken together with Edison
International's obligations under the related series of subordinated debt
securities, the subordinated indenture, the related Trust Agreement and the
related expense agreement (as described below), will provide a full and
unconditional guarantee by Edison International of amounts due on the preferred
securities issued by a trust.
Each Trust Agreement will be qualified as an indenture under the Trust
Indenture Act. Each property trustee will act as indenture trustee for the
preferred securities to be issued by the applicable trust, in order to comply
with the provisions of the Trust Indenture Act.
Each series of preferred securities will have the terms, including those
regarding distributions, redemption, voting, liquidation rights and the other
preferred, deferred or other special rights or other restrictions, as described
in the relevant Trust Agreement or made part of the Trust Agreement by the
Trust Indenture Act or the Delaware Business Trust Act. The terms of the
preferred securities will mirror the terms of the subordinated debt securities
held by the trust.
The prospectus supplement relating to the preferred securities of a trust
will describe the specific terms of the preferred securities, including:
(a) the name of the preferred securities;
(b) the dollar amount and number of securities issued;
(c) any provision relating to deferral of distribution payments;
(d) the annual distribution rate(s), or method of determining the
rate(s), the payment date(s) and the record dates used to determine the
holders who are to receive distributions;
(e) the date from which distributions will be cumulative;
(f) the optional redemption provisions, if any, including the prices,
time periods and other terms and conditions for which the preferred
securities will be purchased or redeemed, in whole or in part;
(g) the terms and conditions, if any, upon which the applicable series
of subordinated debt securities may be distributed to holders of the
preferred securities;
(h) the voting rights, if any, of holders of the preferred securities;
(i) any securities exchange on which the preferred securities will be
listed;
(j) whether the preferred securities are to be issued in book-entry form
and represented by one or more global certificates and, if so, the
depository for the global certificates and the specific terms of the
depositary arrangements; and
(k) any other relevant rights, preferences, privileges, limitations or
restrictions of the preferred securities.
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Each prospectus supplement will describe various United States federal
income tax considerations applicable to the purchase, holding and disposition
of the series of preferred securities covered by the prospectus supplement.
Liquidation Distribution Upon Dissolution
Unless otherwise specified in an applicable prospectus supplement, each
Trust Agreement states that the related trust shall be dissolved:
(a) on the expiration of the term of the trust;
(b) upon the bankruptcy, dissolution or liquidation of Edison
International;
(c) upon direction by Edison International to the property trustee to
dissolve the trust and distribute the related subordinated debt securities
directly to the holders of the preferred and common securities of the
trust;
(d) upon the redemption of all of the common and preferred securities of
the trust in connection with the redemption of all of the related
subordinated debt securities; or
(e) upon entry of a court order for the dissolution of the trust.
Unless otherwise specified in an applicable prospectus supplement, in the
event of a dissolution as described in (a), (b), (c) or (e) above, after the
trust satisfies all liabilities to its creditors as provided by applicable law,
each holder of the preferred or common securities will be entitled to receive:
(a) the related subordinated debt securities in an aggregate principal
amount equal to the aggregate liquidation amount of the preferred or common
securities held by the holder; or
(b) if such a distribution of related subordinated debt securities is
determined by the property trustee not to be practical, cash equal to the
aggregate liquidation amount of the preferred or common securities held by
the holder, plus accumulated and unpaid distributions to the date of
payment.
If the trust cannot pay the full amount due on its preferred and common
securities because insufficient assets are available for payment, then the
amounts payable by the trust on its preferred and common securities will be
paid on a pro rata basis. However, if an event of default under the related
subordinated indenture has occurred and is continuing, the total amounts due on
the preferred securities will be paid before any distribution on the common
securities.
Events of Default
An "event of default" under the Trust Agreement (a "Trust Agreement event of
default") occurs if: (a) an event of default under the subordinated indenture
relating to a series of subordinated debt securities occurs or (b) any other
event of default specified in the prospectus supplement occurs. See
"Description of Debt Securities--Events of Default."
Edison International and the regular trustees of a trust must file annually
with the property trustee for the trust a certificate stating whether or not
they are in compliance with all the applicable conditions and covenants under
the related Trust Agreement.
If an event of default occurs under the subordinated indenture, and the
indenture trustee and the holders of not less than 25% in principal amount of
the related subordinated debt securities outstanding fail to declare the
principal of all of such subordinated debt securities to be immediately due and
payable, the holders of at least 25% in aggregate liquidation amount of the
outstanding
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preferred securities of the applicable trust will have the right to declare
such principal immediately due and payable, by providing notice to Edison
International and the indenture trustee.
If Edison International fails to pay principal, premium, if any, or interest
on a series of subordinated debt securities when payable, then a holder of the
related preferred securities may directly sue Edison International to collect
its pro rata share of payments owed.
Consolidation, Merger or Amalgamation of the Trusts
A trust may not consolidate, amalgamate, merge with or into, or be replaced
by or convey, transfer or lease its properties and assets substantially as an
entirety to any corporation or other body ("Merger Event"), except as described
below or as described in "Liquidation Distribution Upon Dissolution." A trust
may, with the consent of the holders of at least a majority in aggregate
liquidation amount of its outstanding preferred securities, consolidate,
amalgamate, merge with or into, or be replaced by or convey, transfer or lease
its properties and assets substantially as an entirety to another trust, if:
(a) the successor entity either
(1) expressly assumes all of the obligations of the trust relating
to its preferred securities; or
(2) substitutes for the trust's preferred securities other
securities having substantially the same terms as the preferred
securities ("successor securities"), so long as the successor
securities rank the same as the preferred securities for distributions
and payments upon liquidation, redemption and otherwise;
(b) Edison International expressly appoints a trustee of the successor
entity who has the same powers and duties as the property trustee of the
trust as the holder of the particular series of subordinated debt
securities;
(c) the preferred securities are listed or traded, or any successor
securities will be listed upon notice of issuance, on the same national
securities exchange or other organization on which the preferred securities
are then listed or traded;
(d) the Merger Event does not cause the preferred securities or any
successor securities to be downgraded by any national rating agency;
(e) the Merger Event does not adversely affect the rights, preferences
and privileges of the holders of the preferred securities or any successor
securities in any material way;
(f) the successor entity has a purpose substantially identical to that
of the trust;
(g) prior to the Merger Event, Edison International has received an
opinion of counsel from a nationally recognized law firm stating that:
(1) the Merger Event does not adversely affect the rights,
preferences and privileges of the holders of the trust's preferred
securities or any successor securities in any material way; and
(2) following the Merger Event, neither the trust nor the successor
entity will be required to register as an investment company under the
Investment Company Act of 1940, as amended; and
(h) Edison International owns all of the common securities of the
successor entity and guarantees the obligations of the successor entity
under the successor securities at least to the extent provided under the
applicable preferred securities guarantee.
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In addition, unless all of the holders of the preferred securities approve
otherwise, a trust may not consolidate, amalgamate, merge with or into, or be
replaced by or convey, transfer or lease its properties and assets
substantially as an entirety to any other entity or permit any other entity to
consolidate, amalgamate, merge with or into, or replace it, if the transaction
would cause the trust or the successor entity to be classified other than as a
grantor trust for United States federal income tax purposes.
Voting Rights; Amendment of Trust Agreement
Unless otherwise specified in an applicable prospectus supplement, the
holders of preferred securities will have no voting rights except as discussed
below and under "--Consolidation, Merger or Amalgamation of the Trusts" and
"Description of the Preferred Securities Guarantees--Amendments and
Assignment," and as otherwise required by law and the Trust Agreement for the
trust.
If any proposed amendment to the Trust Agreement of a trust provides for, or
the regular trustees of the trust otherwise propose to effect:
(a) any action that would adversely affect the powers, preferences or
special rights of the trust's preferred securities in any material respect,
whether by way of amendment to the Trust Agreement or otherwise; or
(b) the dissolution, winding-up or termination of the trust other than
pursuant to the terms of its Trust Agreement,
then the holders of the trust's preferred securities as a class will be
entitled to vote on the amendment or proposal. In that case, the amendment or
proposal will be effective only if approved by the holders of at least a
majority in aggregate liquidation amount of the preferred securities.
The Trust Agreement of a trust may be amended from time to time by Edison
International and the property trustee and the regular trustees of the trust,
without the consent of the holders of preferred securities of the trust, to:
(a) cure any ambiguity, correct or supplement any provision which may be
inconsistent with any other provision, or make provisions not inconsistent
with any other provisions with respect to matters or questions arising
under the Trust Agreement, in each case to the extent that the amendment
does not adversely affect the interests of any holder of preferred
securities of the trust in any material respect; or
(b) modify, eliminate or add to any provisions to the extent necessary
to ensure that the trust will not be classified as other than a grantor
trust for United States federal income tax purposes or to ensure that the
trust will not be required to register as an "investment company" under the
Investment Company Act.
Except a provided in the next paragraph, other amendments to the Trust
Agreement of a trust may be made by Edison International and the trustees of
the trust upon:
(a) approval of the holders of a majority in aggregate liquidation
amount of the outstanding preferred securities of the trust; and
(b) receipt by the trustees of an opinion of counsel to the effect that
such amendment will not affect the trust's status as a grantor trust for
United States federal income tax purposes or the trust's exemption from the
Investment Company Act.
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Notwithstanding the foregoing, without the consent of each affected holder
of common or preferred securities of a trust, the Trust Agreement of the trust
may not be amended to:
(a) change the amount or timing of any distribution on the common or
preferred securities of the trust or otherwise adversely affect the amount
of any distribution required to be made in respect of such securities as of
a specified date; or
(b) restrict the right of a holder of any such securities to institute
suit for the enforcement of any such payment on or after such date.
In addition, no amendment may be made to a Trust Agreement if the amendment
would:
(a) cause the related trust to be characterized as other than a grantor
trust for United States federal income tax purposes;
(b) cause the related trust to be deemed to be an "investment company"
which is required to be registered under the Investment Company Act; or
(c) impose any additional obligation on Edison International, the
property trustee or the Delaware trustee without its consent.
Without obtaining the prior approval of the holders of a majority in
aggregate liquidation amount of the preferred securities of a trust, the
trustees of the trust may not:
(a) direct the time, method and place of conducting any proceeding for
any remedy available to the indenture trustee for the subordinated debt
securities held by the trust or executing any trust or power conferred on
the property trustee with respect to such securities;
(b) waive any default that is waivable under the subordinated indenture;
(c) cancel an acceleration of the principal of the subordinated debt
securities; or
(d) consent to any amendment, modification or termination of the
subordinated indenture or the subordinated debt securities where such
consent is required.
However, if a consent under the subordinated indenture requires the consent of
each affected holder of subordinated debt securities, then the property trustee
must obtain the prior consent of each holder of preferred securities. In
addition, before taking any of the foregoing actions, the property trustee must
obtain an opinion of counsel stating that the action will not cause the trust
to be classified as other than a grantor trust for United States federal income
tax purposes.
The property trustee of a trust will notify all preferred securities holders
of the trust of any notice of default received from the indenture trustee with
respect to the subordinated debt securities held by the trust.
Removal and Replacement of Trustees
The holder of a trust's common securities may remove or replace any of the
regular trustees and, unless an event of default has occurred and is continuing
under the subordinated indenture, the property and Delaware trustees of the
trust. If such an event of default has occurred and is continuing, only the
holders of a trust's preferred securities may remove or replace the property
and Delaware trustees. The resignation or removal of any trustee will be
effective only on the acceptance of appointment by the successor trustee in
accordance with the provisions of the Trust Agreement for the trust.
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Information Concerning the Property Trustees
For matters relating to compliance with the Trust Indenture Act, the
property trustee of each trust will have all of the duties and
responsibilities of an indenture trustee under the Trust Indenture Act. Each
property trustee, other than during the occurrence and continuance of a
default under the applicable Trust Agreement, undertakes to perform only the
duties as are specifically set forth in the applicable Trust Agreement and,
after a default, must use the same degree of care and skill as a prudent
person would exercise or use in the conduct of his or her own affairs. Subject
to this provision, a property trustee is under no obligation to exercise any
of the powers given it by the applicable Trust Agreement at the request of any
holder of preferred securities unless it is offered reasonable security or
indemnity against the costs, expenses and liabilities that it might incur. If
the property trustee is required to decide between alternative courses of
action, construe ambiguous provisions in the applicable Trust Agreement or is
unsure of the application of any provision of the applicable Trust Agreement,
and the matter is not one on which the holders of preferred securities are
entitled to vote, then the property trustee will take such action as it deems
advisable and in the best interests of the holders of the preferred and common
securities. In this event, the property trustee will have no liability except
for its own bad faith, negligence or willful misconduct.
The property trustee for each of the trusts is the same entity and will
also serve as the indenture trustee under each of the indentures and the
guarantee trustee under each of the guarantee agreements. Edison International
and certain of its subsidiaries maintain deposit accounts and banking
relationships with the property trustee.
Miscellaneous
The trustees of each trust are authorized and directed to conduct the
affairs of and to operate the trust in such a way that:
(a) it will not be deemed to be an "investment company" required to be
registered under the Investment Company Act;
(b) it will be classified as a grantor trust for United States federal
income tax purposes; and
(c) the subordinated debt securities held by it will be treated as
indebtedness of Edison International for United States federal income tax
purposes.
Edison International and the trustees of each trust are authorized to take
any action (so long as it is consistent with applicable law or the applicable
certificate of trust or Trust Agreement) that Edison International and the
trustees of the trust determine to be necessary or desirable for such
purposes.
Registered holders of preferred securities have no preemptive or similar
rights.
A trust may not borrow money, issue debt, execute mortgages or pledge any
of its assets.
Governing Law
Each Trust Agreement and the related preferred securities will be governed
by and construed in accordance with the laws of the State of Delaware.
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DESCRIPTION OF PREFERRED SECURITIES GUARANTEES
General
Edison International will execute a guarantee agreement (a "preferred
securities guarantee"), for the benefit of the holders of preferred securities,
at the time that a trust issues those preferred securities. Each preferred
securities guarantee will be qualified as an indenture under the Trust
Indenture Act. The Chase Manhattan Bank will act as indenture trustee
("guarantee trustee") under each preferred securities guarantee for the
purposes of compliance with the Trust Indenture Act.
The guarantee trustee will hold each preferred securities guarantee for the
benefit of the preferred securities holders of the applicable trust.
Edison International will irrevocably agree, as described in each preferred
securities guarantee, to pay in full, to the holders of the preferred
securities issued by the applicable trust, the preferred securities guarantee
payments (as defined below) (except to the extent previously paid), when and as
due, regardless of any defense, right of set-off or counterclaim which the
trust may have or assert. The following payments, to the extent not paid by a
trust ("preferred securities guarantee payments"), will be covered by the
applicable preferred securities guarantee:
(a) any accumulated and unpaid distributions required to be paid on the
applicable preferred securities, to the extent that the trust has funds
available to make the payment;
(b) the redemption price, to the extent that the trust has funds
available to make the payment; and
(c) upon a voluntary or involuntary dissolution, termination, winding-up
or liquidation of the trust (other than in connection with a distribution
of subordinated debt securities to holders of the preferred securities),
the lesser of:
(1) the aggregate of the liquidation amounts specified in the
prospectus supplement for each preferred security plus all accumulated
and unpaid distributions on the preferred security to the date of
payment, to the extent the trust has funds available to make the
payment; and
(2) the amount of assets of the trust remaining available for
distribution to holders of its preferred securities upon liquidation of
the trust.
Edison International's obligation to make a preferred securities guarantee
payment may be satisfied by directly paying the required amounts to the holders
of the preferred securities or by causing the trust to pay the amounts to the
holders.
Status of the Preferred Securities Guarantees
Each preferred securities guarantee will constitute an unsecured obligation
of Edison International and will rank:
(a) subordinate and junior in right of payment to all of Edison
International's other liabilities except those that rank equally or are
subordinate by their terms; and
(b) equal with any other preferred securities guarantee now or hereafter
issued by Edison International on behalf of the holders of preferred
securities issued by any other trust.
Each preferred securities guarantee will constitute a guarantee of payment
and not of collection (in other words, the holder of the guaranteed security
may sue Edison International, or seek other remedies, to enforce its rights
under the preferred securities guarantee without first suing any other person
or entity). A preferred securities guarantee will not be discharged except by
payment of the preferred securities guarantee payments in full to the extent
not otherwise paid or upon distribution to the applicable preferred securities
holders of the related subordinated debt securities pursuant to the applicable
Trust Agreement.
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Amendments and Assignment
Except with respect to any changes which do not adversely affect the rights
of holders of preferred securities in any material respect (in which case no
consent of the holders will be required), a preferred securities guarantee may
be amended only with the prior approval of the holders of at least a majority
in aggregate liquidation amount of the preferred securities. A description of
the way to obtain any approval appears under "Description of the Preferred
Securities--Voting Rights; Amendment of Trust Agreements." All guarantees and
agreements contained in a preferred securities guarantee will be binding on
Edison International's successors, assigns, receivers, trustees and
representatives and are for the benefit of the holders of the applicable
preferred securities.
Events of Default
An event of default under a preferred securities guarantee occurs if Edison
International fails to make any of its required payments or fails to perform
any of its other obligations (and such failure continues for 30 days) under the
preferred securities guarantee.
The holders of at least a majority in aggregate liquidation amount of the
preferred securities relating to each preferred securities guarantee will have
the right to direct the time, method and place of conducting any proceeding for
any remedy available to the guarantee trustee relating to the preferred
securities guarantee or to direct the exercise of any trust or power given to
the guarantee trustee under the preferred securities guarantee.
Information Concerning Guarantee Trustees
The guarantee trustee under a preferred securities guarantee, other than
during the occurrence and continuance of a default under the preferred
securities guarantee, will perform only the duties that are specifically
described in the preferred securities guarantee. After such a default, the
guarantee trustee will exercise the same degree of care and skill as a prudent
person would exercise or use in the conduct of his or her own affairs. Subject
to this provision, a guarantee trustee is under no obligation to exercise any
of its powers as described in the applicable preferred securities guarantee at
the request of any holder of covered preferred securities unless it is offered
security and indemnity satisfactory to it against the costs, expenses and
liabilities that it might incur.
Termination of the Preferred Securities Guarantees
Each preferred securities guarantee will terminate once the applicable
preferred securities are paid in full or upon distribution of the related
subordinated debt securities to the holders of the preferred securities in
accordance with the applicable Trust Agreement. Each preferred securities
guarantee will continue to be effective or will be reinstated if at any time
any holder of preferred securities issued by the applicable trust must restore
payment of any sums paid under the preferred securities or the preferred
securities guarantee.
Governing Law
The preferred securities guarantees will be governed by and construed in
accordance with the laws of the State of California, except that the rights,
duties, immunities and indemnities of the guarantee trustee shall be governed
by the laws of the State of New York.
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DESCRIPTION OF EXPENSE AGREEMENTS
Edison International will execute an expense agreement at the same time that
a trust issues preferred securities. Under the expense agreement, Edison
International will irrevocably and unconditionally guarantee to each creditor
of the trust, the full amount of the trust's costs, expenses and liabilities,
other than the amounts owed to holders of its preferred and common securities
pursuant to the terms of those securities. Third parties will be entitled to
enforce the expense agreement.
Edison International's obligations under the expense agreement will be
subordinated in right of payment to the same extent as the preferred securities
guarantee. The expense agreement will contain provisions regarding amendment,
termination, assignment, succession and governing law similar to those
contained in the preferred securities guarantee.
RELATIONSHIP AMONG PREFERRED SECURITIES, PREFERRED SECURITIES
GUARANTEES AND SUBORDINATED DEBT SECURITIES HELD BY EACH TRUST
Payments of distributions and redemption and liquidation payments due on
each series of preferred securities (to the extent the applicable trust has
funds available for the payments) will be guaranteed by Edison International to
the extent described under "Description of the Preferred Securities
Guarantees." No single document executed by Edison International in connection
with the issuance of any series of preferred securities will provide for its
full, irrevocable and unconditional guarantee of the preferred securities. It
is only the combined operation of Edison International's obligations under the
applicable preferred securities guarantee, Trust Agreement, subordinated
indenture and subordinated debt securities and expense agreement that has the
effect of providing a full, irrevocable and unconditional guarantee of a
trust's obligations under its preferred securities.
As long as Edison International makes payments of interest and other
payments when due on the subordinated debt securities held by a trust, the
payments will be sufficient to cover the payment of distributions and
redemption and liquidation payments due on the preferred securities issued by
that trust, primarily because:
(a) the aggregate principal amount of the subordinated debt securities
will be equal to the sum of the aggregate liquidation amounts of the
preferred and common securities;
(b) the interest rate and interest and other payment dates on the
subordinated debt securities will match the distribution rate and
distribution and other payment dates for the preferred securities;
(c) Edison International has agreed to pay for any and all costs,
expenses and liabilities of each trust except the trust's obligations under
its preferred securities; and
(d) each Trust Agreement provides that the related trust will not engage
in any activity that is not consistent with the limited purposes of the
trust.
If and to the extent that Edison International does not make payments on the
subordinated debt securities, the trust will not have funds available to make
payments of distributions or other amounts due on its preferred securities. In
those circumstances, a holder of preferred securities of the trust will not be
able to rely upon the preferred securities guarantee for payment of these
amounts. Instead, the holder may directly sue Edison International or seek
other remedies to collect its pro rata share of payments owed. If a holder sues
Edison International to collect payment, then Edison International will assume
the holder's rights as a holder of preferred securities under the trust's Trust
Agreement to the extent Edison International makes a payment to the holder in
any legal action.
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A holder of any preferred security may sue Edison International, or seek
other remedies, to enforce its rights under the applicable preferred securities
guarantee without first suing the applicable guarantee trustee, the trust which
issued the preferred security or any other person or entity.
EXPERTS
The consolidated financial statements and schedule incorporated by reference
in this prospectus and the registration statement of which this prospectus is a
part have been audited by Arthur Andersen LLP, independent public accountants,
as indicated in their reports with respect thereto, and are incorporated by
reference herein in reliance upon the authority of said firm as experts in
accounting and auditing in giving said reports.
VALIDITY OF THE SECURITIES AND THE PREFERRED SECURITIES GUARANTEES
Kenneth S. Stewart, Assistant General Counsel of Edison International, will
pass upon the validity of the debt securities, the common and preferred stock
and the preferred securities guarantees for Edison International. Richards,
Layton & Finger, P.A. will pass upon certain matters of Delaware law relating
to the validity of the preferred securities for Edison International and the
trusts.
PLAN OF DISTRIBUTION
We may sell the securities described in this prospectus from time to time in
one or more transactions
(a) to purchasers directly;
(b) to underwriters for public offering and sale by them;
(c) through agents;
(d) through dealers; or
(e) through a combination of any of the foregoing methods of sale.
We may distribute the securities from time to time in one or more
transactions at:
(a) a fixed price or prices, which may be changed;
(b) market prices prevailing at the time of sale;
(c) prices related to such prevailing market prices; or
(d) negotiated prices.
Direct Sales
We may sell the securities directly to institutional investors or others who
may be deemed to be underwriters within the meaning of the Securities Act of
1933, as amended, with respect to any resale of the securities. A prospectus
supplement will describe the terms of any sale of securities we are offering
hereunder.
To Underwriters
The applicable prospectus supplement will name any underwriter involved in a
sale of securities. Underwriters may offer and sell securities at a fixed price
or prices, which may be changed, or from time to time at market prices or at
negotiated prices. Underwriters may be deemed to have received
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compensation from us from sales of securities in the form of underwriting
discounts or commissions and may also receive commissions from purchasers of
securities for whom they may act as agent. Underwriters may be involved in any
at the market offering of equity securities by or on our behalf.
Underwriters may sell securities to or through dealers, and such dealers may
receive compensation in the form of discounts, concessions or commissions from
the underwriters and/or commissions (which may be changed from time to time)
from the purchasers for whom they may act as agent.
Unless otherwise provided in a prospectus supplement, the obligations of any
underwriters to purchase securities will be subject to certain conditions
precedent, and the underwriters will be obligated to purchase all the
securities if any are purchased.
Through Agents and Dealers
We will name any agent involved in a sale of securities, as well as any
commissions payable by us to such agent, in a prospectus supplement. Unless we
indicate differently in the prospectus supplement, any such agent will be
acting on a reasonable efforts basis for the period of its appointment.
If we utilize a dealer in the sale of the securities being offered pursuant
to their prospectus, we will sell the securities to the dealer, as principal.
The dealer may then resell the securities to the public at varying prices to be
determined by the dealer at the time of resale.
Delayed Delivery Contracts
If we so specify in the applicable prospectus supplement, we will authorize
underwriters, dealers and agents to solicit offers by certain institutions to
purchase the securities pursuant to contracts providing for payment and
delivery on future dates. Such contracts will be subject to only those
conditions set forth in the applicable prospectus supplement.
The underwriters, dealers and agents will not be responsible for the
validity or performance of the contracts. We will set forth in the prospectus
supplement relating to the contracts the price to be paid for the securities,
the commissions payable for solicitation of the contracts and the date in the
future for delivery of the securities.
General Information
Underwriters, dealers and agents participating in a sale of the securities
may be deemed to be underwriters as defined in the Securities Act, and any
discounts and commissions received by them and any profit realized by them on
resale of the securities may be deemed to be underwriting discounts and
commissions, under the Securities Act. We may have agreements with
underwriters, dealers and agents to indemnify them against certain civil
liabilities, including liabilities under the Securities Act, and to reimburse
them for certain expenses.
Underwriters or agents and their associates may be customers of, engage in
transactions with or perform services for us or our affiliates in the ordinary
course of business.
Unless we indicate differently in a prospectus supplement, we will not list
the securities on any securities exchange. The securities will be a new issue
of securities with no established trading market. Any underwriters that
purchase securities for public offering and sale may make a market in such
securities, but such underwriters will not be obligated to do so and may
discontinue any market making at any time without notice. We make no assurance
as to the liquidity of or the trading markets for any securities.
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$750,000,000
Edison International
6 7/8% Notes Due 2004
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PROSPECTUS SUPPLEMENT
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Joint Book-Running Managers
Salomon Smith Barney
J.P. Morgan & Co.
Co-Managers
Banc of America Securities LLC
Goldman, Sachs & Co.
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