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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 18, 1999
EDISON INTERNATIONAL
(Exact name of registrant as specified in its charter)
CALIFORNIA 001-9936 95-4137452
(State of principal jurisdiction of (Commission file (I.R.S. employer
incorporation of organization) number) identification no.)
2244 Walnut Grove Avenue
(P.O. Box 800)
Rosemead, California 91770
(Address of principal executive offices, including zip code)
626-302-2222
(Registrant's telephone number, including area code)
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Items 1 through 4, 6, and 8 are not included because they are not applicable.
Item 5. Other Events
HOMER CITY GENERATION STATION ACQUISITION
On March 18, 1999, Edison Mission Energy (EME), Edison International's
wholly-owned independent power subsidiary, completed a transaction with GPU,
Inc., New York State Electric & Gas Corporation and their respective affiliates
to acquire the 1,884 megawatt (MW) Homer City Electric Generating Station and
certain facilities and other assets associated therewith (collectively, Homer
City). Homer City is one of the largest coal-fired generating plants in the
mid-Atlantic region of the United States. Consideration for Homer City consisted
of a cash payment of approximately $1.8 billion.
Homer City is expected to continue to operate as a coal-fired generating station
with revenue primarily derived from the sale of electricity under bilateral
arrangements with domestic utilities and power marketers under short-term
contracts (two years or less) or to the Pennsylvania-New Jersey-Maryland Power
Pool (PJM) or the New York Power Pool (NYPP). These pools have short-term
markets, which establish an hourly clearing price. Homer City is situated in the
PJM Control Area and is physically connected to high-voltage transmission lines
serving both the PJM and NYPP markets. Power can also be transmitted to the
Midwestern U.S. A copy of the press release issued by Edison International on
March 18 announcing the acquisition is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
ANNOUNCEMENTS OF COMMONWEALTH EDISON COMPANY ACQUISITION AND INVESTMENT IN
CONTACT ENERGY LTD.
On March 23, 1999, Edison International announced that Edison Mission Energy
(EME) will acquire the coal-fired and gas-fired electric generating assets of
Commonwealth Edison Company, having a total capacity of 9,722 megawatts, for
approximately $5 billion. On that same day, Edison International also announced
that EME will pay approximately $625 million for a 40 percent stake in New
Zealand government-owned Contact Energy Ltd. A copy of the press releases issued
by Edison International on March 23 and March 22 pertaining to the above
announcements are attached hereto as Exhibits 99.2 and 99.3, respectively, and
incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired. Not applicable
(b) Pro Forma Financial Information. Not applicable
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(c) Exhibits.
Exhibit No. Description
----------- -----------
Exhibit 99.1 Edison International Unit Completes Acquisition of Homer
City Generating Station
Exhibit 99.2 Edison International Unit to acquire Generating Assets
of Commonwealth Edison
Exhibit 99.3 Edison International Unit's Acquisition of 40 percent
stake in New-Zealand government-owned Contact Energy Ltd.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
EDISON INTERNATIONAL
(Registrant)
KENNETH S. STEWART
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KENNETH S. STEWART
Assistant General Counsel
April 5, 1999
EXHIBIT 99.1
EDISON INTERNATIONAL LOGO News Release
FOR IMMEDIATE RELEASE
Contact: Jo Ann Goddard
(626) 302-2515
World Wide Web Address: www.edisonnews.com
Edison International Unit Completes Acquisition
of Homer City Generating Station
ROSEMEAD, Calif., March 18, 1999--Edison International announced today that
it has closed financing and completed its acquisition of the 1,884-megawatt
Homer City Generating Station in western Pennsylvania. Homer City is one of the
largest and lowest-cost sources of electricity in the Middle Atlantic states.
In addition to the $1.8-billion acquisition price, the company plans to
invest more than $200 million to upgrade pollution controls at the coal-fired
plant, adding a scrubber on one unit and selective catalytic controls on all
three of the plant's units.
John E. Bryson, chairman and chief executive officer of Edison
International, said, "The Homer City facility will provide us with a strong base
in the competitive markets now forming in the Northeast. We expect that the
acquisition will add to the earnings of Edison Mission Energy and Edison
International beginning in 1999 and that we will operate Homer City profitably
far into the future."
Edward R. Muller, president and chief executive officer of Edison Mission
Energy, a wholly-owned subsidiary of Edison International, which will own and
operate the plant, added, "Strong environmental performance is one of our key
objectives, and after the voluntary investment we are making in pollution
controls, Homer City will have the lowest nitrogen oxide emission rate of any
large coal plant in the eastern United States."
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Homer City PLANT CLOSES FINANCING
Page 2 of 2
Previously owned by subsidiaries of GPU, Inc. and New York State Electric &
Gas Corporation, Homer City is the only major coal-fired facility in the Middle
Atlantic region with rights to direct high-voltage access to both the New York
and the Pennsylvania-New Jersey-Maryland power pools. The plant is located
approximately 45 miles northeast of Pittsburgh, Pennsylvania.
Edison International is a world leader in energy production, distribution,
research and technology, capital financing and the marketing of consumer
products and services.
Edison Mission Energy specializes in the development, acquisition,
construction management and operation of global power production facilities. As
one of the world's leading global power producers, Edison Mission Energy's
investments include 48 projects currently operating in Australia, Spain, the
United Kingdom and the U.S., and five plants under construction in Indonesia,
Italy, Thailand, Turkey and the U.S. (Puerto Rico). In total, these projects
represent nearly 12,400 megawatts of generation capacity.
# # #
Based in Rosemead, Calif., Edison International is the parent company of
Southern California Edison, Edison Mission Energy, Edison Capital, and Edison
Enterprises.
EXHIBIT 99.2
EDISON INTERNATIONAL LOGO Edison Mission Energy
FOR IMMEDIATE RELEASE
Contact: James V. Iaco
(949) 798-7826
World Wide Web Address: http://www.edisonnews.com
Edison International Unit To Acquire
Generating Assets of Commonwealth Edison
Environmental Controls at Acquired Plants Will Be
Upgraded Following Completion of Transaction
ROSEMEAD, Calif. March 23, 1999--Edison International (EIX) announced today
that its wholly owned independent power subsidiary will acquire all the
fossil-fuel generating assets of Commonwealth Edison. The company will pay
approximately $5 billion for a package of coal and gas-fired electricity
generating facilities with a total capacity of 9,772 megawatts. The transaction
is expected to close by year-end 1999.
John E. Bryson, chairman and chief executive officer of Edison
International, said the plants have excellent access to attractive markets in
the Midwest and will continue to provide power to meet the needs of northern
Illinois. "These assets represent some of the most competitive generation in the
region," he said. The acquisition complements the recent acquisition of the
Homer City Generating station in the Mid-Atlantic region, giving us a strong
generation presence across the United States."
In conjunction with the acquisition, Edison Mission Energy, the Edison
International subsidiary that will own and operate the facilities, will invest
additional capital in the plants to upgrade pollution controls, extend plant
life, improve reliability and reduce generation cost. Fueled with low-sulfur
coal from Wyoming's Powder River Basin, the coal facilities already meet
stringent environmental standards for sulfur dioxide emissions.
"As with all the plants we own, strong environmental performance will be
one of our key objectives," said Edward R. Muller, president and chief executive
officer of Edison Mission Energy. "We will invest more than $200 million in
environmental enhancements. Our key goal in upgrading pollution controls on
these plants is to reduce nitrogen oxides (NOx). We will achieve better than a
50 percent initial reduction in NOx
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COMMONWEALTH EDISON
Page 2 of 2
within three years of assuming control of these plants." Muller also noted
that the investments will continue efficiency enhancements begun by Commonwealth
Edison in 1997.
Chase Securities Inc. acted as financial advisor to Edison Mission Energy.
Edison International is a world leader in energy production, distribution,
research and technology, capital financing and the marketing of consumer
products and services. Headquartered in Rosemead, California, Edison
International is the parent company of Southern California Edison, Edison
Enterprises, Edison Capital and Edison Mission Energy.
Edison Mission Energy specializes in the development, acquisition,
construction management and operation of global power production facilities. As
one of the world's leading global power producers, Edison Mission Energy's
investments include 48 projects currently operating in Australia, Spain, the
United Kingdom and the U.S. and five plants under construction in Indonesia,
Italy, Thailand, Turkey and the U.S. (Puerto Rico). In total, these projects
represent nearly 12,400 megawatts of generating capacity.
# # #
Edison Mission Energy is not the same company as Southern California Edison
(SCE), the utility, and is not regulated by the California Public Utilities
Commission. You do not have to purchase Edison Mission Energy products in order
to continue to receive quality regulated services from SCE.
EXHIBIT 99.3
ROSEMEAD, Calif., March 22 /PRNewswire/ -- Edison International announced
today that its wholly-owned subsidiary, Edison Mission Energy , will pay
approximately $625 million (NZ$1.21 billion) for a 40 percent stake in New
Zealand government-owned Contact Energy Ltd.
The Edison Mission Energy offer is conditional on the New Zealand
government completing an initial public offering of the remaining 60 percent of
Contact. The government said the initial public offering is planned for
mid-April.
Edward R. Muller, president and chief executive officer of Edison Mission
Energy, said the company was delighted to win the bid for the 40 per cent
cornerstone shareholding in Contact, which owns and operates hydroelectric,
geothermal and natural gas-fired power generating plants in New Zealand with a
total generating capacity of 2,371 megawatts. Contact also supplies gas and
electricity to customers in New Zealand and has minority interests in two power
projects in Australia. "Our investment in New Zealand is consistent with our
global policy of investing in countries where we seek to be lifetime partners
and where the fundamentals are right. This cornerstone shareholding represents
an important investment to our company," Muller said.
Edison International is a world leader in energy production, distribution,
research and technology, capital financing and the marketing of consumer
products and services. Headquartered in Rosemead, California, Edison
International is the parent company of Southern California Edison, Edison
Enterprises , Edison Capital and Edison Mission Energy. Edison Mission Energy
specializes in the development, acquisition, construction management and
operation of global power production facilities. As one of the world's leading
global power producers, Edison Mission Energy 's investments include 48 projects
currently operating in Australia, Spain, the United Kingdom and the U.S. and
five plants under construction in Indonesia, Italy, Thailand, Turkey and the
U.S. (Puerto Rico). In total, these projects represent nearly 12,400 megawatts
of generating capacity.
CONTACT: James V. Iaco of Edison Mission Energy , 949-798-7826,
Fax: 949-757-4774.
