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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
EIX TRUST II
(Exact name of registrant as specified in its charter)
Delaware 95-7077770
(State of incorporation or organization) (I.R.S. Employer Identification No.)
2244 Walnut Grove Avenue, Rosemead, CA 91770
(Address of principal executive offices) (Zip Code)
EDISON INTERNATIONAL
(Exact name of registrant as specified in its charter)
California 95-413745
(State of incorporation or organization) (I.R.S. Employer Identification No.)
2244 Walnut Grove Avenue, Rosemead, CA 91770
(Address of principal executive offices) (Zip Code)
Title of each class Name of each exchange on which
to be so registered each class is to be registered
8.60% Cumulative Quarterly Income Preferred New York Stock
Securities, Series B (QUIPS) Exchange
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form
relates: 333-82293
Securities to be registered pursuant to Section 12(g) of the Act: None
Item 1. Description of Registrants' Securities To Be Registered
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The securities to be registered hereby are 8.60% Cumulative Quarterly Income
Preferred Securities, Series B ("QUIPS") of EIX Trust II, a Delaware business
trust, which are guaranteed by Edison International, a California corporation,
to the extent set forth in the Guarantee Agreement between Edison International
and The Chase Manhattan Bank, as guarantee trustee (the "Guarantee"). The
Guarantee is incorporated by reference to Exhibit 4.3 to a Form 8-K filed by
Edison International with the Securities and Exchange Commission (the
"Commission") on
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November 3, 1999. The particular terms of the QUIPS and the Guarantee are
described in the Prospectus filed with the Commission on October 25, 1999,
pursuant to Rule 424(b)(5) of the Securities Act of 1934, as amended (the
"Prospectus"), in connection with the Registration Statement on Form S-3 (Reg.
No. 333-82293) filed by Edison International, EIX Trust I, EIX Trust II and EIX
Trust III, with the Commission on July 2, 1999, as amended by Amendment No. 1,
filed with the Commission on July 13,1999, and as amended by Amendment No. 2,
filed with the Commission on July 15, 1999 (as so amended and as may be further
amended from time to time, the "Registration Statement"). The Registration
Statement became effective on July 15, 1999. The Guarantee and the Prospectus
are deemed to be incorporated by reference herein as set forth in Item 2 below.
Item 2. Exhibits
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Exhibits heretofore filed with the Commission and designated as set forth below
are hereby incorporated herein by reference and made a part hereof with the same
effect as if filed herewith.
2.1 The Prospectus, filed with the Commission on July 22, 1999, pursuant
to Rule 424(b)(5) in connection with the Registration Statement, is
hereby incorporated by reference.
2.2 Certificate of Trust of EIX Trust II, filed with the Commission on
July 2, 1999, as Exhibit 3.5 to the Registration Statement, is hereby
incorporated by reference.
2.3 Trust Agreement of EIX Trust II, filed with the Commission on July 2,
1999, as Exhibit 4.9 to the Registration Statement, is hereby
incorporated by reference.
2.4 Amended and Restated Trust Agreement of EIX Trust II, filed with the
Commission on November 3, 1999, as Exhibit 4.2 to a Form 8-K, is
hereby incorporated by reference.
2.5 Subordinated Indenture among the Edison International and The Chase
Manhattan Bank, as trustee, filed with the Commission on August 9,
1999, as Exhibit 4.1 to a Form 8-K, is hereby incorporated by
reference.
2.6 Supplemental Indenture No. 2 to Subordinated Indenture among the
Edison International and The Chase Manhattan Bank, as trustee, filed
with the Commission on November 3, 1999, as Exhibit 4.1 to a Form 8-K,
is hereby incorporated by reference.
2.7 8.60% Subordinated Deferrable Interest Note, Series B, filed with the
Commission on November 3, 1999, as Exhibit 4.4 to a Form 8-K, is
hereby incorporated by reference.
2.8 8.60% Cumulative Quarterly Income Preferred Securities, Series B,
filed with the Commission on November 3, 1999, as Exhibit 4.5 to a
Form 8-K, is hereby incorporated by reference.
2.9 Guarantee Agreement between Edison International and The Chase
Manhattan Bank, as guarantee trustee, filed with the Commission on
November 3, 1999, as Exhibit 4.3 to a Form 8-K, is hereby incorporated
by reference.
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SIGNATURE
Pursuant to the requirement of Section 12 of the Securities Exchange Act of
1934, the registrants has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
EIX TRUST II
By: EDISON INTERNATIONAL
By: /s/ Mary C. Simpson
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Mary C. Simpson
Assistant Treasurer
Date: November 5, 1999
EDISON INTERNATIONAL
By: /s/ Mary C. Simpson
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Mary C. Simpson
Assistant Treasurer
Date: November 5, 1999
